As filed with the Securities and Exchange Commission on 11/3/2022
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)
Steven Plump, President
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
(Name and address of agent for service)
(609) 731-6256
Registrant's telephone number, including area code
Date of fiscal year end: August 31
Date of reporting period: August 31, 2022
Item 1. Reports to Stockholders.
Abbey Capital Futures Strategy Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2022
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report
August 31, 2022 (Unaudited)
Dear Shareholder,
The Abbey Capital Futures Strategy Fund (the “Fund”) Class I Shares returned +17.72% net of fees for the 12-month fiscal year ended August 31, 2022.
Positive performance was driven by trading in fixed income, currencies and energy. Investments in equities were the main detractors during the 12-month period. The Fund’s core allocation to Diversified Trendfollowing (“Trendfollowing”) strategies generated most of the positive performance, while the performance of the Fund’s non-Trendfollowing allocation was positive in aggregate during the period. 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 into 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, 2022 (unless otherwise noted)
| 2022 YTD | 1 Year | SEP. 1, 2020 TO Aug. 31, 2021 | 5 Years Annualized | ANNUALIZED SINCE INCEPTION ON JULY 1, 2014 |
Class I Shares | 18.80% | 17.72% | 7.74% | 7.00% | 5.98% |
Class A Shares* | 18.55% | 17.40% | 7.42% | 6.71% | 5.71% |
Class A Shares (max load)* | 11.71% | 10.64% | 1.23% | 5.46% | 4.95% |
Class C Shares** | 18.00% | 16.48% | 6.72% | 5.92% | 4.93% |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.36% | 0.37% | 0.08% | 1.12% | 0.79% |
S&P 500® Total Return Index*** | -16.14% | -11.23% | 31.17% | 11.82% | 11.07% |
Barclay CTA Index*** | 7.94% | 8.44% | 7.30% | 4.27% | 3.02% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 9, 2022
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 ICE BofA 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, 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
1
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2022 (Unaudited)
Class I Shares, Class A Shares, and Class C Shares, respectively. This contractual limitation is in effect until December 31, 2022, 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 1.89%, 2.14% and 2.89% of the Fund’s average daily net assets attributable to Class I Shares, Class A Shares, and Class C Shares, respectively, as stated in the Fund’s current prospectus dated December 31, 2021, 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 12-month period ended August 31, 2022 was positive overall for Fund performance. The Fund’s Trendfollowing sub-advisers recorded gains for the period, while the non-Trendfollowing trading styles were positive in aggregate.
This period was characterised by high inflation and hawkish monetary policy, with supply constraints across commodity sectors and the Russia-Ukraine conflict other notable themes that impacted markets. These factors contributed to sharp moves and heightened volatility across both financial and commodity markets at different times during the period.
Inflation in the US and Europe reached multi-decade highs during the period, with US inflation rising to +9.1% per annum in June 2022, its highest level since 1981. Central banks were initially slow to react to signs of increasing price pressures. The US Federal Reserve initially viewed rising inflation as a “transitory” effect of the global economy re-opening following COVID-19 disruptions and supply bottlenecks in various sectors. However, as high inflation proved more persistent than expected, global central banks began to hike rates in 2022 and scale back monetary policy supports such as quantitative easing.
Rising inflation weighed on both bond and equity prices over the period, with the relationship between the two asset classes shifting as the bond/equity correlation turned positive.
Supply concerns were a persistent theme across commodity markets, contributing to a rally in various energy, metal and agricultural markets in the first half of the 12-month period. The outbreak of the Russia-Ukraine conflict in Q1 2022 led to supply disruptions and an acceleration in price uptrends across many commodity contracts. However, as we moved into Q2 2022, uptrends in commodities began to weaken as concerns about slower global growth became more prominent and the stronger USD weighed on metals prices.
Fund performance from September to December 2021 was negative, with choppy price moves in longer-dated bonds proving challenging for the Fund’s Trendfollowing and Value sub-advisers. Notable losses occurred in late November 2021, when the emergence of the Omicron COVID-19 variant resulted in a sharp reversal of trends in several sectors, most notably in equities and energy.
Fund performance was positive from January to August 2022. Strong trends occurred in both financial and commodity markets in the early part of 2022, which provided a favourable environment for the Fund’s Trendfollowing sub-advisers. As the year progressed, price trends became more prominent in financial contracts, particularly in fixed income and currencies. While Trendfollowing sub-advisers were the primary source of positive Fund performance in the first eight months of 2022, the increased volatility in fixed income markets provided profitable opportunities for the Fund’s Short-term Systematic (“Short-term”) sub-adviser.
For the 12-month period overall, the Fund’s allocation to Trendfollowing sub-advisers saw the largest gains at the trading style level. The non-Trendfollowing trading styles were positive in aggregate, with gains for the Short-term and Global Macro sub-advisers outweighing losses for the Value sub-adviser.
2
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2022 (Unaudited)
The Fund’s largest gains occurred in fixed income over the 12-month period as high inflation and aggressive policy tightening by global central banks led to a significant repricing in global bond and interest rate markets. Some of the most pronounced moves occurred in the US, where the US 2-year Treasury yield rose by over +320 basis points during the 12-month period as investors anticipated US interest rates of approximately 3.75% by the end of 2022. Trendfollowing sub-advisers transitioned to an aggregate short position across bonds and interest rates in late 2021, which resulted in gains as trends in global yields accelerated in the early part of 2022. The Short-term sub-adviser also recorded gains in fixed income from short positions in US Treasuries during the period, while the Value sub-adviser had negative performance due to losses from longs in 3-month Eurodollar contracts.
In currencies, the Fund held long USD positions throughout the period, which resulted in gains. Hawkish guidance from the US Federal Reserve and higher US yields supported the US currency, with long USD positions against the EUR and JPY leading to gains in the sector. A widening US-Japan yield differential helped the USD reach a 24-year high against the JPY during the period. Meanwhile, the USD hit a 20-year high against the EUR during the period. The EUR weakened as the US Federal Reserve was more aggressive in tightening monetary policy than the European Central Bank and as a supply crunch in European energy markets weighed on the growth outlook for the eurozone. The allocations to Trendfollowing and Global Macro sub-advisers were responsible for the majority of the Fund’s gains in currencies during the period.
Supply concerns were a prominent theme in energy markets over the 12-month period. OPEC+ supply restrictions, combined with strong global demand, were a tailwind for crude oil prices in the first half of the period. Disruptions to Russian energy supplies following the imposition of economic sanctions also impacted prices. In August 2022, US natural gas futures hit their highest level since 2008 on concerns about low inventory levels. European natural gas and electricity prices reached record highs in August 2022 amid severe energy supply shortages as Russia restricted natural gas exports to the region. The Fund’s long positions in energy resulted in gains for the period, with longs in crude oil, distillates and natural gas all contributing positively to performance.
The Fund’s performance in metals was mixed during the period, with gains in base metals partially offset by losses in precious metals. Low inventories were an important theme across many base metals markets, with the Fund’s largest gains occurring from longs in aluminium and nickel as both metals hit record highs in March 2022 before uptrends reversed. Both metals were supported by uncertainty about supplies from Russia. Aluminium prices were also boosted at times by high energy costs, while nickel prices were impacted by a short squeeze that took place at the London Metal Exchange. Meanwhile, the Fund’s losses in precious metals were primarily the result of investments in gold.
Modest gains were also recorded in agricultural commodities. The Fund’s Trendfollowing allocation was the primary source of gains in this sector during the period, with longs in corn, wheat and cotton contributing positively to returns. Wheat and corn prices were supported by disruptions to agricultural exports from Russia and Ukraine, with concerns about growing conditions in the US and Brazil serving as a further tailwind to corn prices. Meanwhile, droughts in key US growing regions saw cotton futures rally.
Equities were the largest detractor from Fund performance at the sector level during the period. Losses mostly occurred in early 2022 from long positions as global equities began to decline from record highs. High inflation and concerns about the impact of tighter monetary policy weighed on global stocks during the period. The Russia-Ukraine conflict, COVID-19 lockdowns in China, signs of slowing global growth and some mixed earnings data also impacted risk sentiment at times. The S&P 500 Total Return Index returned -11.2% for the 12- month period overall, with the index entering a bear market in June 2022.
3
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2022 (Unaudited)
This reversal in the long-term uptrend in equities proved challenging for the Fund’s Trendfollowing sub-advisers, while its Short-term sub-adviser recorded partially offsetting gains in the sector.
Key to Currency Abbreviations |
USD | US Dollar |
JPY | Japanese Yen |
EUR | Euro |
An investment in the Fund is speculative and involves substantial risk. It is possible that an investor may lose some or all of their investment. The Fund may invest up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited (“ACMOF”), which invests substantially all of its assets in Abbey Capital Offshore Fund SPC (“ACOF”), which is a multi-adviser fund that invests in managed futures and foreign exchange. The Fund may also invest a portion of its assets into Abbey Capital Onshore Series LLC (“ACOS”), which is a multi-adviser fund that invests in managed futures and foreign exchange. All investments in securities involve risk of the loss of capital. An investment in the Fund includes the risks inherent in an investment in securities, as well as specific risks associated with this open-ended investment product. Among the risks associated with investing in this Fund are Commodity Sector Risk, Counter-Party Risk, Credit Risk, Currency Risk, Manager and Management Risks, Subsidiary Risk, Tax Risk, Emerging Markets Risk, Leveraging Risk, Foreign Investment Risk, Fixed Income Securities Risks, Short Sale Risk and Portfolio Turnover Risks. The Fund may invest in or utilize derivative investments, futures contracts, and hedging strategies. One or more Trading Advisers, from time to time, may invest a substantial portion of the assets managed in a specific industry sector. As a result, the Fund’s investment portfolio may be subject to greater 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.
This report is submitted for general information to the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund. Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice.
4
Abbey Capital Futures Strategy Fund
Performance Data
August 31, 2022 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Futures Strategy Fund - Class A Shares
vs. ICE BofA 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, 2022 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class A Shares (without sales charge) (Pro forma July 1, 2014 to August 29, 2014) | 17.40% | 7.44% | 6.71% | 5.71%* | |
Class A Shares (with sales charge) (Pro forma July 1, 2014 to August 29, 2014) | 10.64% | 5.34% | 5.46% | 4.95%* | |
S&P 500® Total Return Index | -11.23% | 12.39% | 11.82% | 11.07%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.37% | 0.57% | 1.12% | 0.79%** | |
Barclay CTA Index*** | 8.44% | 5.29% | 4.27% | 3.02%** | |
†† | 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, 2022 (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 2.14% for Class A Shares as stated in the current prospectus, as supplemented (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, 2022 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, 2022 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in Abbey Capital Futures Strategy Fund – Class I Shares
vs. ICE BofA 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, 2022 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class I Shares | 17.72% | 7.74% | 7.00% | 5.98% | |
S&P 500® Total Return Index | -11.23% | 12.39% | 11.82% | 11.07%* | |
ICE BofA 3-Month U.S. Treasury Bill Index** | 0.37% | 0.57% | 1.12% | 0.79%* | |
Barclay CTA Index** | 8.44% | 5.29% | 4.27% | 3.02%* | |
†† | 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 1.89% for Class I Shares, as stated in the current prospectus, as supplemented (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, 2022 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, 2022 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Futures Strategy Fund – Class C Shares
vs. ICE BofA 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, 2022 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class C Shares (without contingent deferred sales charge) (Pro forma July 1, 2014 to October 6, 2015) | 16.48% | 6.65% | 5.92% | 4.93%* | |
Class C Shares (with contingent deferred sales charge) (Pro forma July 1, 2014 to August 29, 2014) | 15.48% | 6.65% | 5.92% | 4.93%* | |
S&P 500® Total Return Index | -11.23% | 12.39% | 11.82% | 11.07%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.37% | 0.57% | 1.12% | 0.79%** | |
Barclay CTA Index*** | 8.44% | 5.29% | 4.27% | 3.02%** | |
†† | 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. |
8
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2022 (Unaudited)
The Fund charges a contingent deferred sales charge (“CDSC”) of 1.00% on certain redemptions of Class C Shares made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the offering price at the time of purchase of the Class C Shares redeemed and the net asset value of the Class C Shares redeemed at the time of redemption.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.79% of the Fund’s average daily net assets attributable to Class C Shares. Without the limitation arrangement, the gross expense ratio is 2.89% for Class C Shares, as stated in the current prospectus, as supplemented (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, 2022 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 ICE BofA 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, 2022 (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 2022. The Barclay CTA Index is equally weighted and rebalanced at the beginning of each year.
ICE BofA 3-Month U.S. Treasury Bill Index
The ICE BofA 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.
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, 2022 (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, 2022 through August 31, 2022, 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, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period(1) | Annualized Expense Ratio(2) | Actual Six- Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 1,153.20 | $ 11.07 | 2.04% | 15.32% |
Class I Shares | 1,000.00 | 1,154.00 | 9.72 | 1.79% | 15.40% |
Class C Shares | 1,000.00 | 1,148.00 | 15.11 | 2.79% | 14.80% |
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 |
(1) | 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, 2022 through August 31, 2022, 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 are based on the actual six-month total investment return for the Fund’s respective share classes. |
(2) | Ratios reflect expenses waived by the Fund’s investment adviser. Without these waivers, the Fund’s expenses would have been higher and the ending account values would have been lower. |
11
Abbey Capital Futures Strategy Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2022 (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 | | | 81.6 | % | | $ | 2,192,165,632 | |
Money Market Deposit Account | | | 5.4 | | | | 146,992,169 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 13.0 | | | | 348,100,769 | |
NET ASSETS | | | 100.0 | % | | $ | 2,687,258,570 | |
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, 2022
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS - 87.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS - 81.6% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.661 | % | | | 09/01/22 | | | $ | 54,025 | | | $ | 54,025,000 | |
U.S. Treasury Bills | | | 0.752 | % | | | 09/08/22 | | | | 35,197 | | | | 35,183,243 | |
U.S. Treasury Bills | | | 0.801 | % | | | 09/15/22 | | | | 63,429 | | | | 63,375,985 | |
U.S. Treasury Bills | | | 0.907 | % | | | 09/22/22 | | | | 78,407 | | | | 78,313,100 | |
U.S. Treasury Bills | | | 1.032 | % | | | 09/29/22 | | | | 57,221 | | | | 57,126,661 | |
U.S. Treasury Bills | | | 1.111 | % | | | 10/06/22 | | | | 121,652 | | | | 121,392,392 | |
U.S. Treasury Bills | | | 1.185 | % | | | 10/13/22 | | | | 99,190 | | | | 98,922,682 | |
U.S. Treasury Bills | | | 1.287 | % | | | 10/20/22 | | | | 122,276 | | | | 121,864,414 | |
U.S. Treasury Bills | | | 1.356 | % | | | 10/27/22 | | | | 100,212 | | | | 99,813,711 | |
U.S. Treasury Bills | | | 1.331 | % | | | 11/03/22 | | | | 118,843 | | | | 118,298,366 | |
U.S. Treasury Bills | | | 1.408 | % | | | 11/10/22 | | | | 89,773 | | | | 89,320,662 | |
U.S. Treasury Bills | | | 1.471 | % | | | 11/17/22 | | | | 80,083 | | | | 79,623,888 | |
U.S. Treasury Bills | | | 1.504 | % | | | 11/25/22 | | | | 24,261 | | | | 24,100,236 | |
U.S. Treasury Bills | | | 1.649 | % | | | 12/01/22 | | | | 93,723 | | | | 93,043,926 | |
U.S. Treasury Bills | | | 2.141 | % | | | 12/08/22 | | | | 116,013 | | | | 115,137,013 | |
U.S. Treasury Bills | | | 2.227 | % | | | 12/15/22 | | | | 105,823 | | | | 104,970,816 | |
U.S. Treasury Bills | | | 2.418 | % | | | 12/22/22 | | | | 34,722 | | | | 34,399,252 | |
U.S. Treasury Bills | | | 2.472 | % | | | 12/29/22 | | | | 82,459 | | | | 81,648,572 | |
U.S. Treasury Bills | | | 2.641 | % | | | 01/05/23 | | | | 84,059 | | | | 83,186,433 | |
U.S. Treasury Bills | | | 2.905 | % | | | 01/12/23 | | | | 95,239 | | | | 94,193,110 | |
U.S. Treasury Bills | | | 2.950 | % | | | 01/19/23 | | | | 84,808 | | | | 83,817,749 | |
U.S. Treasury Bills | | | 2.882 | % | | | 01/26/23 | | | | 44,818 | | | | 44,267,606 | |
U.S. Treasury Bills | | | 3.009 | % | | | 02/02/23 | | | | 83,973 | | | | 82,853,499 | |
U.S. Treasury Bills | | | 3.034 | % | | | 02/09/23 | | | | 122,822 | | | | 121,098,062 | |
U.S. Treasury Bills | | | 3.120 | % | | | 02/16/23 | | | | 56,391 | | | | 55,550,384 | |
U.S. Treasury Bills | | | 3.224 | % | | | 02/23/23 | | | | 159,120 | | | | 156,638,870 | |
TOTAL U.S. TREASURY OBLIGATIONS (Cost $2,195,271,049) | | | | | | | | | | | | | | | 2,192,165,632 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT - 5.4% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.0% (United States)(a) | | | | | | | | | | | 146,992 | | | | 146,992,169 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT (Cost $146,992,169) | | | | | | | | | | | | | | | 146,992,169 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $2,342,263,218) | | | | | | | | | | | | | | | 2,339,157,801 | |
TOTAL INVESTMENTS - 87.0% | | | | | | | | | | | | | | | | |
(Cost $2,342,263,218) | | | | | | | | | | | | | | | 2,339,157,801 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 13.0% | | | | | | | | | | | | | | | 348,100,769 | |
NET ASSETS - 100.0% | | | | | | | | | | | | | | $ | 2,687,258,570 | |
* | 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, 2022. |
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, 2022
Futures contracts outstanding as of August 31, 2022 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Mar-23 | | | | 952 | | | $ | 233,725,868 | | | $ | (1,539,138 | ) |
3-Month Euro Euribor | | | Jun-23 | | | | 472 | | | | 115,655,581 | | | | (630,044 | ) |
3-Month Euro Euribor | | | Dec-23 | | | | 420 | | | | 102,934,968 | | | | (617,507 | ) |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 912 | | | | 218,583,599 | | | | (987,738 | ) |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 628 | | | | 150,570,849 | | | | (971,675 | ) |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 1 | | | | 240,188 | | | | (88 | ) |
Amsterdam Index Futures | | | Sep-22 | | | | 191 | | | | 26,107,383 | | | | (1,812,750 | ) |
AUD/USD Currency Futures | | | Sep-22 | | | | 418 | | | | 28,622,550 | | | | (360,013 | ) |
Bank Acceptance Futures | | | Mar-23 | | | | 117 | | | | 21,334,783 | | | | (79,130 | ) |
Bank Acceptance Futures | | | Jun-23 | | | | 78 | | | | 14,222,446 | | | | (76,550 | ) |
BIST 30 Index Futures | | | Oct-22 | | | | 850 | | | | 1,691,660 | | | | 8,756 | |
Brent Crude Futures | | | Nov-22 | | | | 111 | | | | 10,616,040 | | | | (36,860 | ) |
Brent Crude Futures | | | Dec-22 | | | | 31 | | | | 2,920,510 | | | | (89,830 | ) |
Brent Crude Futures | | | Jan-23 | | | | 11 | | | | 1,022,230 | | | | (38,990 | ) |
Brent Crude Oil Last Day | | | Nov-22 | | | | 4 | | | | 382,560 | | | | (15,450 | ) |
CAC40 10 Euro Futures | | | Sep-22 | | | | 570 | | | | 35,079,743 | | | | (2,497,804 | ) |
CAD Currency Futures | | | Sep-22 | | | | 926 | | | | 70,551,939 | | | | (1,005,565 | ) |
Cattle Feeder Futures | | | Oct-22 | | | | 4 | | | | 366,950 | | | | (8,113 | ) |
CHF Currency Futures | | | Sep-22 | | | | 340 | | | | 43,592,250 | | | | (783,950 | ) |
Cocoa Futures ICE | | | Dec-22 | | | | 4 | | | | 87,267 | | | | 1,336 | |
Cocoa Futures ICE | | | Mar-23 | | | | 10 | | | | 214,217 | | | | 1,406 | |
Cocoa Futures ICE | | | May-23 | | | | 1 | | | | 21,247 | | | | 825 | |
Coffee ‘C’ Futures | | | Dec-22 | | | | 345 | | | | 30,435,469 | | | | 1,423,031 | |
Coffee ‘C’ Futures | | | Mar-23 | | | | 12 | | | | 1,028,700 | | | | 8,325 | |
Coffee ‘C’ Futures | | | May-23 | | | | 3 | | | | 253,125 | | | | (3,394 | ) |
Coffee Robusta Futures | | | Nov-22 | | | | 114 | | | | 2,565,000 | | | | (930 | ) |
Coffee Robusta Futures | | | Jan-23 | | | | 64 | | | | 1,432,320 | | | | 17,370 | |
Corn Futures | | | Dec-22 | | | | 444 | | | | 14,885,100 | | | | 670,388 | |
Corn Futures | | | Mar-23 | | | | 321 | | | | 10,857,825 | | | | 238,825 | |
Corn Futures | | | May-23 | | | | 19 | | | | 644,338 | | | | 2,688 | |
Cotton No.2 Futures | | | Dec-22 | | | | 213 | | | | 12,056,865 | | | | 163,810 | |
Cotton No.2 Futures | | | Mar-23 | | | | 13 | | | | 715,910 | | | | (13,410 | ) |
DAX Index Futures | | | Sep-22 | | | | 1 | | | | 322,766 | | | | (4,648 | ) |
DJIA Mini E-CBOT | | | Sep-22 | | | | 256 | | | | 40,360,960 | | | | (2,277,706 | ) |
Dollar Index | | | Sep-22 | | | | 58 | | | | 6,302,570 | | | | 170,820 | |
Dutch TTF Gas Futures | | | Oct-22 | | | | 5 | | | | 898,081 | | | | (263,270 | ) |
E-Mini Crude Oil | | | Oct-22 | | | | 3 | | | | 134,325 | | | | (7,225 | ) |
E-Mini Energy Select Futures | | | Sep-22 | | | | 2 | | | | 167,660 | | | | 12,180 | |
E-Mini Natural Gas | | | Oct-22 | | | | 12 | | | | 273,810 | | | | (12,365 | ) |
E-Mini Utilities Select Futures | | | Sep-22 | | | | 4 | | | | 299,680 | | | | (3,190 | ) |
Euro STOXX 50 | | | Sep-22 | | | | 537 | | | | 18,996,051 | | | | (1,242,516 | ) |
Euro/JPY Futures | | | Sep-22 | | | | 138 | | | | 17,299,046 | | | | (60,383 | ) |
Euro-Bobl Futures | | | Sep-22 | | | | 62 | | | | 7,668,767 | | | | (6,231 | ) |
Euro-BTP Futures | | | Sep-22 | | | | 418 | | | | 50,202,679 | | | | (1,964,555 | ) |
Euro-Bund Futures | | | Sep-22 | | | | 120 | | | | 17,844,373 | | | | (243,189 | ) |
Euro-Oat Futures | | | Sep-22 | | | | 371 | | | | 51,459,114 | | | | (163,958 | ) |
European Climate Exchange Futures | | | Dec-22 | | | | 43 | | | | 3,458,340 | | | | (478,268 | ) |
FTSE 100 Index Futures | | | Sep-22 | | | | 2,166 | | | | 183,370,607 | | | | (2,173,354 | ) |
FTSE/JSE TOP 40 | | | Sep-22 | | | | 3 | | | | 106,414 | | | | (5,745 | ) |
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, 2022
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
FTSE/MIB Index Futures | | | Sep-22 | | | | 67 | | | $ | 7,261,077 | | | $ | (480,413 | ) |
Gasoline RBOB Futures | | | Oct-22 | | | | 68 | | | | 6,942,365 | | | | (832,490 | ) |
Gasoline RBOB Futures | | | Nov-22 | | | | 4 | | | | 401,167 | | | | (29,463 | ) |
Gasoline RBOB Futures | | | Jan-23 | | | | 1 | | | | 98,322 | | | | (9,395 | ) |
Gold 100 Oz Futures | | | Dec-22 | | | | 119 | | | | 20,541,780 | | | | (219,230 | ) |
Hang Seng Index Futures | | | Sep-22 | | | | 40 | | | | 5,051,537 | | | | 1,174 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-22 | | | | 42 | | | | 45,206,118 | | | | (274,249 | ) |
JPY Currency Futures | | | Sep-22 | | | | 2 | | | | 180,450 | | | | 294 | |
Lean Hogs Futures | | | Oct-22 | | | | 34 | | | | 1,244,740 | | | | (96,160 | ) |
Lean Hogs Futures | | | Dec-22 | | | | 84 | | | | 2,818,200 | | | | (6,530 | ) |
Live Cattle Futures | | | Oct-22 | | | | 155 | | | | 8,839,650 | | | | (127,000 | ) |
Live Cattle Futures | | | Dec-22 | | | | 22 | | | | 1,306,580 | | | | (20,020 | ) |
Live Cattle Futures | | | Feb-23 | | | | 11 | | | | 674,630 | | | | (2,070 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,131 | | | | 131 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,119 | | | | (1,806 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 10 | | | | 591,188 | | | | 1,700 | |
LME Aluminum Forward | | | Sep-22 | | | | 1,984 | | | | 117,291,599 | | | | (11,905,452 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,119 | | | | 206 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,147 | | | | (1,828 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 4 | | | | 236,610 | | | | (6,793 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | 118,350 | | | | (3,727 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 12 | | | | 710,100 | | | | 600 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | 59,175 | | | | (1,338 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | 118,350 | | | | (4,488 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 18 | | | | 1,065,150 | | | | (14,850 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | 59,013 | | | | (1,425 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 7 | | | | 412,067 | | | | (17,183 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | 58,872 | | | | (1,491 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 7 | | | | 412,694 | | | | (23,144 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 7 | | | | 412,808 | | | | (16,580 | ) |
LME Aluminum Forward | | | Dec-22 | | | | 980 | | | | 57,869,000 | | | | (1,584,339 | ) |
LME Copper Forward | | | Sep-22 | | | | 4 | | | | 784,750 | | | | (128,744 | ) |
LME Copper Forward | | | Sep-22 | | | | 3 | | | | 588,750 | | | | (69,675 | ) |
LME Copper Forward | | | Sep-22 | | | | 3 | | | | 588,563 | | | | 28,688 | |
LME Copper Forward | | | Sep-22 | | | | 874 | | | | 171,467,874 | | | | (10,808,444 | ) |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | 196,100 | | | | 4,425 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | 196,025 | | | | 4,322 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | 195,988 | | | | (16,450 | ) |
LME Copper Forward | | | Sep-22 | | | | 5 | | | | 979,938 | | | | 25,913 | |
LME Copper Forward | | | Oct-22 | | | | 2 | | | | 391,975 | | | | 12,375 | |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | 195,988 | | | | (63 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | 195,881 | | | | (5,475 | ) |
LME Copper Forward | | | Oct-22 | | | | 4 | | | | 783,300 | | | | 9,065 | |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | 195,666 | | | | (5,579 | ) |
LME Copper Forward | | | Oct-22 | | | | 3 | | | | 586,688 | | | | (16,886 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | 195,494 | | | | 2,206 | |
LME Copper Forward | | | Nov-22 | | | | 3 | | | | 586,232 | | | | (13,569 | ) |
LME Copper Forward | | | Nov-22 | | | | 4 | | | | 781,067 | | | | (7,483 | ) |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | 195,100 | | | | (6,188 | ) |
LME Copper Forward | | | Dec-22 | | | | 340 | | | | 66,253,249 | | | | (1,312,078 | ) |
LME Lead Forward | | | Sep-22 | | | | 1 | | | | 48,796 | | | | (704 | ) |
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, 2022
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Lead Forward | | | Sep-22 | | | | 1 | | | $ | 48,804 | | | $ | (696 | ) |
LME Lead Forward | | | Sep-22 | | | | 15 | | | | 732,844 | | | | 3,469 | |
LME Lead Forward | | | Sep-22 | | | | 134 | | | | 6,546,738 | | | | (517,584 | ) |
LME Lead Forward | | | Sep-22 | | | | 7 | | | | 341,381 | | | | (11,004 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,789 | | | | 651 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,797 | | | | 309 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,816 | | | | 666 | |
LME Lead Forward | | | Oct-22 | | | | 3 | | | | 146,472 | | | | 3,685 | |
LME Lead Forward | | | Oct-22 | | | | 2 | | | | 97,680 | | | | (1,813 | ) |
LME Lead Forward | | | Oct-22 | | | | 15 | | | | 732,656 | | | | (75,086 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,788 | | | | (888 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,788 | | | | (1,463 | ) |
LME Lead Forward | | | Oct-22 | | | | 2 | | | | 97,575 | | | | (2,900 | ) |
LME Lead Forward | | | Nov-22 | | | | 2 | | | | 97,575 | | | | (5,325 | ) |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | 48,788 | | | | (888 | ) |
LME Lead Forward | | | Nov-22 | | | | 4 | | | | 195,150 | | | | (19,950 | ) |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | 48,788 | | | | (5,963 | ) |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | 48,788 | | | | (5,740 | ) |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | 48,744 | | | | (894 | ) |
LME Lead Forward | | | Dec-22 | | | | 9 | | | | 438,750 | | | | (50,153 | ) |
LME Nickel Forward | | | Sep-22 | | | | 1 | | | | 128,022 | | | | (1,338 | ) |
LME Nickel Forward | | | Sep-22 | | | | 14 | | | | 1,792,308 | | | | (395,335 | ) |
LME Nickel Forward | | | Sep-22 | | | | 3 | | | | 384,274 | | | | (7,233 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | 128,181 | | | | 4,268 | |
LME Nickel Forward | | | Oct-22 | | | | 5 | | | | 641,010 | | | | (32,892 | ) |
LME Nickel Forward | | | Nov-22 | | | | 2 | | | | 256,602 | | | | (34,128 | ) |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | 128,326 | | | | (4,334 | ) |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | 128,466 | | | | (294 | ) |
LME Nickel Forward | | | Dec-22 | | | | 2 | | | | 257,244 | | | | (16,994 | ) |
LME Zinc Forward | | | Sep-22 | | | | 5 | | | | 441,063 | | | | 59,188 | |
LME Zinc Forward | | | Sep-22 | | | | 236 | | | | 20,818,150 | | | | (47,118 | ) |
LME Zinc Forward | | | Oct-22 | | | | 9 | | | | 787,838 | | | | (26,893 | ) |
LME Zinc Forward | | | Oct-22 | | | | 27 | | | | 2,363,513 | | | | 10,109 | |
LME Zinc Forward | | | Nov-22 | | | | 3 | | | | 260,438 | | | | (13,837 | ) |
LME Zinc Forward | | | Dec-22 | | | | 112 | | | | 9,637,600 | | | | (237,594 | ) |
Low Sulphur Gasoil G Futures | | | Sep-22 | | | | 68 | | | | 7,469,800 | | | | 554,950 | |
Low Sulphur Gasoil G Futures | | | Oct-22 | | | | 135 | | | | 14,515,875 | | | | 137,750 | |
Low Sulphur Gasoil G Futures | | | Nov-22 | | | | 21 | | | | 2,187,150 | | | | 38,775 | |
Low Sulphur Gasoil G Futures | | | Dec-22 | | | | 6 | | | | 602,700 | | | | (18,050 | ) |
Low Sulphur Gasoil G Futures | | | Jan-23 | | | | 5 | | | | 492,500 | | | | (27,475 | ) |
Micro E-mini Nasdaq 100 Index Futures | | | Sep-22 | | | | 1 | | | | 24,571 | | | | 213 | |
Mill Wheat Euro | | | Sep-22 | | | | 3 | | | | 50,084 | | | | (8,982 | ) |
Mill Wheat Euro | | | Dec-22 | | | | 25 | | | | 407,635 | | | | (2,801 | ) |
Mill Wheat Euro | | | Mar-23 | | | | 12 | | | | 195,815 | | | | (301 | ) |
Mill Wheat Euro | | | May-23 | | | | 1 | | | | 16,305 | | | | (25 | ) |
Mini TOPIX Index Futures | | | Sep-22 | | | | 15 | | | | 211,841 | | | | (387 | ) |
MXN Currency Futures | | | Sep-22 | | | | 987 | | | | 24,408,510 | | | | (86,955 | ) |
Nasdaq 100 E-Mini | | | Sep-22 | | | | 60 | | | | 14,742,300 | | | | (1,037,180 | ) |
Natural Gas Futures | | | Oct-22 | | | | 267 | | | | 24,369,090 | | | | (380,297 | ) |
Natural Gas Futures | | | Nov-22 | | | | 114 | | | | 10,475,460 | | | | 800,050 | |
Natural Gas Futures | | | Dec-22 | | | | 9 | | | | 839,340 | | | | 23,890 | |
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, 2022
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Natural Gas Futures | | | Jan-23 | | | | 5 | | | $ | 469,800 | | | $ | 10,300 | |
Natural Gas Futures ICE | | | Oct-22 | | | | 5 | | | | 705,197 | | | | (43,809 | ) |
Natural Gas Futures ICE | | | Nov-22 | | | | 5 | | | | 823,505 | | | | 12,755 | |
Nikkei 225 (Chicago Mercantile Exchange) | | | Sep-22 | | | | 4 | | | | 557,100 | | | | (8,875 | ) |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-22 | | | | 235 | | | | 47,566,672 | | | | (212,993 | ) |
Nikkei 225 (Singapore Exchange) | | | Sep-22 | | | | 198 | | | | 20,006,658 | | | | (557,009 | ) |
Nikkei/Yen Futures | | | Sep-22 | | | | 17 | | | | 1,704,283 | | | | 4,373 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-22 | | | | 106 | | | | 16,327,265 | | | | (1,252 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-22 | | | | 24 | | | | 3,637,872 | | | | 8,266 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-22 | | | | 6 | | | | 893,743 | | | | (7,770 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Jan-23 | | | | 4 | | | | 585,228 | | | | (12,936 | ) |
OMX Stockholm 30 Index Futures | | | Sep-22 | | | | 280 | | | | 5,040,525 | | | | (363,768 | ) |
Orange Juice Futures | | | Nov-22 | | | | 16 | | | | 444,840 | | | | 48,398 | |
Palm Oil Futures | | | Nov-22 | | | | 2 | | | | 46,297 | | | | (922 | ) |
Palm Oil Futures | | | Jan-23 | | | | 1 | | | | 23,545 | | | | (290 | ) |
Rapeseed Euro | | | Nov-22 | | | | 1 | | | | 30,978 | | | | (2,136 | ) |
Rough Rice Futures | | | Nov-22 | | | | 12 | | | | 428,160 | | | | 10,110 | |
Russell 2000 E-Mini | | | Sep-22 | | | | 113 | | | | 10,421,990 | | | | (512,575 | ) |
S&P 500 E-Mini Futures | | | Sep-22 | | | | 131 | | | | 25,915,075 | | | | (1,537,863 | ) |
S&P Mid 400 E-Mini | | | Sep-22 | | | | 4 | | | | 972,120 | | | | (37,210 | ) |
S&P/TSX 60 IX Futures | | | Sep-22 | | | | 35 | | | | 6,209,312 | | | | (130,655 | ) |
SGX Nifty 50 | | | Sep-22 | | | | 382 | | | | 13,377,640 | | | | (59,273 | ) |
Soybean Futures | | | Nov-22 | | | | 590 | | | | 41,963,750 | | | | (874,798 | ) |
Soybean Futures | | | Jan-23 | | | | 21 | | | | 1,499,138 | | | | 413 | |
Soybean Futures | | | Mar-23 | | | | 129 | | | | 9,223,500 | | | | 156,138 | |
Soybean Meal Futures | | | Dec-22 | | | | 222 | | | | 9,215,220 | | | | 127,650 | |
Soybean Meal Futures | | | Jan-23 | | | | 18 | | | | 737,820 | | | | (12,070 | ) |
Soybean Oil Futures | | | Dec-22 | | | | 159 | | | | 6,437,592 | | | | (121,812 | ) |
Soybean Oil Futures | | | Jan-23 | | | | 11 | | | | 439,296 | | | | (108 | ) |
Soybean Oil Futures | | | Mar-23 | | | | 1 | | | | 39,300 | | | | 1,470 | |
SPI 200 Futures | | | Sep-22 | | | | 506 | | | | 59,794,177 | | | | (228,780 | ) |
STOXX Dividend Futures | | | Dec-23 | | | | 4 | | | | 44,620 | | | | (794 | ) |
STOXX Europe 600 Utilities Index | | | Sep-22 | | | | 1 | | | | 17,868 | | | | (1,146 | ) |
Topix Index Futures | | | Sep-22 | | | | 294 | | | | 41,520,820 | | | | 132,769 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 1,256 | | | | 146,834,249 | | | | (257,172 | ) |
USD/BRL Futures | | | Oct-22 | | | | 1 | | | | 19,065 | | | | (545 | ) |
USD/CNH Futures | | | Sep-22 | | | | 2 | | | | 199,994 | | | | 3,168 | |
USD/NOK Futures | | | Sep-22 | | | | 32 | | | | 3,201,127 | | | | 126,825 | |
USD/SEK Futures | | | Sep-22 | | | | 5 | | | | 499,780 | | | | 37,622 | |
USD/TRY Futures | | | Oct-22 | | | | 127 | | | | 133,341 | | | | (216 | ) |
Wheat (Chicago Board of Trade) | | | Dec-22 | | | | 45 | | | | 1,870,875 | | | | 61,875 | |
White Sugar ICE | | | Oct-22 | | | | 56 | | | | 1,542,240 | | | | 3,400 | |
White Sugar ICE | | | Dec-22 | | | | 51 | | | | 1,333,650 | | | | (2,985 | ) |
White Sugar ICE | | | Mar-23 | | | | 6 | | | | 150,600 | | | | (785 | ) |
WTI Crude Futures | | | Oct-22 | | | | 339 | | | | 30,357,450 | | | | 212,955 | |
WTI Crude Futures | | �� | Nov-22 | | | | 16 | | | | 1,424,480 | | | | (12,350 | ) |
WTI Crude Futures | | | Dec-22 | | | | 43 | | | | 3,797,330 | | | | (86,240 | ) |
WTI Crude Futures | | | Jan-23 | | | | 8 | | | | 700,160 | | | | (24,480 | ) |
| | | | | | | | | | | | | | $ | (51,335,422 | ) |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-22 | | | | 12 | | | $ | (1,291,517 | ) | | $ | (2,203 | ) |
1-Month SOFR Future | | | Jan-23 | | | | 6 | | | | (2,408,193 | ) | | | 4,667 | |
3-Month Euro Euribor | | | Mar-23 | | | | 21 | | | | (5,155,718 | ) | | | 40,550 | |
3-Month Euro Euribor | | | Jun-23 | | | | 216 | | | | (52,927,131 | ) | | | 279,289 | |
3-Month Euro Euribor | | | Sep-23 | | | | 117 | | | | (28,661,514 | ) | | | 195,514 | |
3-Month Euro Euribor | | | Dec-23 | | | | 119 | | | | (29,164,908 | ) | | | 181,419 | |
3-Month Euro Euribor | | | Mar-24 | | | | 118 | | | | (28,942,059 | ) | | | 161,245 | |
3-Month Euro Euribor | | | Jun-24 | | | | 179 | | | | (43,939,610 | ) | | | 180,038 | |
3-Month Euro Euribor | | | Sep-24 | | | | 119 | | | | (29,232,177 | ) | | | 127,076 | |
3-Month Euro Euribor | | | Dec-24 | | | | 107 | | | | (26,296,491 | ) | | | 104,993 | |
3-Month Euro Euribor | | | Mar-25 | | | | 91 | | | | (22,366,592 | ) | | | 69,455 | |
3-Month Euro Euribor | | | Jun-25 | | | | 140 | | | | (34,406,625 | ) | | | 94,252 | |
3-Month Euro Euribor | | | Sep-25 | | | | 32 | | | | (7,861,959 | ) | | | 27,448 | |
3-Month Euro Euribor | | | Dec-25 | | | | 2 | | | | (491,171 | ) | | | 427 | |
3-Month SARON Futures | | | Dec-22 | | | | 6 | | | | (1,519,488 | ) | | | 2,890 | |
3-Month SARON Futures | | | Mar-23 | | | | 3 | | | | (756,752 | ) | | | 2,148 | |
3-Month SOFR Futures | | | Dec-22 | | | | 44 | | | | (10,588,050 | ) | | | 62,613 | |
3-Month SOFR Futures | | | Mar-23 | | | | 206 | | | | (49,506,950 | ) | | | 101,263 | |
3-Month SOFR Futures | | | Jun-23 | | | | 454 | | | | (109,158,624 | ) | | | 315,550 | |
3-Month SOFR Futures | | | Sep-23 | | | | 53 | | | | (12,764,388 | ) | | | 51,850 | |
3-Month SOFR Futures | | | Dec-23 | | | | 1,178 | | | | (284,266,124 | ) | | | 216,388 | |
3-Month SOFR Futures | | | Mar-24 | | | | 197 | | | | (47,634,600 | ) | | | 96,675 | |
3-Month SOFR Futures | | | Jun-24 | | | | 29 | | | | (7,023,438 | ) | | | 24,088 | |
3-Month SOFR Futures | | | Sep-24 | | | | 33 | | | | (8,000,438 | ) | | | 27,150 | |
3-Month SOFR Futures | | | Dec-24 | | | | 26 | | | | (6,307,925 | ) | | | 21,450 | |
3-Month SOFR Futures | | | Mar-25 | | | | 113 | | | | (27,432,163 | ) | | | 34,763 | |
3-Month SOFR Futures | | | Jun-25 | | | | 7 | | | | (1,700,038 | ) | | | 1,963 | |
3-Month SOFR Futures | | | Sep-25 | | | | 7 | | | | (1,700,563 | ) | | | 1,850 | |
3-Month SOFR Futures | | | Dec-25 | | | | 7 | | | | (1,700,913 | ) | | | 1,725 | |
3-Month SOFR Futures | | | Mar-26 | | | | 6 | | | | (1,458,000 | ) | | | 1,300 | |
3-Month SOFR Futures | | | Jun-26 | | | | 5 | | | | (1,215,063 | ) | | | 763 | |
3-Month SOFR Futures | | | Sep-26 | | | | 5 | | | | (1,215,125 | ) | | | 750 | |
90-DAY Bank Bill | | | Dec-22 | | | | 71 | | | | (48,177,985 | ) | | | (17,658 | ) |
90-DAY Bank Bill | | | Mar-23 | | | | 347 | | | | (235,225,591 | ) | | | 5,670 | |
90-DAY Bank Bill | | | Jun-23 | | | | 88 | | | | (59,628,990 | ) | | | 19,768 | |
90-DAY Bank Bill | | | Sep-23 | | | | 50 | | | | (33,881,763 | ) | | | 17,156 | |
90-DAY Bank Bill | | | Dec-23 | | | | 16 | | | | (10,843,753 | ) | | | 7,455 | |
90-DAY Bank Bill | | | Mar-24 | | | | 12 | | | | (8,134,205 | ) | | | 3,780 | |
90-DAY Bank Bill | | | Jun-24 | | | | 9 | | | | (6,101,250 | ) | | | 4,160 | |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 50 | | | | (11,991,875 | ) | | | 112,625 | |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 54 | | | | (12,942,450 | ) | | | 200,100 | |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 695 | | | | (166,634,937 | ) | | | 659,113 | |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 141 | | | | (33,866,438 | ) | | | 105,975 | |
90-DAY Eurodollar Futures | | | Dec-23 | | | | 154 | | | | (37,062,025 | ) | | | 99,963 | |
90-DAY Eurodollar Futures | | | Mar-24 | | | | 154 | | | | (37,137,100 | ) | | | 77,413 | |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 184 | | | | (44,442,900 | ) | | | 130,800 | |
90-DAY Eurodollar Futures | | | Sep-24 | | | | 141 | | | | (34,092,038 | ) | | | 53,213 | |
90-DAY Eurodollar Futures | | | Dec-24 | | | | 123 | | | | (29,761,388 | ) | | | 40,513 | |
90-DAY Eurodollar Futures | | | Mar-25 | | | | 743 | | | | (179,889,587 | ) | | | 22,250 | |
90-DAY Eurodollar Futures | | | Jun-25 | | | | 110 | | | | (26,643,375 | ) | | | 68,988 | |
90-DAY Eurodollar Futures | | | Sep-25 | | | | 61 | | | | (14,779,538 | ) | | | 47,788 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
90-DAY Eurodollar Futures | | | Jun-26 | | | | 3 | | | $ | (727,088 | ) | | $ | 150 | |
90-DAY Eurodollar Futures | | | Sep-26 | | | | 2 | | | | (484,750 | ) | | | 1,413 | |
Amsterdam Index Futures | | | Sep-22 | | | | 5 | | | | (683,439 | ) | | | 17,948 | |
AUD/USD Currency Futures | | | Sep-22 | | | | 2,216 | | | | (151,740,599 | ) | | | 5,565,104 | |
Australian 10-Year Bond Futures | | | Sep-22 | | | | 1,158 | | | | (95,051,338 | ) | | | (1,943 | ) |
Australian 3-Year Bond Futures | | | Sep-22 | | | | 1,230 | | | | (90,653,105 | ) | | | (66,239 | ) |
Bank Acceptance Futures | | | Dec-22 | | | | 17 | | | | (3,100,088 | ) | | | 14,905 | |
Bank Acceptance Futures | | | Mar-23 | | | | 134 | | | | (24,434,709 | ) | | | 34,416 | |
Bank Acceptance Futures | | | Jun-23 | | | | 42 | | | | (7,658,240 | ) | | | 30,980 | |
Bank Acceptance Futures | | | Sep-23 | | | | 27 | | | | (4,924,696 | ) | | | 26,916 | |
Bank Acceptance Futures | | | Dec-23 | | | | 25 | | | | (4,562,759 | ) | | | 24,660 | |
Bank Acceptance Futures | | | Mar-24 | | | | 18 | | | | (3,288,442 | ) | | | 16,865 | |
Bank Acceptance Futures | | | Jun-24 | | | | 14 | | | | (2,560,209 | ) | | | 11,621 | |
Brent Crude Futures | | | Nov-22 | | | | 20 | | | | (1,912,800 | ) | | | 17,497 | |
CAC40 10 Euro Futures | | | Sep-22 | | | | 34 | | | | (2,092,476 | ) | | | 18,989 | |
CAD Currency Futures | | | Sep-22 | | | | 885 | | | | (67,428,150 | ) | | | 977,536 | |
Canadian 10-Year Bond Futures | | | Dec-22 | | | | 1,291 | | | | (122,469,783 | ) | | | 660,083 | |
Canadian 5-Year Bond Futures | | | Dec-22 | | | | 2 | | | | (171,729 | ) | | | 274 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-22 | | | | 50 | | | | (636,083 | ) | | | 3,225 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-23 | | | | 3 | | | | (38,567 | ) | | | (227 | ) |
Cattle Feeder Futures | | | Oct-22 | | | | 2 | | | | (183,475 | ) | | | 650 | |
CHF Currency Futures | | | Sep-22 | | | | 14 | | | | (1,794,975 | ) | | | 17,531 | |
Cocoa Futures | | | Dec-22 | | | | 209 | | | | (5,043,170 | ) | | | (46,112 | ) |
Cocoa Futures | | | Mar-23 | | | | 107 | | | | (2,563,720 | ) | | | (14,200 | ) |
Cocoa Futures ICE | | | Sep-22 | | | | 43 | | | | (899,153 | ) | | | (39,323 | ) |
Cocoa Futures ICE | | | Dec-22 | | | | 82 | | | | (1,788,966 | ) | | | (95,027 | ) |
Cocoa Futures ICE | | | Mar-23 | | | | 1 | | | | (21,422 | ) | | | (964 | ) |
Copper Futures | | | Dec-22 | | | | 183 | | | | (16,097,138 | ) | | | 499,525 | |
Copper Futures | | | Mar-23 | | | | 1 | | | | (87,925 | ) | | | 6,413 | |
Corn Futures | | | Dec-22 | | | | 92 | | | | (3,084,300 | ) | | | (317,125 | ) |
DAX Index Futures | | | Sep-22 | | | | 205 | | | | (66,157,476 | ) | | | 1,308,344 | |
DAX-Mini Futures | | | Sep-22 | | | | 3 | | | | (193,660 | ) | | | 1,005 | |
DJIA Mini E-CBOT | | | Sep-22 | | | | 114 | | | | (17,973,240 | ) | | | 459,412 | |
E-Mini Consumer Discretionary Select Futures | | | Sep-22 | | | | 1 | | | | (157,080 | ) | | | 11,390 | |
E-Mini Consumer Staples Select Futures | | | Sep-22 | | | | 2 | | | | (147,020 | ) | | | 1,410 | |
E-Mini Financial Select Futures | | | Sep-22 | | | | 1 | | | | (101,550 | ) | | | 663 | |
E-Mini Industrial Select Futures | | | Sep-22 | | | | 1 | | | | (93,430 | ) | | | 670 | |
E-Mini Materials Select Futures | | | Sep-22 | | | | 1 | | | | (79,710 | ) | | | 600 | |
E-Mini S&P 500 Futures | | | Sep-22 | | | | 1 | | | | (51,075 | ) | | | 1 | |
E-Mini Technology Select Futures | | | Sep-22 | | | | 1 | | | | (136,250 | ) | | | 3,009 | |
EUR Foreign Exchange Currency Futures | | | Sep-22 | | | | 2,407 | | | | (302,559,899 | ) | | | 11,560,906 | |
Euro BUXL 30-Year Bond Futures | | | Sep-22 | | | | 101 | | | | (16,706,965 | ) | | | 574,774 | |
Euro E-Mini Futures | | | Sep-22 | | | | 2 | | | | (125,700 | ) | | | 5,269 | |
Euro STOXX 50 | | | Sep-22 | | | | 453 | | | | (16,024,602 | ) | | | 296,135 | |
Euro/GBP Futures | | | Sep-22 | | | | 1 | | | | (125,688 | ) | | | (1,953 | ) |
Euro-Bobl Futures | | | Sep-22 | | | | 893 | | | | (110,454,982 | ) | | | 1,250,285 | |
Euro-BTP Futures | | | Sep-22 | | | | 313 | | | | (37,591,958 | ) | | | 1,045,487 | |
Euro-Bund Futures | | | Sep-22 | | | | 1,189 | | | | (176,807,994 | ) | | | 5,516,222 | |
Euro-Oat Futures | | | Sep-22 | | | | 381 | | | | (52,846,152 | ) | | | 1,052,357 | |
Euro-Schatz Futures | | | Sep-22 | | | | 1,325 | | | | (144,621,232 | ) | | | 1,027,334 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
FTSE 100 Index Futures | | | Sep-22 | | | | 297 | | | $ | (25,143,615 | ) | | $ | 161,536 | |
FTSE China A50 Index | | | Sep-22 | | | | 618 | | | | (8,356,596 | ) | | | 899 | |
FTSE KLCI Futures | | | Sep-22 | | | | 11 | | | | (182,924 | ) | | | (799 | ) |
FTSE Taiwan Index | | | Sep-22 | | | | 51 | | | | (2,666,280 | ) | | | 32,918 | |
FTSE/JSE TOP 40 | | | Sep-22 | | | | 26 | | | | (922,255 | ) | | | (3,238 | ) |
FTSE/MIB Index Futures | | | Sep-22 | | | | 32 | | | | (3,467,977 | ) | | | 347 | |
Gasoline RBOB Futures | | | Oct-22 | | | | 133 | | | | (13,578,449 | ) | | | 1,547,426 | |
GBP Currency Futures | | | Sep-22 | | | | 1,178 | | | | (85,537,524 | ) | | | 3,162,713 | |
Gold 100 Oz Futures | | | Dec-22 | | | | 657 | | | | (113,411,339 | ) | | | 1,369,686 | |
Gold 100 Oz Futures | | | Feb-23 | | | | 5 | | | | (869,450 | ) | | | 3,250 | |
Hang Seng China Enterprises Index Futures | | | Sep-22 | | | | 226 | | | | (9,816,071 | ) | | | (42,963 | ) |
Hang Seng Index Futures | | | Sep-22 | | | | 413 | | | | (52,157,122 | ) | | | 218,902 | |
IBEX 35 Index Futures | | | Sep-22 | | | | 6 | | | | (475,776 | ) | | | 11,909 | |
Ice Three Miont SONIA Index Futures | | | Dec-22 | | | | 95 | | | | (26,570,831 | ) | | | 168,083 | |
Ice Three Miont SONIA Index Futures | | | Mar-23 | | | | 510 | | | | (141,806,553 | ) | | | 1,824,284 | |
Ice Three Miont SONIA Index Futures | | | Jun-23 | | | | 126 | | | | (34,988,819 | ) | | | 358,514 | |
Ice Three Miont SONIA Index Futures | | | Sep-23 | | | | 84 | | | | (23,335,638 | ) | | | 296,247 | |
Ice Three Miont SONIA Index Futures | | | Dec-23 | | | | 327 | | | | (90,984,754 | ) | | | 631,948 | |
Ice Three Miont SONIA Index Futures | | | Mar-24 | | | | 187 | | | | (52,134,225 | ) | | | 541,554 | |
Ice Three Miont SONIA Index Futures | | | Jun-24 | | | | 83 | | | | (23,186,795 | ) | | | 246,831 | |
Ice Three Miont SONIA Index Futures | | | Sep-24 | | | | 76 | | | | (21,274,323 | ) | | | 212,910 | |
Ice Three Miont SONIA Index Futures | | | Dec-24 | | | | 105 | | | | (29,442,473 | ) | | | 258,855 | |
Ice Three Miont SONIA Index Futures | | | Mar-25 | | | | 149 | | | | (41,840,853 | ) | | | 249,634 | |
Ice Three Miont SONIA Index Futures | | | Jun-25 | | | | 31 | | | | (8,715,948 | ) | | | 68,482 | |
Ice Three Miont SONIA Index Futures | | | Sep-25 | | | | 19 | | | | (5,346,999 | ) | | | 37,363 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-22 | | | | 58 | | | | (62,427,497 | ) | | | (164,621 | ) |
JPY Currency Futures | | | Sep-22 | | | | 2,227 | | | | (200,931,074 | ) | | | 4,904,386 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-22 | | | | 123 | | | | (5,611,875 | ) | | | (276,675 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Mar-23 | | | | 8 | | | | (364,500 | ) | | | (13,900 | ) |
Lean Hogs Futures | | | Oct-22 | | | | 9 | | | | (329,490 | ) | | | (3,850 | ) |
Lean Hogs Futures | | | Dec-22 | | | | 6 | | | | (201,300 | ) | | | (5,230 | ) |
Lean Hogs Futures | | | Feb-23 | | | | 3 | | | | (105,360 | ) | | | (2,800 | ) |
Live Cattle Futures | | | Oct-22 | | | | 1 | | | | (57,030 | ) | | | 350 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,131 | ) | | | 6,206 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,119 | ) | | | 2,906 | |
LME Aluminum Forward | | | Sep-22 | | | | 1,984 | | | | (117,291,599 | ) | | | 11,338,747 | |
LME Aluminum Forward | | | Sep-22 | | | | 10 | | | | (591,188 | ) | | | 23,277 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,119 | ) | | | 3,369 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,147 | ) | | | 3,841 | |
LME Aluminum Forward | | | Sep-22 | | | | 4 | | | | (236,610 | ) | | | 2,371 | |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | (118,350 | ) | | | 5,300 | |
LME Aluminum Forward | | | Oct-22 | | | | 12 | | | | (710,100 | ) | | | 20,943 | |
LME Aluminum Forward | | | Oct-22 | | | | 7 | | | | (414,225 | ) | | | 170 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | (59,175 | ) | | | (175 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 7 | | | | (414,225 | ) | | | (850 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | (118,350 | ) | | | 3,625 | |
LME Aluminum Forward | | | Oct-22 | | | | 87 | | | | (5,148,225 | ) | | | 81,185 | |
LME Aluminum Forward | | | Oct-22 | | | | 18 | | | | (1,065,150 | ) | | | 14,707 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | (59,013 | ) | | | 1,663 | |
LME Aluminum Forward | | | Nov-22 | | | | 7 | | | | (412,067 | ) | | | 23,508 | |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | (58,872 | ) | | | 1,495 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Aluminum Forward | | | Nov-22 | | | | 7 | | | $ | (412,694 | ) | | $ | 12,831 | |
LME Aluminum Forward | | | Nov-22 | | | | 3 | | | | (176,963 | ) | | | 5,606 | |
LME Aluminum Forward | | | Nov-22 | | | | 19 | | | | (1,120,763 | ) | | | 14,703 | |
LME Aluminum Forward | | | Nov-22 | | | | 2 | | | | (117,950 | ) | | | 913 | |
LME Aluminum Forward | | | Dec-22 | | | | 1,295 | | | | (76,469,750 | ) | | | 1,913,224 | |
LME Copper Forward | | | Sep-22 | | | | 4 | | | | (784,750 | ) | | | 114,472 | |
LME Copper Forward | | | Sep-22 | | | | 3 | | | | (588,750 | ) | | | 92,050 | |
LME Copper Forward | | | Sep-22 | | | | 895 | | | | (175,587,812 | ) | | | 9,400,676 | |
LME Copper Forward | | | Sep-22 | | | | 3 | | | | (588,563 | ) | | | 38,895 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | (196,100 | ) | | | 21,650 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | (196,025 | ) | | | 13,238 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | (195,988 | ) | | | (4,283 | ) |
LME Copper Forward | | | Sep-22 | | | | 5 | | | | (979,938 | ) | | | (14,774 | ) |
LME Copper Forward | | | Oct-22 | | | | 2 | | | | (391,975 | ) | | | (24,572 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | (195,988 | ) | | | (12,219 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | (195,881 | ) | | | (12,181 | ) |
LME Copper Forward | | | Oct-22 | | | | 9 | | | | (1,762,425 | ) | | | 14,913 | |
LME Copper Forward | | | Oct-22 | | | | 4 | | | | (783,300 | ) | | | (27,494 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | (195,666 | ) | | | (14,178 | ) |
LME Copper Forward | | | Oct-22 | | | | 6 | | | | (1,173,375 | ) | | | (40,824 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | (195,494 | ) | | | 5,662 | |
LME Copper Forward | | | Nov-22 | | | | 4 | | | | (781,067 | ) | | | 23,008 | |
LME Copper Forward | | | Nov-22 | | | | 3 | | | | (585,600 | ) | | | 10,358 | |
LME Copper Forward | | | Nov-22 | | | | 3 | | | | (585,300 | ) | | | 17,300 | |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | (195,063 | ) | | | 6,838 | |
LME Copper Forward | | | Dec-22 | | | | 428 | | | | (83,401,150 | ) | | | 2,470,363 | |
LME Lead Forward | | | Sep-22 | | | | 1 | | | | (48,796 | ) | | | 3,442 | |
LME Lead Forward | | | Sep-22 | | | | 1 | | | | (48,804 | ) | | | 3,533 | |
LME Lead Forward | | | Sep-22 | | | | 134 | | | | (6,546,738 | ) | | | 227,076 | |
LME Lead Forward | | | Sep-22 | | | | 15 | | | | (732,844 | ) | | | (4,027 | ) |
LME Lead Forward | | | Sep-22 | | | | 7 | | | | (341,381 | ) | | | (5,931 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,789 | ) | | | 362 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,797 | ) | | | 391 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,816 | ) | | | 272 | |
LME Lead Forward | | | Oct-22 | | | | 3 | | | | (146,472 | ) | | | 4,958 | |
LME Lead Forward | | | Oct-22 | | | | 2 | | | | (97,680 | ) | | | 2,035 | |
LME Lead Forward | | | Oct-22 | | | | 53 | | | | (2,588,719 | ) | | | 38,120 | |
LME Lead Forward | | | Oct-22 | | | | 15 | | | | (732,656 | ) | | | (8,213 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,788 | ) | | | 1,250 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,788 | ) | | | 1,550 | |
LME Lead Forward | | | Oct-22 | | | | 4 | | | | (195,150 | ) | | | 6,100 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,788 | ) | | | 2,875 | |
LME Lead Forward | | | Nov-22 | | | | 4 | | | | (195,150 | ) | | | 3,250 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,788 | ) | | | 888 | |
LME Lead Forward | | | Nov-22 | | | | 14 | | | | (683,025 | ) | | | 47,705 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,763 | ) | | | 4,950 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,738 | ) | | | 2,763 | |
LME Lead Forward | | | Nov-22 | | | | 2 | | | | (97,463 | ) | | | 2,700 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,744 | ) | | | (106 | ) |
LME Lead Forward | | | Nov-22 | | | | 4 | | | | (195,000 | ) | | | 3,038 | |
LME Lead Forward | | | Dec-22 | | | | 60 | | | | (2,925,000 | ) | | | 193,788 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Nickel Forward | | | Sep-22 | | | | 19 | | | $ | (2,432,418 | ) | | $ | 206,857 | |
LME Nickel Forward | | | Sep-22 | | | | 1 | | | | (128,022 | ) | | | 15,522 | |
LME Nickel Forward | | | Sep-22 | | | | 3 | | | | (384,274 | ) | | | 5,036 | |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,122 | ) | | | (4,301 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,181 | ) | | | (5,481 | ) |
LME Nickel Forward | | | Oct-22 | | | | 5 | | | | (641,010 | ) | | | 5,253 | |
LME Nickel Forward | | | Oct-22 | | | | 2 | | | | (256,404 | ) | | | 4,581 | |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,253 | ) | | | 5,787 | |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | (128,359 | ) | | | 1,511 | |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | (128,400 | ) | | | 10,800 | |
LME Nickel Forward | | | Nov-22 | | | | 6 | | | | (770,472 | ) | | | 14,613 | |
LME Nickel Forward | | | Nov-22 | | | | 3 | | | | (385,218 | ) | | | 6,561 | |
LME Nickel Forward | | | Dec-22 | | | | 3 | | | | (385,866 | ) | | | 5,840 | |
LME Zinc Forward | | | Sep-22 | | | | 236 | | | | (20,818,150 | ) | | | (1,234,972 | ) |
LME Zinc Forward | | | Sep-22 | | | | 5 | | | | (441,063 | ) | | | (50,428 | ) |
LME Zinc Forward | | | Oct-22 | | | | 20 | | | | (1,750,750 | ) | | | (245,023 | ) |
LME Zinc Forward | | | Oct-22 | | | | 9 | | | | (787,838 | ) | | | (105,910 | ) |
LME Zinc Forward | | | Nov-22 | | | | 19 | | | | (1,649,438 | ) | | | (18,658 | ) |
LME Zinc Forward | | | Nov-22 | | | | 3 | | | | (260,438 | ) | | | 11,663 | |
LME Zinc Forward | | | Dec-22 | | | | 46 | | | | (3,958,300 | ) | | | 18,322 | |
Long Gilt Futures | | | Dec-22 | | | | 1,736 | | | | (217,662,991 | ) | | | 4,139,953 | |
Lumber Futures | | | Nov-22 | | | | 6 | | | | (319,176 | ) | | | (1,331 | ) |
Micro E-mini Dow Jones Industrial Index Futures | | | Sep-22 | | | | 1 | | | | (15,766 | ) | | | 320 | |
Micro E-mini Russell 200 Index Futures | | | Sep-22 | | | | 1 | | | | (9,223 | ) | | | 61 | |
Micro E-mini S&P 500 Index Futures | | | Sep-22 | | | | 1 | | | | (19,783 | ) | | | 1,043 | |
Micro EUR/USD Futures | | | Sep-22 | | | | 11 | | | | (138,270 | ) | | | 7,531 | |
Milk Futures | | | Oct-22 | | | | 7 | | | | (274,820 | ) | | | 6,440 | |
Mini FTSE/MIB Pound Futures | | | Sep-22 | | | | 3 | | | | (65,025 | ) | | | 353 | |
Mini H-Shares Index Futures | | | Sep-22 | | | | 7 | | | | (60,808 | ) | | | (42 | ) |
Mini HSI Index Futures | | | Sep-22 | | | | 53 | | | | (1,338,657 | ) | | | 3,388 | |
MSCI EAFE Index Futures | | | Sep-22 | | | | 46 | | | | (4,202,330 | ) | | | 101,235 | |
MSCI Emerging Markets Index Futures | | | Sep-22 | | | | 164 | | | | (8,051,580 | ) | | | 101,405 | |
MSCI Singapore Exchange ETS | | | Sep-22 | | | | 102 | | | | (2,107,224 | ) | | | 35,709 | |
MXN Currency Futures | | | Sep-22 | | | | 340 | | | | (8,408,200 | ) | | | (19,742 | ) |
Nasdaq 100 E-Mini | | | Sep-22 | | | | 129 | | | | (31,695,945 | ) | | | 18,260 | |
New Zealand 3-Month Bank Bill Futures | | | Dec-22 | | | | 9 | | | | (528 | ) | | | 1 | |
New Zealand 3-Month Bank Bill Futures | | | Mar-23 | | | | 13 | | | | (760 | ) | | | 1 | |
Nikkei 225 (Singapore Exchange) | | | Sep-22 | | | | 420 | | | | (42,438,366 | ) | | | (527,666 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-22 | | | | 170 | | | | (26,185,236 | ) | | | 1,474,417 | |
NZD Currency Futures | | | Sep-22 | | | | 282 | | | | (17,265,450 | ) | | | 635,402 | |
OMX Stockholm 30 Index Futures | | | Sep-22 | | | | 1,013 | | | | (18,235,901 | ) | | | 925,313 | |
Palladium Futures | | | Dec-22 | | | | 2 | | | | (415,780 | ) | | | (380 | ) |
Palm Oil Futures | | | Oct-22 | | | | 1 | | | | (23,037 | ) | | | (793 | ) |
Palm Oil Futures | | | Nov-22 | | | | 6 | | | | (138,890 | ) | | | (514 | ) |
Palm Oil Futures | | | Dec-22 | | | | 3 | | | | (69,981 | ) | | | (1,061 | ) |
Platinum Futures | | | Oct-22 | | | | 133 | | | | (5,499,550 | ) | | | 217,590 | |
Rapeseed Euro | | | Nov-22 | | | | 8 | | | | (247,822 | ) | | | 6,130 | |
Rapeseed Euro | | | Feb-23 | | | | 3 | | | | (93,951 | ) | | | (528 | ) |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-22 | | | | 14 | | | | (650,650 | ) | | | (21,825 | ) |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Mar-23 | | | | 4 | | | | (188,300 | ) | | | (5,663 | ) |
Rubber TSR20 Futures | | | Oct-22 | | | | 1 | | | | (6,825 | ) | | | 620 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Russell 2000 E-Mini | | | Sep-22 | | | | 132 | | | $ | (12,174,360 | ) | | $ | 240,628 | |
S&P 500 E-Mini Futures | | | Sep-22 | | | | 373 | | | | (73,788,725 | ) | | | 1,969,036 | |
S&P Mid 400 E-Mini | | | Sep-22 | | | | 2 | | | | (486,060 | ) | | | (12,950 | ) |
S&P/TSX 60 IX Futures | | | Sep-22 | | | | 12 | | | | (2,128,907 | ) | | | (24,563 | ) |
SA Rand Currency Futures | | | Sep-22 | | | | 1 | | | | (29,150 | ) | | | 113 | |
SGX Iron Ore 62% Futures | | | Sep-22 | | | | 13 | | | | (131,508 | ) | | | 6,912 | |
SGX Iron Ore 62% Futures | | | Oct-22 | | | | 131 | | | | (1,317,991 | ) | | | 19,799 | |
SGX Iron Ore 62% Futures | | | Nov-22 | | | | 36 | | | | (360,792 | ) | | | 15,928 | |
SGX Iron Ore 62% Futures | | | Dec-22 | | | | 18 | | | | (179,784 | ) | | | 2,001 | |
Short BTP Future | | | Sep-22 | | | | 249 | | | | (27,005,215 | ) | | | 54,860 | |
Silver Futures | | | Dec-22 | | | | 646 | | | | (57,758,860 | ) | | | 2,901,976 | |
Silver Futures | | | Mar-23 | | | | 2 | | | | (180,360 | ) | | | 13,980 | |
Soybean Futures | | | Nov-22 | | | | 12 | | | | (853,500 | ) | | | (9,800 | ) |
Soybean Oil Futures | | | Dec-22 | | | | 1 | | | | (40,488 | ) | | | (3,894 | ) |
STOXX Europe 600 Banks Index | | | Sep-22 | | | | 4 | | | | (25,134 | ) | | | (490 | ) |
STOXX Europe 600 Index | | | Sep-22 | | | | 24 | | | | (500,708 | ) | | | 6,527 | |
STOXX Europe 600 Institutional Index | | | Sep-22 | | | | 1 | | | | (14,572 | ) | | | 327 | |
Sugar No. 11 (World) | | | Oct-22 | | | | 1,197 | | | | (23,984,050 | ) | | | 16,543 | |
Sugar No. 11 (World) | | | Mar-23 | | | | 372 | | | | (7,403,693 | ) | | | 26,701 | |
Sugar No. 11 (World) | | | May-23 | | | | 3 | | | | (57,960 | ) | | | 3,965 | |
Sugar No. 11 (World) | | | Jul-23 | | | | 1 | | | | (19,085 | ) | | | (235 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 1,858 | | | | (217,211,812 | ) | | | 736,069 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 927 | | | | (193,120,172 | ) | | | 187,155 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 2,707 | | | | (299,990,586 | ) | | | 651,405 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 746 | | | | (101,339,437 | ) | | | 403,794 | |
U.S. Treasury Ultra 10-Year Notes | | | Dec-22 | | | | 309 | | | | (38,682,938 | ) | | | 119,430 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 267 | | | | (39,916,500 | ) | | | 18,827 | |
Wheat (Chicago Board of Trade) | | | Dec-22 | | | | 424 | | | | (17,627,800 | ) | | | (269,225 | ) |
Wheat (Chicago Board of Trade) | | | Mar-23 | | | | 22 | | | | (932,525 | ) | | | (44,238 | ) |
Wheat (Chicago Board of Trade) | | | May-23 | | | | 1 | | | | (42,838 | ) | | | (1,150 | ) |
WTI Crude Futures | | | Oct-22 | | | | 38 | | | | (3,402,900 | ) | | | (109,087 | ) |
| | | | | | | | | | | | | | $ | 90,117,009 | |
Total Futures Contracts | | | | | | | | | | | | | | $ | 38,781,587 | |
Forward foreign currency contracts outstanding as of August 31, 2022 were as follows:
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 12,749,520 | | | | | | USD | | | 8,754,479 | | | | | | | | Sep 01 2022 | | | | BOA | | | $ | (30,480 | ) |
AUD | | | 9,176,654 | | | | | | USD | | | 6,282,337 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (3,028 | ) |
AUD | | | 20,923,714 | | | | | | EUR | | | 14,375,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (140,228 | ) |
AUD | | | 23,626,585 | | | | | | GBP | | | 13,625,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 337,623 | |
AUD | | | 14,400,000 | | | | | | JPY | | | 1,352,237,436 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 110,611 | |
AUD | | | 40,000,000 | | | | | | NZD | | | 44,200,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 334,254 | |
AUD | | | 5,700,000 | | | | | | USD | | | 4,016,373 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (114,810 | ) |
AUD | | | 25,275,000 | | | | | | USD | | | 17,675,297 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (374,331 | ) |
AUD | | | 12,556,000 | | | | | | USD | | | 8,818,923 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (221,316 | ) |
BRL | | | 27,131,726 | | | | | | USD | | | 5,174,964 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 38,007 | |
BRL | | | 52,814,075 | | | | | | USD | | | 10,200,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (101,043 | ) |
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, 2022
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
BRL | | | 17,075,007 | | | | | | USD | | | 3,300,000 | | | | | | | | Oct 04 2022 | | | | BOA | | | $ | (45,994 | ) |
CAD | | | 11,423,987 | | | | | | USD | | | 8,706,023 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (7,691 | ) |
CAD | | | 24,257,570 | | | | | | AUD | | | 27,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (10,963 | ) |
CAD | | | 21,460,970 | | | | | | EUR | | | 16,375,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (133,578 | ) |
CAD | | | 12,000,000 | | | | | | JPY | | | 1,254,759,084 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 93,590 | |
CAD | | | 5,490,879 | | | | | | USD | | | 4,286,673 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (106,518 | ) |
CAD | | | 13,939,000 | | | | | | USD | | | 10,959,864 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (348,443 | ) |
CHF | | | 25,000,000 | | | | | | USD | | | 25,812,127 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (234,837 | ) |
CHF | | | 9,673,927 | | | | | | USD | | | 9,893,564 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 4,463 | |
CHF | | | 15,471,827 | | | | | | EUR | | | 16,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (248,565 | ) |
CHF | | | 3,296,866 | | | | | | GBP | | | 2,875,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 35,921 | |
CHF | | | 8,500,000 | | | | | | JPY | | | 1,204,681,455 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 24,441 | |
CHF | | | 43,389,176 | | | | | | EUR | | | 44,500,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (320,038 | ) |
CHF | | | 3,953,129 | | | | | | USD | | | 4,200,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (148,985 | ) |
CHF | | | 30,172,000 | | | | | | USD | | | 31,180,421 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (256,019 | ) |
CHF | | | 7,120,000 | | | | | | USD | | | 7,482,025 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (169,157 | ) |
CLP | | | 180,194,982 | | | | | | USD | | | 200,000 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 812 | |
CLP | | | 91,180,856 | | | | | | USD | | | 100,000 | | | | | | | | Sep 12 2022 | | | | BOA | | | | 1,499 | |
CLP | | | 89,231,193 | | | | | | USD | | | 100,000 | | | | | | | | Sep 20 2022 | | | | BOA | | | | (819 | ) |
CLP | | | 1,666,995,423 | | | | | | USD | | | 1,850,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 2,525 | |
CLP | | | 88,073,480 | | | | | | USD | | | 100,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | (2,288 | ) |
CLP | | | 267,746,568 | | | | | | USD | | | 300,000 | | | | | | | | Oct 03 2022 | | | | BOA | | | | (3,131 | ) |
CNH | | | 3,000,000 | | | | | | USD | | | 433,456 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 857 | |
CNH | | | 500,000 | | | | | | USD | | | 72,486 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (100 | ) |
CNH | | | 36,290,730 | | | | | | USD | | | 5,375,318 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (120,564 | ) |
COP | | | 1,513,231,025 | | | | | | USD | | | 350,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (9,444 | ) |
CZK | | | 2,455,097 | | | | | | USD | | | 100,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 477 | |
CZK | | | 184,634,540 | | | | | | EUR | | | 7,450,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 53,081 | |
EUR | | | 102,623 | | | | | | NOK | | | 1,000,000 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 2,511 | |
EUR | | | 105,572 | | | | | | PLN | | | 500,000 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (268 | ) |
EUR | | | 563,454 | | | | | | SEK | | | 6,000,000 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 3,404 | |
EUR | | | 51,028,078 | | | | | | USD | | | 51,125,031 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 159,175 | |
EUR | | | 44,411,342 | | | | | | GBP | | | 38,149,342 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 317,566 | |
EUR | | | 907,485 | | | | | | NOK | | | 9,000,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 6,438 | |
EUR | | | 105,739 | | | | | | PLN | | | 500,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (79 | ) |
EUR | | | 561,696 | | | | | | SEK | | | 6,000,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 1,647 | |
EUR | | | 7,016,736 | | | | | | USD | | | 7,048,311 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 4,100 | |
EUR | | | 800,000 | | | | | | GBP | | | 679,499 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 15,168 | |
EUR | | | 1,100,000 | | | | | | HUF | | | 451,980,738 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (23,301 | ) |
EUR | | | 7,700,000 | | | | | | JPY | | | 1,054,938,346 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 143,458 | |
EUR | | | 1,300,000 | | | | | | PLN | | | 6,154,993 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 1,277 | |
EUR | | | 16,250,000 | | | | | | SEK | | | 171,342,678 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 261,561 | |
EUR | | | 18,400,000 | | | | | | CHF | | | 17,724,381 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 353,998 | |
EUR | | | 2,600,000 | | | | | | CZK | | | 64,404,675 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (17,235 | ) |
EUR | | | 15,150,000 | | | | | | GBP | | | 12,902,640 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 251,440 | |
EUR | | | 5,000,000 | | | | | | HUF | | | 2,030,582,554 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (36,308 | ) |
EUR | | | 14,950,000 | | | | | | JPY | | | 2,044,003,766 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 307,566 | |
EUR | | | 9,240,962 | | | | | | NOK | | | 93,013,521 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (63,376 | ) |
EUR | | | 14,925,229 | | | | | | PLN | | | 71,677,327 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (177,224 | ) |
EUR | | | 28,524,982 | | | | | | SEK | | | 303,083,124 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 245,223 | |
EUR | | | 7,200,000 | | | | | | USD | | | 7,247,525 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (1,639 | ) |
EUR | | | 56,245,000 | | | | | | USD | | | 58,127,159 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (1,515,958 | ) |
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, 2022
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
EUR | | | 93,361,000 | | | | | | USD | | | 93,614,351 | | | | | | | | Oct 19 2022 | | | | BOA | | | $ | 523,553 | |
GBP | | | 17,798,733 | | | | | | USD | | | 20,839,652 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (162,548 | ) |
GBP | | | 430,887 | | | | | | EUR | | | 500,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (1,964 | ) |
GBP | | | 38,005,599 | | | | | | USD | | | 44,212,568 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (59,983 | ) |
GBP | | | 10,108,169 | | | | | | EUR | | | 12,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (325,491 | ) |
GBP | | | 7,500,000 | | | | | | JPY | | | 1,218,086,798 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (62,918 | ) |
GBP | | | 18,526,670 | | | | | | EUR | | | 21,950,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (558,678 | ) |
GBP | | | 5,000,000 | | | | | | USD | | | 5,941,103 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (130,234 | ) |
GBP | | | 24,099,000 | | | | | | USD | | | 29,243,721 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (1,235,363 | ) |
GBP | | | 91,932,000 | | | | | | USD | | | 111,270,149 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (4,367,648 | ) |
HUF | | | 841,438,912 | | | | | | EUR | | | 2,100,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (13,218 | ) |
HUF | | | 8,385,500,000 | | | | | | USD | | | 20,795,788 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (16,361 | ) |
IDR | | | 3,707,588,439 | | | | | | USD | | | 250,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (390 | ) |
IDR | | | 40,006,558,000 | | | | | | USD | | | 2,700,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | (7,406 | ) |
ILS | | | 18,197,974 | | | | | | USD | | | 5,600,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (132,487 | ) |
ILS | | | 14,043,581 | | | | | | USD | | | 4,300,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (79,501 | ) |
INR | | | 3,125,512,230 | | | | | | USD | | | 39,511,834 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (183,579 | ) |
INR | | | 3,563,746,065 | | | | | | USD | | | 44,700,000 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 126,427 | |
INR | | | 3,420,019,600 | | | | | | USD | | | 42,800,000 | | | | | | | | Sep 12 2022 | | | | BOA | | | | 195,308 | |
INR | | | 99,922,794 | | | | | | USD | | | 1,250,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 5,176 | |
INR | | | 3,426,375,056 | | | | | | USD | | | 42,800,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 232,515 | |
INR | | | 3,420,014,120 | | | | | | USD | | | 42,800,000 | | | | | | | | Sep 29 2022 | | | | BOA | | | | 129,420 | |
INR | | | 112,085,060 | | | | | | USD | | | 1,400,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | 6,811 | |
INR | | | 1,332,500,608 | | | | | | USD | | | 16,700,114 | | | | | | | | Oct 03 2022 | | | | BOA | | | | 20,224 | |
JPY | | | 166,199,320 | | | | | | EUR | | | 1,196,955 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (6,557 | ) |
JPY | | | 1,641,235,764 | | | | | | USD | | | 11,828,993 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (14,355 | ) |
JPY | | | 2,787,042,696 | | | | | | USD | | | 20,073,866 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (9,618 | ) |
JPY | | | 339,021,432 | | | | | | AUD | | | 3,600,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (20,720 | ) |
JPY | | | 63,362,034 | | | | | | CAD | | | 600,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (182 | ) |
JPY | | | 201,496,488 | | | | | | GBP | | | 1,250,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (453 | ) |
JPY | | | 75,000,000 | | | | | | USD | | | 549,827 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (9,338 | ) |
JPY | | | 818,972,364 | | | | | | EUR | | | 6,000,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (133,269 | ) |
JPY | | | 611,911,429 | | | | | | USD | | | 4,534,329 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (122,315 | ) |
JPY | | | 10,808,085,000 | | | | | | USD | | | 80,545,037 | | | | | | | | Sep 22 2022 | | | | BOA | | | | (2,609,735 | ) |
JPY | | | 623,100,000 | | | | | | USD | | | 4,575,210 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (71,283 | ) |
KRW | | | 803,958,285 | | | | | | USD | | | 600,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 1,085 | |
KRW | | | 19,267,370,354 | | | | | | USD | | | 14,400,000 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 6,172 | |
KRW | | | 3,666,150,268 | | | | | | USD | | | 2,750,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (8,140 | ) |
MXN | | | 192,500,000 | | | | | | USD | | | 9,560,152 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (32,701 | ) |
MXN | | | 431,922,310 | | | | | | USD | | | 21,250,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 101,740 | |
MXN | | | 443,425,000 | | | | | | USD | | | 21,990,892 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (79,238 | ) |
NOK | | | 1,000,000 | | | | | | EUR | | | 102,584 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (2,472 | ) |
NOK | | | 8,256 | | | | | | USD | | | 846 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (15 | ) |
NOK | | | 9,000,000 | | | | | | EUR | | | 906,371 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (5,318 | ) |
NOK | | | 125,918,720 | | | | | | EUR | | | 12,750,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (151,818 | ) |
NOK | | | 121,500,000 | | | | | | SEK | | | 129,756,897 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 48,108 | |
NOK | | | 341,152,316 | | | | | | EUR | | | 34,339,503 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (216,163 | ) |
NOK | | | 6,178,400 | | | | | | USD | | | 639,848 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (17,898 | ) |
NZD | | | 11,800,000 | | | | | | JPY | | | 1,002,916,220 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (8,115 | ) |
NZD | | | 400,000 | | | | | | USD | | | 249,176 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (4,450 | ) |
NZD | | | 8,200,000 | | | | | | USD | | | 5,218,805 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (201,865 | ) |
NZD | | | 16,224,000 | | | | | | USD | | | 10,146,207 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (219,971 | ) |
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, 2022
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
PEN | | | 583,815 | | | | | | USD | | | 150,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | $ | 1,407 | |
PHP | | | 2,811,787 | | | | | | USD | | | 50,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 49 | |
PHP | | | 11,245,600 | | | | | | USD | | | 200,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | 123 | |
PLN | | | 500,000 | | | | | | EUR | | | 105,648 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 192 | |
PLN | | | 500,000 | | | | | | EUR | | | 105,781 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 37 | |
PLN | | | 108,450,576 | | | | | | EUR | | | 22,856,724 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (7,875 | ) |
PLN | | | 150,280,000 | | | | | | USD | | | 32,225,856 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (519,714 | ) |
SEK | | | 6,000,000 | | | | | | EUR | | | 563,396 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (3,346 | ) |
SEK | | | 19,738 | | | | | | USD | | | 1,851 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 1 | |
SEK | | | 6,000,000 | | | | | | EUR | | | 561,871 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (1,824 | ) |
SEK | | | 156,302,744 | | | | | | EUR | | | 14,947,858 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (365,240 | ) |
SEK | | | 4,004,260 | | | | | | USD | | | 389,329 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (13,302 | ) |
SGD | | | 2,059,928 | | | | | | USD | | | 1,500,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (25,812 | ) |
THB | | | 38,864,762 | | | | | | USD | | | 1,100,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (32,849 | ) |
TRY | | | 82,812,604 | | | | | | USD | | | 4,500,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 3,782 | |
TRY | | | 5,500,000 | | | | | | USD | | | 297,113 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 423 | |
TRY | | | 652,760,000 | | | | | | USD | | | 34,366,686 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 49,660 | |
TWD | | | 5,998,009 | | | | | | USD | | | 200,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (2,916 | ) |
TWD | | | 6,001,529 | | | | | | USD | | | 200,000 | | | | | | | | Sep 06 2022 | | | | BOA | | | | (2,752 | ) |
TWD | | | 185,306,400 | | | | | | USD | | | 6,200,000 | | | | | | | | Sep 08 2022 | | | | BOA | | | | (109,051 | ) |
TWD | | | 40,582,212 | | | | | | USD | | | 1,350,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (15,359 | ) |
TWD | | | 6,020,340 | | | | | | USD | | | 200,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | (1,933 | ) |
USD | | | 8,804,946 | | | | | | AUD | | | 12,749,520 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 80,947 | |
USD | | | 8,723,197 | | | | | | CAD | | | 11,423,986 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 24,865 | |
USD | | | 25,775,587 | | | | | | CHF | | | 25,000,000 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 198,297 | |
USD | | | 433,450 | | | | | | CNH | | | 3,000,000 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (864 | ) |
USD | | | 49,839,395 | | | | | | EUR | | | 49,831,123 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (241,848 | ) |
USD | | | 20,746,203 | | | | | | GBP | | | 17,798,733 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 69,099 | |
USD | | | 13,030,030 | | | | | | JPY | | | 1,807,435,084 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 18,986 | |
USD | | | 842 | | | | | | NOK | | | 8,257 | | | | | | | | Sep 01 2022 | | | | BOA | | | | 11 | |
USD | | | 1,848 | | | | | | SEK | | | 19,738 | | | | | | | | Sep 01 2022 | | | | BOA | | | | (4 | ) |
USD | | | 6,772,803 | | | | | | AUD | | | 9,876,654 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 14,505 | |
USD | | | 5,263,833 | | | | | | BRL | | | 27,131,726 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 50,862 | |
USD | | | 6,955,321 | | | | | | CAD | | | 9,128,896 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 4,513 | |
USD | | | 9,943,008 | | | | | | CHF | | | 9,673,927 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 44,981 | |
USD | | | 72,488 | | | | | | CNH | | | 500,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 102 | |
USD | | | 51,128,430 | | | | | | EUR | | | 51,028,099 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (159,110 | ) |
USD | | | 72,652 | | | | | | GBP | | | 62,500 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 43 | |
USD | | | 39,300,000 | | | | | | INR | | | 3,125,512,230 | | | | | | | | Sep 02 2022 | | | | BOA | | | | (28,255 | ) |
USD | | | 20,358,563 | | | | | | JPY | | | 2,822,643,573 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 38,020 | |
USD | | | 618,971 | | | | | | KRW | | | 803,958,286 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 17,886 | |
USD | | | 221,128 | | | | | | NOK | | | 2,193,630 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 385 | |
USD | | | 735,272 | | | | | | NZD | | | 1,200,000 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 1,068 | |
USD | | | 108,239 | | | | | | SEK | | | 1,151,573 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 201 | |
USD | | | 200,493 | | | | | | TWD | | | 5,998,009 | | | | | | | | Sep 02 2022 | | | | BOA | | | | 3,409 | |
USD | | | 6,282,746 | | | | | | AUD | | | 9,176,654 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 3,105 | |
USD | | | 9,896,398 | | | | | | CHF | | | 9,673,927 | | | | | | | | Sep 06 2022 | | | | BOA | | | | (4,483 | ) |
USD | | | 200,000 | | | | | | CLP | | | 183,118,000 | | | | | | | | Sep 06 2022 | | | | BOA | | | | (4,070 | ) |
USD | | | 7,050,136 | | | | | | EUR | | | 7,016,736 | | | | | | | | Sep 06 2022 | | | | BOA | | | | (4,099 | ) |
USD | | | 22,728,508 | | | | | | GBP | | | 19,571,882 | | | | | | | | Sep 06 2022 | | | | BOA | | | | (10,571 | ) |
USD | | | 44,700,000 | | | | | | INR | | | 3,539,204,400 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 182,270 | |
USD | | | 20,035,835 | | | | | | JPY | | | 2,781,028,590 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 9,380 | |
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, 2022
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 14,400,000 | | | | | | KRW | | | 18,838,560,550 | | | | | | | | Sep 06 2022 | | | | BOA | | | $ | 314,448 | |
USD | | | 200,000 | | | | | | TWD | | | 5,997,740 | | | | | | | | Sep 06 2022 | | | | BOA | | | | 2,877 | |
USD | | | 6,200,000 | | | | | | TWD | | | 185,860,029 | | | | | | | | Sep 08 2022 | | | | BOA | | | | 90,853 | |
USD | | | 100,000 | | | | | | CLP | | | 90,726,720 | | | | | | | | Sep 12 2022 | | | | BOA | | | | (993 | ) |
USD | | | 42,800,000 | | | | | | INR | | | 3,415,743,880 | | | | | | | | Sep 12 2022 | | | | BOA | | | | (141,555 | ) |
USD | | | 9,070,663 | | | | | | AUD | | | 13,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 173,306 | |
USD | | | 14,458,888 | | | | | | CAD | | | 18,700,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 221,903 | |
USD | | | 8,029,196 | | | | | | CHF | | | 7,625,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 219,403 | |
USD | | | 18,100,000 | | | | | | CNH | | | 123,226,048 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 258,336 | |
USD | | | 200,000 | | | | | | CZK | | | 4,857,042 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 1,222 | |
USD | | | 12,339,782 | | | | | | EUR | | | 12,125,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 142,521 | |
USD | | | 10,133,918 | | | | | | GBP | | | 8,375,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 401,892 | |
USD | | | 3,400,000 | | | | | | HUF | | | 1,397,229,540 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (92,780 | ) |
USD | | | 7,000,000 | | | | | | ILS | | | 22,785,385 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 154,216 | |
USD | | | 9,660,561 | | | | | | JPY | | | 1,300,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 292,088 | |
USD | | | 99,956 | | | | | | MXN | | | 2,000,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 970 | |
USD | | | 10,200,000 | | | | | | NOK | | | 98,966,916 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 238,627 | |
USD | | | 9,223,973 | | | | | | NZD | | | 14,600,000 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 291,472 | |
USD | | | 10,400,000 | | | | | | PLN | | | 48,519,234 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 101,219 | |
USD | | | 11,700,000 | | | | | | SEK | | | 121,338,517 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 309,000 | |
USD | | | 29,600,000 | | | | | | SGD | | | 40,778,567 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 417,713 | |
USD | | | 13,400,000 | | | | | | TRY | | | 254,810,989 | | | | | | | | Sep 15 2022 | | | | BOA | | | | (457,953 | ) |
USD | | | 6,200,000 | | | | | | TWD | | | 185,246,867 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 109,241 | |
USD | | | 8,500,000 | | | | | | ZAR | | | 140,467,243 | | | | | | | | Sep 15 2022 | | | | BOA | | | | 310,402 | |
USD | | | 100,000 | | | | | | CLP | | | 90,646,144 | | | | | | | | Sep 20 2022 | | | | BOA | | | | (753 | ) |
USD | | | 13,177,565 | | | | | | AUD | | | 18,900,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 240,802 | |
USD | | | 2,900,000 | | | | | | BRL | | | 14,974,807 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 36,560 | |
USD | | | 17,269,303 | | | | | | CAD | | | 22,319,263 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 277,855 | |
USD | | | 23,600,000 | | | | | | CHF | | | 22,518,149 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 524,268 | |
USD | | | 4,100,000 | | | | | | CLP | | | 3,791,720,232 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (113,723 | ) |
USD | | | 21,574,562 | | | | | | CNH | | | 145,962,549 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 439,767 | |
USD | | | 1,700,000 | | | | | | COP | | | 7,475,467,515 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 17,631 | |
USD | | | 23,246,687 | | | | | | EUR | | | 22,700,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 402,021 | |
USD | | | 26,364,972 | | | | | | GBP | | | 21,800,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 1,029,584 | |
USD | | | 850,000 | | | | | | IDR | | | 12,669,837,488 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (2,987 | ) |
USD | | | 6,800,000 | | | | | | ILS | | | 22,518,979 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 32,400 | |
USD | | | 6,000,000 | | | | | | INR | | | 480,352,875 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (33,933 | ) |
USD | | | 25,885,038 | | | | | | JPY | | | 3,474,278,069 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 834,741 | |
USD | | | 14,950,000 | | | | | | KRW | | | 19,535,120,403 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 339,971 | |
USD | | | 7,850,000 | | | | | | MXN | | | 157,892,438 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 44,711 | |
USD | | | 3,185,485 | | | | | | NOK | | | 30,496,527 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 115,545 | |
USD | | | 20,718,257 | | | | | | NZD | | | 32,900,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 589,314 | |
USD | | | 50,000 | | | | | | PEN | | | 193,505 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (184 | ) |
USD | | | 400,000 | | | | | | PHP | | | 22,291,072 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 3,223 | |
USD | | | 5,172,431 | | | | | | SEK | | | 52,943,213 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 200,706 | |
USD | | | 8,900,000 | | | | | | SGD | | | 12,310,449 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 90,022 | |
USD | | | 3,850,000 | | | | | | THB | | | 137,355,719 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 78,478 | |
USD | | | 455,475 | | | | | | TRY | | | 9,000,000 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (31,403 | ) |
USD | | | 5,950,000 | | | | | | TWD | | | 178,408,888 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 82,608 | |
USD | | | 8,854,706 | | | | | | ZAR | | | 148,623,249 | | | | | | | | Sep 21 2022 | | | | BOA | | | | 194,759 | |
USD | | | 92,697,228 | | | | | | JPY | | | 12,490,675,000 | | | | | | | | Sep 22 2022 | | | | BOA | | | | 2,629,049 | |
USD | | | 30,727,464 | | | | | | AUD | | | 44,421,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 320,888 | |
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, 2022
| Currency Purchased | | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 19,067,766 | | | | | | CAD | | | 24,134,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | $ | 695,140 | |
USD | | | 73,483,639 | | | | | | CHF | | | 71,211,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 496,842 | |
USD | | | 121,950,399 | | | | | | EUR | | | 117,455,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 3,730,672 | |
USD | | | 79,723,073 | | | | | | GBP | | | 65,373,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 3,745,217 | |
USD | | | 42,800,000 | | | | | | INR | | | 3,424,085,600 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (203,761 | ) |
USD | | | 4,833,011 | | | | | | MXN | | | 99,044,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | (61,205 | ) |
USD | | | 31,379,432 | | | | | | NZD | | | 49,239,000 | | | | | | | | Sep 23 2022 | | | | BOA | | | | 1,253,817 | |
USD | | | 200,000 | | | | | | CLP | | | 190,571,966 | | | | | | | | Sep 26 2022 | | | | BOA | | | | (11,585 | ) |
USD | | | 14,200,000 | | | | | | KRW | | | 19,022,606,358 | | | | | | | | Sep 26 2022 | | | | BOA | | | | (27,930 | ) |
USD | | | 42,800,000 | | | | | | INR | | | 3,428,242,336 | | | | | | | | Sep 29 2022 | | | | BOA | | | | (232,704 | ) |
USD | | | 100,000 | | | | | | CLP | | | 95,099,000 | | | | | | | | Sep 30 2022 | | | | BOA | | | | (5,507 | ) |
USD | | | 600,000 | | | | | | INR | | | 47,960,650 | | | | | | | | Sep 30 2022 | | | | BOA | | | | (1,968 | ) |
USD | | | 1,600,000 | | | | | | KRW | | | 2,114,456,960 | | | | | | | | Sep 30 2022 | | | | BOA | | | | 18,388 | |
USD | | | 3,900,000 | | | | | | TWD | | | 118,464,210 | | | | | | | | Sep 30 2022 | | | | BOA | | | | 2,574 | |
USD | | | 100,000 | | | | | | CLP | | | 88,235,144 | | | | | | | | Oct 03 2022 | | | | BOA | | | | 2,168 | |
USD | | | 42,800,000 | | | | | | INR | | | 3,421,731,600 | | | | | | | | Oct 03 2022 | | | | BOA | | | | (136,198 | ) |
USD | | | 18,690,656 | | | | | | AUD | | | 27,082,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 146,504 | |
USD | | | 12,172,411 | | | | | | CAD | | | 15,892,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 75,847 | |
USD | | | 126,519,704 | | | | | | CHF | | | 120,036,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 3,232,149 | |
USD | | | 92,687,300 | | | | | | EUR | | | 90,675,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 1,257,748 | |
USD | | | 9,703,678 | | | | | | GBP | | | 8,207,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 160,224 | |
USD | | | 3,104,842 | | | | | | HUF | | | 1,264,500,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (28,613 | ) |
USD | | | 64,244,220 | | | | | | JPY | | | 8,775,800,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 810,494 | |
USD | | | 3,540,204 | | | | | | PLN | | | 16,880,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (21,145 | ) |
USD | | | 6,539,501 | | | | | | SEK | | | 69,350,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | 18,669 | |
USD | | | 909,805 | | | | | | TRY | | | 17,665,000 | | | | | | | | Oct 19 2022 | | | | BOA | | | | (21,571 | ) |
ZAR | | | 64,361,551 | | | | | | USD | | | 3,970,850 | | | | | | | | Sep 21 2022 | | | | BOA | | | | (220,645 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | $ | 13,875,017 | |
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, 2022
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 | | SEK | Swedish Krona |
EUR | Euro | | SGD | Singapore Dollar |
FTSE | Financial Times Stock Exchange | | THB | Thai Baht |
GBP | British Pound | | TRY | Turkish Lira |
HUF | Hungarian Forint | | TSX | Toronto Stock Exchange |
IBEX | Index of the Bolsa de Madrid | | TWD | Taiwan Dollar |
ICE | Intercontinental Exchange | | USD | United States Dollar |
ILS | Israeli New Shekel | | WTI | West Texas Intermediate |
INR | Indian Rupee | | ZAR | South African Rand |
JPY | Japanese Yen | | | |
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, 2022
ASSETS | | | | |
Investments, at value (cost $2,342,263,218) | | $ | 2,339,157,801 | |
Foreign currency deposits with broker for futures contracts (Cost $29,951,341) | | | 29,898,792 | |
Deposits with broker for forward foreign currency contracts | | | 59,773,374 | |
Deposits with broker for futures contracts | | | 196,268,854 | |
Receivables for: | | | | |
Capital shares sold | | | 14,747,648 | |
Interest receivable | | | 191,336 | |
Unrealized appreciation on forward foreign currency contracts | | | 33,550,906 | |
Unrealized appreciation on futures contracts | | | 99,531,155 | |
Prepaid expenses and other assets | | | 168,118 | |
Total assets | | | 2,773,287,984 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 3,754,462 | |
Capital shares redeemed | | | 1,643,082 | |
Administration and accounting services fees | | | 91,171 | |
Unrealized depreciation on forward foreign currency contracts | | | 19,675,889 | |
Unrealized depreciation on futures contracts | | | 60,749,568 | |
Other accrued expenses and liabilities | | | 115,242 | |
Total liabilities | | | 86,029,414 | |
Net assets | | $ | 2,687,258,570 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 196,026 | |
Paid-in capital | | | 2,733,489,260 | |
Total distributable earnings/(losses) | | | (46,426,716 | ) |
Net assets | | $ | 2,687,258,570 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 113,480,252 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 8,368,808 | |
Net asset value and redemption price per share | | $ | 13.56 | |
Maximum offering price per share (100/94.25 of $13.56) | | $ | 14.39 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 2,564,700,768 | |
Shares outstanding ($0.001 par value, 300,000,000 shares authorized) | | | 186,965,080 | |
Net asset value, offering and redemption price per share | | $ | 13.72 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 9,077,550 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 691,750 | |
Net asset value, offering and redemption price per share | | $ | 13.12 | |
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, 2022
INVESTMENT INCOME | | | | |
Interest | | $ | 10,673,453 | |
Total investment income | | | 10,673,453 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 33,014,789 | |
Administration and accounting services fees (Note 2) | | | 516,158 | |
Transfer agent fees (Note 2) | | | 174,793 | |
Legal fees | | | 136,074 | |
Directors fees | | | 136,067 | |
Printing and shareholder reporting fees | | | 120,027 | |
Officers fees | | | 117,898 | |
Registration and filing fees | | | 114,111 | |
Distribution fees (Class A Shares) (Note 2) | | | 96,620 | |
Audit and tax service fees | | | 88,687 | |
Custodian fees (Note 2) | | | 72,574 | |
Distribution fees (Class C Shares) (Note 2) | | | 50,287 | |
Other expenses | | | 95,095 | |
Total expenses before waivers and/or reimbursements | | | 34,733,180 | |
Less: waivers and/or reimbursements (Note 2) | | | (1,164,300 | ) |
Net expenses after waivers and/or reimbursements | | | 33,568,880 | |
Net investment income/(loss) | | | (22,895,427 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (863,000 | ) |
Futures contracts | | | 277,980,162 | |
Foreign currency transactions | | | (399,048 | ) |
Forward foreign currency contracts | | | 21,706,645 | |
Written options | | | (666,500 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (2,418,825 | ) |
Futures contracts | | | 22,453,247 | |
Foreign currency translations | | | (77,182 | ) |
Forward foreign currency contracts | | | 18,130,330 | |
Written options | | | (290,787 | ) |
Net realized and unrealized gain/(loss) from investments | | | 335,555,042 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 312,659,615 | |
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, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (22,895,427 | ) | | $ | (18,106,716 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions, forward foreign currency contracts and written options | | | 297,758,259 | | | | 86,022,119 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations, forward foreign currency contracts and written options | | | 37,796,783 | | | | 515,678 | |
Net increase/(decrease) in net assets resulting from operations | | | 312,659,615 | | | | 68,431,081 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (54,275,724 | ) | | | (13,983,998 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (54,275,724 | ) | | | (13,983,998 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 96,389,889 | | | | 12,728,012 | |
Proceeds from reinvestment of distributions | | | 594,933 | | | | 162,829 | |
Shares redeemed | | | (11,764,526 | ) | | | (6,757,552 | ) |
Total from Class A Shares | | | 85,220,296 | | | | 6,133,289 | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 1,705,791,826 | | | | 441,183,123 | |
Proceeds from reinvestment of distributions | | | 35,649,949 | | | | 7,562,347 | |
Shares redeemed | | | (560,126,349 | ) | | | (253,394,878 | ) |
Total from Class I Shares | | | 1,181,315,426 | | | | 195,350,592 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 4,075,349 | | | | 1,494,157 | |
Proceeds from reinvestment of distributions | | | 147,425 | | | | 48,938 | |
Shares redeemed | | | (1,516,356 | ) | | | (1,457,804 | ) |
Total from Class C Shares | | | 2,706,418 | | | | 85,291 | |
Net increase/(decrease) in net assets from capital share transactions | | | 1,269,242,140 | | | | 201,569,172 | |
Total increase/(decrease) in net assets | | | 1,527,626,031 | | | | 256,016,255 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 1,159,632,539 | | | | 903,616,284 | |
End of period | | $ | 2,687,258,570 | | | $ | 1,159,632,539 | |
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, 2022 | | | For the Year Ended August 31, 2021 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 7,470,600 | | | | 1,071,456 | |
Shares reinvested | | | 51,509 | | | | 14,551 | |
Shares redeemed | | | (943,646 | ) | | | (578,862 | ) |
Total Class A Shares | | | 6,578,463 | | | | 507,145 | |
Class I Shares | | | | | | | | |
Shares sold | | | 134,098,707 | | | | 37,193,765 | |
Shares reinvested | | | 3,054,837 | | | | 669,827 | |
Shares redeemed | | | (44,029,159 | ) | | | (21,694,016 | ) |
Total Class I Shares | | | 93,124,385 | | | | 16,169,576 | |
Class C Shares | | | | | | | | |
Shares sold | | | 326,237 | | | | 132,823 | |
Shares reinvested | | | 13,117 | | | | 4,481 | |
Shares redeemed | | | (123,867 | ) | | | (130,069 | ) |
Total Class C Shares | | | 215,487 | | | | 7,235 | |
Net increase/(decrease) in shares outstanding | | | 99,918,335 | | | | 16,683,956 | |
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, 2022 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 11.95 | | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | | | $ | 11.15 | |
Net investment income/(loss)(1) | | | (0.19 | ) | | | (0.24 | ) | | | (0.11 | ) | | | (0.01 | ) | | | (0.07 | ) |
Net realized and unrealized gain/(loss) from investments | | | 2.20 | | | | 1.07 | | | | (0.14 | ) | | | 1.18 | | | | 0.20 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.01 | | | | 0.83 | | | | (0.25 | ) | | | 1.17 | | | | 0.13 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.27 | ) | | | (0.16 | ) | | | (0.64 | ) | | | — | | | | — | |
Net realized capital gains | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.40 | ) | | | (0.16 | ) | | | (0.92 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 13.56 | | | $ | 11.95 | | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | |
Total investment return/(loss)(2) | | | 17.40 | % | | | 7.42 | % | | | (1.64 | )% | | | 10.37 | % | | | 1.08 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 113,480 | | | $ | 21,395 | | | $ | 14,469 | | | $ | 12,434 | | | $ | 15,539 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 2.10 | % | | | 2.14 | % | | | 2.15 | % | | | 2.14 | % | | | 2.13 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.47 | )% | | | (2.03 | )% | | | (0.98 | )% | | | (0.05 | )% | | | (0.65 | )% |
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) | 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. |
(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, 2022 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 12.07 | | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | | | $ | 11.20 | |
Net investment income/(loss)(1) | | | (0.15 | ) | | | (0.21 | ) | | | (0.09 | ) | | | 0.02 | | | | (0.05 | ) |
Net realized and unrealized gain/(loss) from investments | | | 2.22 | | | | 1.08 | | | | (0.14 | ) | | | 1.19 | | | | 0.21 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.07 | | | | 0.87 | | | | (0.23 | ) | | | 1.21 | | | | 0.16 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.29 | ) | | | (0.18 | ) | | | (0.66 | ) | | | (0.02 | ) | | | — | |
Net realized capital gains | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.42 | ) | | | (0.18 | ) | | | (0.94 | ) | | | (0.02 | ) | | | — | |
Net asset value, end of period | | $ | 13.72 | | | $ | 12.07 | | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | |
Total investment return/(loss)(2) | | | 17.72 | % | | | 7.74 | % | | | (1.39 | )% | | | 10.63 | % | | | 1.34 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,564,701 | | | $ | 1,132,714 | | | $ | 883,997 | | | $ | 707,564 | | | $ | 913,437 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 1.85 | % | | | 1.89 | % | | | 1.90 | % | | | 1.89 | % | | | 1.88 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.22 | )% | | | (1.78 | )% | | | (0.73 | )% | | | 0.20 | % | | | (0.40 | )% |
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) | 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. |
(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, 2022 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 11.60 | | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | | | $ | 11.01 | |
Net investment income/(loss)(1) | | | (0.27 | ) | | | (0.32 | ) | | | (0.19 | ) | | | (0.08 | ) | | | (0.16 | ) |
Net realized and unrealized gain/(loss) from investments | | | 2.13 | | | | 1.05 | | | | (0.14 | ) | | | 1.13 | | | | 0.21 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.86 | | | | 0.73 | | | | (0.33 | ) | | | 1.05 | | | | 0.05 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.21 | ) | | | (0.11 | ) | | | (0.52 | ) | | | — | | | | — | |
Net realized capital gains | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.34 | ) | | | (0.11 | ) | | | (0.80 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 13.12 | | | $ | 11.60 | | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | |
Total investment return/(loss)(2) | | | 16.48 | % | | | 6.72 | % | | | (2.40 | )% | | | 9.49 | % | | | 0.36 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 9,078 | | | $ | 5,524 | | | $ | 5,151 | | | $ | 4,487 | | | $ | 8,481 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 2.85 | % | | | 2.89 | % | | | 2.90 | % | | | 2.89 | % | | | 2.88 | % |
Ratio of net investment income/(loss) to average net assets | | | (2.22 | )% | | | (2.78 | )% | | | (1.73 | )% | | | (0.80 | )% | | | (1.40 | )% |
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) | 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. |
(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, 2022
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 forty-eight 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 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2022 (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 $563,002,713, which represented 20.95% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $581,211,287, which represented 21.63% 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, 2022
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 | | $ | 2,339,157,801 | | | $ | 2,339,157,801 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 39,643,554 | | | | 39,643,554 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 6,109,157 | | | | 6,109,157 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 33,550,906 | | | | — | | | | 33,550,906 | | | | — | |
Futures Contracts | | | 27,175,220 | | | | 27,175,220 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | �� | | | |
Futures Contracts | | | 26,603,224 | | | | 26,603,224 | | | | — | | | | — | |
Total Assets | | $ | 2,472,239,862 | | | $ | 2,438,688,956 | | | $ | 33,550,906 | | | $ | — | |
38
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (34,567,013 | ) | | $ | (34,567,013 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (15,799,345 | ) | | | (15,799,345 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (19,675,889 | ) | | | — | | | | (19,675,889 | ) | | | — | |
Futures Contracts | | | (2,319,322 | ) | | | (2,319,322 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (8,063,888 | ) | | | (8,063,888 | ) | | | — | | | | — | |
Total Liabilities | | $ | (80,425,457 | ) | | $ | (60,749,568 | ) | | $ | (19,675,889 | ) | | $ | — | |
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 Cayman Subsidiary, the SPC and the Onshore 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.
39
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | 33,550,906 | | | | — | | | | 33,550,906 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 6,109,157 | | | | 26,603,224 | | | | 27,175,220 | | | | 39,643,554 | | | | 99,531,155 | |
Total Value- Assets | | | | | | $ | 6,109,157 | | | $ | 26,603,224 | | | $ | 60,726,126 | | | $ | 39,643,554 | | | $ | 133,082,061 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | (19,675,889 | ) | | | — | | | | (19,675,889 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (15,799,345 | ) | | | (8,063,888 | ) | | | (2,319,322 | ) | | | (34,567,013 | ) | | | (60,749,568 | ) |
Total Value- Liabilities | | | | | | $ | (15,799,345 | ) | | $ | (8,063,888 | ) | | $ | (21,995,211 | ) | | $ | (34,567,013 | ) | | $ | (80,425,457 | ) |
(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 | | | $ | — | | | $ | 268,900 | | | | — | | | $ | — | | | $ | 268,900 | |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | | (5,465,173 | ) | | | 122,404,544 | | | | 74,712,052 | | | | 86,328,739 | | | | 277,980,162 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | 21,706,645 | | | | — | | | | 21,706,645 | |
Written Options | | | Net realized gain/(loss) from written options | | | | — | | | | (598,100 | ) | | | (68,400 | ) | | | — | | | | (666,500 | ) |
Total Realized Gain/(Loss) | | $ | (5,465,173 | ) | | $ | 122,075,344 | | | $ | 96,350,297 | | | $ | 86,328,739 | | | $ | 299,289,207 | |
40
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | | | $ | — | | | $ | 586,487 | | | $ | 67,450 | | | $ | — | | | $ | 653,937 | |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | | (16,481,372 | ) | | | 19,640,034 | | | | 20,730,010 | | | | (1,435,425 | ) | | | 22,453,247 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | 18,130,330 | | | | — | | | | 18,130,330 | |
Written Options | | | Net change in unrealized appreciation/(depreciation) on written options | | | | — | | | | (290,787 | ) | | | — | | | | — | | | | (290,787 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | (16,481,372 | ) | | $ | 19,935,734 | | | $ | 38,927,790 | | | $ | (1,435,425 | ) | | $ | 40,946,727 | |
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
Purchased Options (Cost) | Written Options (Proceeds) | Long Futures Notional Amount | Short Futures Notional Amount | Forward Foreign Currency Contracts — Payable (Value at Trade Date) | Forward Foreign Currency Contracts — Receivable (Value at Trade Date) |
$153,535 | $(62,535) | $3,317,342,604 | $(5,200,441,644) | $ (3,677,795,662) | $ 3,679,054,451 |
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, 2022
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 | | $ | 33,550,906 | | | $ | (19,675,889 | ) | | $ | — | | | $ | 13,875,017 | | | | | | | $ | 33,550,906 | | | $ | (33,550,906 | ) | | $ | — | | | $ | — | |
| (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 The RBB Fund Trust (formerly, 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, 2022
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, 2022
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 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.
Ukraine-Russia Conflict Risk — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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
44
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
(if the option is a put). Upon exercise of the option, the accumulated cash balance in the writer’s futures margin account is delivered to the holder of the option. That balance represents the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. 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, the Fund has no written 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 potentially 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.
45
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
2. Investment Adviser and Other Services
Abbey Capital Limited (“Abbey Capital” or the “Adviser”) serves as the investment adviser to the Fund and the Cayman Subsidiary, Onshore Subsidiary and SPC. The Adviser allocates the assets of the Onshore Subsidiary and SPC (via the Cayman Subsidiary) to one or more Trading Advisers unaffiliated with the Adviser to manage. The Adviser also has the ultimate responsibility to oversee the Trading Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table. The Adviser compensates the Trading Advisers out of the Advisory Fee.
The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding certain items discussed below) to the rates (“Expense Caps”) shown in the following table of the Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees 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, 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.
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 |
$33,014,789 | $(1,164,300) | $31,850,489 |
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, 2023 | August 31, 2024 | August 31, 2025 | Total |
$843,630 | $1,020,929 | $1,164,300 | $3,028,859 |
Aspect Capital Limited, Crabel Capital Management, LLC, Eclipse Capital Management, Inc., Episteme Capital Partners (UK), LLP, Graham Capital Management, LP, P/E Global, LLC, R.G. Niederhoffer Capital Management, Inc., Revolution Capital Management, LLC, Systematica Investments Limited (acting as the general partner of Systematica Investments LP), 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 June 29, 2022, Systematica Investments Limited (acting as the general partner of Systematica Investments LP), serves as a Trading Adviser to the Fund.
46
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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.
47
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
As of August 31, 2022, 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) |
$2,757,733,831 | $172,613,883 | $(388,732,523) | $(216,118,640) |
(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, 2022, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(219,606,329) | $219,606,329 |
As of August 31, 2022, 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 |
$269,747,537 | $39,610,965 | $(355,785,218) | $— | $— | $— |
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, 2022 was as follows:
| | Ordinary Income | Long-Term Gains | Total |
| 2022 | $44,586,281 | $9,689,443 | $54,275,724 |
| 2021 | $13,983,998 | $— | $13,983,998 |
The Fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2022, the Fund had no unlimited short-term or long-term capital loss carryovers to offset future capital gains.
48
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2022
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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.The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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.
49
Abbey Capital Futures Strategy Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders of Abbey Capital Futures Strategy Fund
and Board of Directors of The RBB Fund, Inc.
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, 2022, 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, 2022, 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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 28, 2022
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, 2022. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2022. During the fiscal year ended August 31, 2022, the Fund paid no ordinary income dividends that are designated as “qualified dividend income” 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 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 2023.
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 SEC’s website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Approval of Investment Advisory Agreements and Trading Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of (1) the investment advisory agreement between Abbey Capital and the Company on behalf of the Fund (the “Investment Advisory Agreement”), (2) 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 between 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, R.G. Niederhoffer Capital Management, Inc., 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 11-12, 2022 (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, 2023. 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 (Continued)
(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 one-year, five-year, and since-inception periods ended March 31, 2022. 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 three-year and four-year periods ended December 31, 2021.
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, 2022, 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, 2023.
APPROVAL OF NEW TRADING ADVISORY AGREEMENT
In considering the approval of the Trading Advisory Agreement between Abbey Capital and Systematica, the Board 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 Board considered (i) the nature, extent, and quality of services to be provided to the Abbey Capital Futures Strategy Fund (the “Fund”) by Systematica; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Systematica’s investment philosophies and processes; (iv) Systematica’s assets under management and client descriptions; (v) Systematica’s soft dollar commission and trade allocation policies; (vi) Systematica’s advisory fee arrangements with the Company and other similarly managed clients, as applicable; (vii) Systematica’s compliance procedures; and (viii) Systematica’s financial information and insurance coverage.
The Board also considered the fees payable to Systematica under the proposed Trading Advisory Agreement with Systematica and the services to be provided by Systematica. In this regard, the Board noted that the fees for Systematica were payable by Abbey Capital.
After reviewing the information regarding the Adviser’s and Systematica’s costs, profitability and economies of scale, and after considering the services to be provided by Systematica, the Board concluded that the trading advisory fees to be paid by Abbey Capital to Systematica were fair and reasonable, that the Trading Advisory Agreement is in the best interests of the Fund and its shareholders and does not involve a conflict of interest from which the Adviser derives an inappropriate advantage, and that the Trading Advisory Agreement should be approved for an initial period ending August 16, 2023.
53
Abbey Capital Futures Strategy Fund
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Chief Risk Officer of the Adviser as the program administrator for the Adviser Program. The process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period; (v) confirmation that the Fund did not breach 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) during the Period 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 the Fund’s Liquidity Risk functioned appropriately during the Period; and (vii) that the Programs operated adequately during the Period. The Report also described material changes made to the Adviser Program during the Period and indicated that there were no material changes made to the Company Program 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 the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
54
Abbey Capital Futures Strategy Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844) 261-6484.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
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 |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
56
Abbey Capital Futures Strategy Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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, 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. |
57
Abbey Capital Futures Strategy Fund
Company Management (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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
58
Abbey Capital Futures Strategy Fund
Privacy Notice
(Unaudited)
Abbey Capital Futures Strategy Fund
FACTS | WHAT DOES THE ABBEY CAPITAL FUTURES STRATEGY FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Abbey Capital Futures Strategy Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Does the Abbey Capital Futures Strategy Fund share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We don’t share. |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-844-261-6484 or go to www.abbeycapital.com |
59
Abbey Capital Futures Strategy Fund
Privacy Notice (Continued)
(Unaudited)
What we do | |
How does the Abbey Capital Futures Strategy Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Abbey Capital Futures Strategy Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise any of your rights above, please call: 1-844-261-6484. You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
60
Abbey Capital Futures Strategy Fund
Privacy Notice (Concluded)
(Unaudited)
| The Abbey Capital Futures Strategy Fund shall retain your personal data for as long as you are an investor in the Fund and thereafter as long as necessary to comply with applicable laws that require the Fund to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Fund may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Fund does take the security of your personal data seriously. You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Abbey Capital Futures Strategy Fund’s investment adviser, Abbey Capital Limited, and each sub-adviser. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Abbey Capital Futures Strategy Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Abbey Capital Futures Strategy Fund does not jointly market. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
61
Investment Adviser
Abbey Capital Limited
1-2 Cavendish Row
Dublin 1, Ireland
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
AFS-AR22
Abbey Capital Multi Asset Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2022
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited)
August 31, 2022
Dear Shareholder,
The Abbey Capital Multi Asset Fund (the “Fund”) Class I Shares returned +10.31% net of fees for the 12-month fiscal year ended August 31, 2022.
Positive performance was driven by the managed futures component of the Fund’s investment strategy, with gains stemming from trading in fixed income, currency and energy contracts. The Fund’s long US equity component had negative returns over the 12-month period. The Fund targets approximately 100% exposure of its net assets to its managed futures strategy and approximately 50% exposure to its long US 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.
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, 2022 (unless otherwise noted)
| 2022 YTD | 1 Year | SEP. 1, 2020 TO Aug. 31, 2021 | 5 Years Annualized | 10 Years Annualized | ANNUALIZED SINCE INCEPTION ON MAY 14, 2002 |
Class I Shares* (inclusive of Predeccesor Fund performance) | 7.95% | 10.40% | 19.72% | 13.79% | 12.75% | 11.09% |
Class A Shares** | 7.73% | 9.99% | n/a | n/a | n/a | n/a |
Class A Shares (max load)** | 1.53% | 3.67% | n/a | n/a | n/a | n/a |
Class C Shares*** | 7.25% | 9.18% | n/a | n/a | n/a | n/a |
ICE BofA 3- Month U.S. Treasury Bill Index**** | 0.36% | 0.37% | 0.08% | 1.12% | 0.66% | 1.25% |
S&P 500® Total Return Index**** | -16.14% | -11.23% | 31.17% | 11.82% | 13.08% | 8.75% |
Barclay CTA Index**** | 7.94% | 8.44% | 7.30% | 4.27% | 2.08% | 3.89% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 9, 2022
Source: Abbey Capital, Bloomberg and BarclayHedge
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 where indicated 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.
1
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited) (Continued)
August 31, 2022
* | 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. |
** | Class A Shares performance prior to its inception on February 16, 2022 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% on Class A Shares. |
*** | Class C Shares performance prior to its inception on November 8, 2021 is the performance of Class I Shares, adjusted for the Class C Shares’ expense ratio. The Fund charges a contingent deferred sales charge (“CDSC”) of 1.00% on certain redemptions of Class C Shares made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the offering price at the time of purchase of the Class C Shares redeemed or the net asset value of the Class C Shares redeemed at the time of redemption. |
**** | 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 ICE BofA 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 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 31, 2022, 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 2.28%, 2.53% and 3.28% 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, 2021 (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 12-month fiscal period ended August 31, 2022 was positive overall for Fund performance, as gains for the managed futures allocation outweighed losses for the long US equity allocation.
This period was characterised by high inflation and hawkish monetary policy, with supply constraints across commodity sectors and the Russia-Ukraine conflict other notable themes that impacted markets. These factors contributed to sharp moves and heightened volatility across both financial and commodity markets at different times during the period.
Inflation in the US and Europe reached multi-decade highs during the period, with US inflation rising to +9.1% per annum in June 2022, its highest level since 1981. Central banks were initially slow to react to signs of increasing price pressures. The US Federal Reserve initially viewed rising inflation as a “transitory” effect of the global economy re-opening following COVID-19 disruptions and supply bottlenecks in various sectors. However, as high inflation proved more persistent than expected, global central banks began to hike rates in 2022 and scale back monetary policy supports such as quantitative easing.
Equities prices rose at the start of the period, despite concerns about higher inflation and the emergence of the Omicron COVID-19 variant, as strong corporate earnings helped the S&P 500 Index to hit record highs in December 2021. However, long-term uptrends in global stocks began to unwind in early 2022 alongside high inflation and concerns about the impact of tighter monetary policy on the global economy.
2
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited) (Continued)
August 31, 2022
Supply concerns were a persistent theme across commodity markets, contributing to a rally in various energy, metal and agricultural markets in the first half of the 12-month period. The outbreak of the Russia-Ukraine conflict in Q1 2022 led to supply disruptions and an acceleration in price uptrends across many commodity contracts. However, as we moved into Q2 2022, uptrends in commodities began to weaken as concerns about slower global growth became more prominent and the stronger USD weighed on metals prices.
From September to December 2021, positive Fund performance was driven by gains for the long equity allocation as US equities rose. Performance for the managed futures allocation was close to flat for the period. The managed futures allocation saw notable losses in late November 2021 when the emergence of the Omicron COVID-19 variant resulted in a sharp reversal of trends in several sectors. However, uptrends in energy contracts and the USD led to offsetting gains for the allocation.
Fund performance from January to August 2022 was also positive, however the drivers of performance shifted. The managed futures allocation recorded positive returns as notable trends in both financial and commodity markets provided a favourable environment for the Fund’s Trendfollowing sub-advisers. Meanwhile the long equity allocation experienced losses as US stocks declined from record highs, with the S&P 500 index entering a bear market in June 2022.
The Fund’s largest gains occurred in fixed income over the 12-month period as high inflation and aggressive policy tightening by global central banks led to a significant repricing in global bond and interest rate markets. Some of the most pronounced moves occurred in the US, where the US 2-year Treasury yield rose by over +320 basis points during the 12-month period as investors anticipated US interest rates of approximately 3.75% by the end of 2022. The Fund transitioned to an aggregate short position across bonds and interest rates in late 2021, which resulted in gains as trends in global yields accelerated in the early part of 2022. The largest gains in fixed income occurred from short positions in US Treasury and 3-month Eurodollar contracts during the period.
In currencies, the Fund held long USD positions throughout the period, which resulted in gains. Hawkish guidance from the US Federal Reserve and higher US yields supported the US currency, with long USD positions against the EUR and JPY leading to gains in the sector. A widening US- Japan yield differential helped the USD reach a 24-year high against the JPY during the period. Meanwhile, the USD hit a 20-year high against the EUR during the period. The EUR weakened as the US Federal Reserve was more aggressive in tightening monetary policy than the European Central Bank and as a supply crunch in European energy markets weighed on the growth outlook for the eurozone.
Supply concerns were a prominent theme in energy markets over the 12-month period. OPEC+ supply restrictions, combined with strong global demand, were a tailwind for crude oil prices in the first half of the period. Disruptions to Russian energy supplies following the imposition of economic sanctions also impacted prices. In August 2022, US natural gas futures hit their highest level since 2008 on concerns about low inventory levels. European natural gas and electricity prices reached record highs in August 2022 amid severe energy supply shortages as Russia restricted natural gas exports to the region. The Fund’s long positions in energy resulted in gains for the period, with longs in crude oil, distillates and natural gas all contributing positively to performance.
The Fund’s performance in metals was positive during the period, with gains concentrated in base metals. Low inventories were an important theme across many base metals markets, with the Fund’s largest gains occurring from long nickel positions. Prices rose amid uncertainty about supplies from Russia and a short squeeze that took place at the London Metal Exchange. Short copper positions also contributed positively to returns late in the period, as a stronger USD and demand fears arising from slowing global growth and Chinese COVID-19 lockdowns helped prices to fall to their lowest level since Q4 2020. The Fund’s performance in precious metals was close to flat for the 12-month period.
Further gains were recorded in agricultural commodities as the managed futures allocation saw gains from longs in corn, wheat and cotton. Wheat and corn prices were supported by disruptions to agricultural exports from Russia and Ukraine, with concerns about growing conditions in the US and Brazil serving as a further tailwind to corn prices. Meanwhile, droughts in key US growing regions saw cotton futures rally.
3
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited) (Concluded)
August 31, 2022
Equities were the largest detractor from Fund performance at the sector level during the period, with both the managed futures and the long equity allocations producing negative returns in the sector. Stocks rose to record highs in December 2021, but trends reversed in early 2022 as concerns about high inflation and more hawkish central bank policy weighed on risk sentiment. In addition, the Russia-Ukraine conflict, COVID-19 lockdowns in China, signs of slowing global growth and some mixed earnings data also negatively impacted global stocks at times during the period.
This reversal in the long-term uptrend in equities proved challenging for the managed futures allocation, which recorded losses from long positions in early 2022. The long equity allocation experienced losses from holding long positions in S&P 500 Index futures throughout the 12- month period as the S&P 500 Total Return Index returned -11.2% during the period. The Fund’s long equity allocation was maintained below its 50% target level throughout the period, which helped to moderate losses for the long equity allocation somewhat.
Key to Currency Abbreviations |
USD | US Dollar |
JPY | Japanese Yen |
EUR | Euro |
An investment in the Fund is speculative and involves substantial risk. It is possible that an investor may lose some or all of their investment. The Fund may invest up to 25% of its total assets in 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. 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 contracts. 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.
This report is submitted for general information to the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund. Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice.
4
Abbey Capital Multi Asset Fund
Performance Data
August 31, 2022 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Multi Asset Fund - Class A Shares
vs. ICE BofA 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 April 11, 2018 and reflects Fund expenses and reinvestment of dividends and distributions (performance shown prior to February 16, 2022 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, 2022 | |
| One Year | Since Inception†† | |
Class A Shares (without sales charge) (Pro forma April 11, 2018 to February 16, 2022) | 9.99%* | 14.00%* | |
Class A Shares (with sales charge) (Pro forma April 11, 2018 to February 16, 2022) | 3.67%* | 12.48%* | |
S&P 500® Total Return Index | -11.23% | 8.75%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.37% | 1.25%** | |
Barclay CTA Index*** | 8.44% | 3.89%** | |
†† | Inception date of Class A Shares of the Fund was February 16, 2022 and the inception date of the Fund was April 11, 2018. Performance information is from the inception date of the Fund. |
* | Class A Shares performance prior to its inception on February 16, 2022 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. |
5
Abbey Capital Multi Asset Fund
Performance Data (Continued)
August 31, 2022 (Unaudited)
The Fund charges a 5.75% maximum sales charge on purchases (as a percentage of offering price) of Class A Shares. The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) 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 2.53% 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, 2022 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 Multi Asset Fund
Performance Data (Continued)
August 31, 2022 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in Abbey Capital Multi Asset Fund - Class I Shares
vs. ICE BofA 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, 2012 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, 2022 | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares | 10.40% | 13.79%* | 12.75%* | 11.09%* | |
S&P 500® Total Return Index | -11.23% | 11.82% | 13.08% | 8.75%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.37% | 1.12% | 0.66% | 1.25%** | |
Barclay CTA Index*** | 8.44% | 4.27% | 2.08% | 3.89%** | |
* | 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 2.28% 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, 2022 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 Multi Asset Fund
Performance Data (Continued)
August 31, 2022 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Multi Asset Fund - Class C Shares
vs. ICE BofA 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 April 11, 2018 and reflects Fund expenses and reinvestment of dividends and distributions (performance shown prior to November 8, 2021 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, 2022 | |
| One Year | Since Inception†† | |
Class C Shares (without contingent deferred sales charge) (Pro forma April 11, 2018 to November 8, 2021) | 9.18%* | 13.16%* | |
Class C Shares (with contingent deferred sales charge) (Pro forma April 11, 2018 to November 8, 2021) | 8.20%* | 13.16%* | |
S&P 500® Total Return Index | -11.23% | 8.75%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 0.37% | 1.25%** | |
Barclay CTA Index*** | 8.44% | 3.89%** | |
†† | Inception date of Class C Shares of the Fund was November 8, 2021 and the inception date of the Fund was April 11, 2018. Performance information is from the inception date of the Fund. |
* | Class C Shares performance prior to its inception on November 8, 2021 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. |
8
Abbey Capital Multi Asset Fund
Performance Data (Concluded)
August 31, 2022 (Unaudited)
The Fund charges a contingent deferred sales charge (“CDSC”) of 1.00% on certain redemptions of Class C Shares made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the offering price at the time of purchase of the Class C Shares redeemed or the net asset value of the Class C Shares redeemed at the time of redemption.
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 3.28% for Class C 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, 2022 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 ICE BofA 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 2022. The Barclay CTA Index is equally weighted and rebalanced at the beginning of each year.
ICE BofA 3-Month U.S. Treasury Bill Index
The ICE BofA 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.
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.
9
Abbey Capital Multi Asset Fund
Fund Expense Example
August 31, 2022 (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, 2022 through August 31, 2022, 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 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, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period(1) | Annualized Expense Ratio(2) | Actual Six-Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 1,092.40 | $ 10.76 | 2.04% | 9.24% |
Class I Shares | 1,000.00 | 1,093.30 | 9.44 | 1.79% | 9.33% |
Class C Shares | 1,000.00 | 1,088.20 | 14.68 | 2.79% | 8.82% |
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 |
| (1) | Expenses are equal to the Fund’s Class A Shares, Class I Shares, and Class C Shares annualized six-month expense ratios for the period March 1, 2022 through August 31, 2022, 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 are based on the actual six-month total investment return for the Fund’s respective share classes. |
| (2) | Ratios reflect expenses waived by the Fund’s investment adviser. Without these waivers, the Fund’s expenses would have been higher and the ending account values would have been lower. |
10
Abbey Capital Multi Asset Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2022 (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 | | | 79.7 | % | | $ | 273,455,973 | |
Money Market Deposit Account | | | 6.9 | | | | 23,811,796 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 13.4 | | | | 45,979,517 | |
NET ASSETS | | | 100.0 | % | | $ | 343,247,286 | |
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.
11
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments
August 31, 2022
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 86.6% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 79.7% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.629% | | | | 09/01/22 | | | $ | 1,900 | | | $ | 1,900,000 | |
U.S. Treasury Bills | | | 0.760% | | | | 09/08/22 | | | | 5,718 | | | | 5,715,766 | |
U.S. Treasury Bills | | | 0.818% | | | | 09/15/22 | | | | 6,193 | | | | 6,187,825 | |
U.S. Treasury Bills | | | 0.940% | | | | 09/22/22 | | | | 6,056 | | | | 6,048,748 | |
U.S. Treasury Bills | | | 1.036% | | | | 09/29/22 | | | | 11,001 | | | | 10,982,864 | |
U.S. Treasury Bills | | | 1.125% | | | | 10/06/22 | | | | 12,138 | | | | 12,112,097 | |
U.S. Treasury Bills | | | 1.200% | | | | 10/13/22 | | | | 11,055 | | | | 11,025,207 | |
U.S. Treasury Bills | | | 1.291% | | | | 10/20/22 | | | | 8,985 | | | | 8,954,756 | |
U.S. Treasury Bills | | | 1.367% | | | | 10/27/22 | | | | 11,465 | | | | 11,419,433 | |
U.S. Treasury Bills | | | 1.346% | | | | 11/03/22 | | | | 8,261 | | | | 8,223,142 | |
U.S. Treasury Bills | | | 1.395% | | | | 11/10/22 | | | | 12,001 | | | | 11,940,530 | |
U.S. Treasury Bills | | | 1.461% | | | | 11/17/22 | | | | 6,433 | | | | 6,396,119 | |
U.S. Treasury Bills | | | 1.506% | | | | 11/25/22 | | | | 13,739 | | | | 13,647,960 | |
U.S. Treasury Bills | | | 1.653% | | | | 12/01/22 | | | | 11,699 | | | | 11,614,234 | |
U.S. Treasury Bills | | | 2.215% | | | | 12/08/22 | | | | 2,894 | | | | 2,872,148 | |
U.S. Treasury Bills | | | 2.222% | | | | 12/15/22 | | | | 6,677 | | | | 6,623,230 | |
U.S. Treasury Bills | | | 2.465% | | | | 12/22/22 | | | | 15,090 | | | | 14,949,734 | |
U.S. Treasury Bills | | | 2.477% | | | | 12/29/22 | | | | 2,812 | | | | 2,784,363 | |
U.S. Treasury Bills | | | 2.659% | | | | 01/05/23 | | | | 7,651 | | | | 7,571,580 | |
U.S. Treasury Bills | | | 2.893% | | | | 01/12/23 | | | | 6,721 | | | | 6,647,191 | |
U.S. Treasury Bills | | | 2.953% | | | | 01/19/23 | | | | 12,305 | | | | 12,161,322 | |
U.S. Treasury Bills | | | 2.859% | | | | 01/26/23 | | | | 15,603 | | | | 15,411,385 | |
U.S. Treasury Bills | | | 3.001% | | | | 02/02/23 | | | | 17,272 | | | | 17,041,736 | |
U.S. Treasury Bills | | | 3.028% | | | | 02/09/23 | | | | 33,674 | | | | 33,201,348 | |
U.S. Treasury Bills | | | 3.120% | | | | 02/16/23 | | | | 4,503 | | | | 4,435,875 | |
U.S. Treasury Bills | | | 3.225% | | | | 02/23/23 | | | | 23,961 | | | | 23,587,380 | |
TOTAL U.S. TREASURY OBLIGATIONS (Cost $273,836,709) | | | | | | | | | | | | | | | 273,455,973 | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 6.9% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.0% (United States)(a) | | | | | | | 23,812 | | | | 23,811,796 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT (Cost $23,811,796) | | | | | | | | | | | | | | | 23,811,796 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $297,648,505) | | | | | | | | | | | | | | | 297,267,769 | |
TOTAL INVESTMENTS — 86.6% | | | | | | | | | | | | | | | | |
(Cost $297,648,505) | | | | | | | | | | | | | | | 297,267,769 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 13.4% | | | | | | | | | | | | | | | 45,979,517 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 343,247,286 | |
* | 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, 2022. |
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, 2022
Futures contracts outstanding as of August 31, 2022 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-22 | | | | 71 | | | $ | 7,641,476 | | | $ | (46,845 | ) |
Amsterdam Index Futures | | | Sep-22 | | | | 53 | | | | 7,244,457 | | | | (500,130 | ) |
AUD/USD Currency Futures | | | Sep-22 | | | | 9 | | | | 616,275 | | | | (1,570 | ) |
Brent Crude Futures | | | Nov-22 | | | | 7 | | | | 669,480 | | | | (6,320 | ) |
Brent Crude Futures | | | Dec-22 | | | | 5 | | | | 471,050 | | | | (15,340 | ) |
Brent Crude Futures | | | Jan-23 | | | | 2 | | | | 185,860 | | | | (6,920 | ) |
Brent Crude Oil Last Day | | | Nov-22 | | | | 1 | | | | 95,640 | | | | (3,980 | ) |
CAC40 10 Euro Futures | | | Sep-22 | | | | 93 | | | | 5,723,537 | | | | (413,147 | ) |
CAD Currency Futures | | | Sep-22 | | | | 208 | | | | 15,847,520 | | | | (180,290 | ) |
Cattle Feeder Futures | | | Oct-22 | | | | 1 | | | | 91,738 | | | | 600 | |
CHF Currency Futures | | | Sep-22 | | | | 88 | | | | 11,282,700 | | | | (182,956 | ) |
Cocoa Futures ICE | | | Dec-22 | | | | 1 | | | | 18,788 | | | | 58 | |
Cocoa Futures ICE | | | Mar-23 | | | | 1 | | | | 18,438 | | | | (12 | ) |
Coffee ‘C’ Futures | | | Dec-22 | | | | 23 | | | | 2,029,031 | | | | 13,463 | |
Coffee ‘C’ Futures | | | Mar-23 | | | | 1 | | | | 85,725 | | | | (1,575 | ) |
Coffee ‘C’ Futures | | | May-23 | | | | 1 | | | | 84,375 | | | | (1,388 | ) |
Coffee Robusta Futures | | | Nov-22 | | | | 1 | | | | 22,500 | | | | (140 | ) |
Copper Futures | | | Dec-22 | | | | 1 | | | | 87,963 | | | | (6,138 | ) |
Corn Futures | | | Dec-22 | | | | 40 | | | | 1,341,000 | | | | 25,488 | |
Corn Futures | | | Mar-23 | | | | 63 | | | | 2,130,975 | | | | 35,313 | |
Corn Futures | | | May-23 | | | | 4 | | | | 135,650 | | | | 1,713 | |
Cotton No.2 Futures | | | Dec-22 | | | | 18 | | | | 1,018,890 | | | | (33,620 | ) |
DJIA Mini E-CBOT | | | Sep-22 | | | | 32 | | | | 5,045,120 | | | | (330,477 | ) |
Dollar Index | | | Sep-22 | | | | 4 | | | | 434,660 | | | | 15,989 | |
E-Mini Crude Oil | | | Oct-22 | | | | 2 | | | | 89,550 | | | | (5,288 | ) |
E-Mini Natural Gas | | | Oct-22 | | | | 2 | | | | 45,635 | | | | (2,065 | ) |
E-Mini Utilities Select Futures | | | Sep-22 | | | | 1 | | | | 74,920 | | | | (970 | ) |
Euro STOXX 50 | | | Sep-22 | | | | 156 | | | | 5,518,406 | | | | (359,864 | ) |
Euro/JPY Futures | | | Sep-22 | | | | 27 | | | | 3,384,596 | | | | 756 | |
Euro-Bobl Futures | | | Sep-22 | | | | 17 | | | | 2,102,726 | | | | (1,799 | ) |
Euro-Bund Futures | | | Sep-22 | | | | 34 | | | | 5,055,906 | | | | (60,378 | ) |
European Climate Exchange Futures | | | Dec-22 | | | | 6 | | | | 482,559 | | | | (49,062 | ) |
FTSE 100 Index Futures | | | Sep-22 | | | | 249 | | | | 21,080,000 | | | | (446,557 | ) |
FTSE/JSE TOP 40 | | | Sep-22 | | | | 1 | | | | 35,471 | | | | (1,803 | ) |
FTSE/MIB Index Futures | | | Sep-22 | | | | 19 | | | | 2,059,111 | | | | (132,795 | ) |
Gasoline RBOB Futures | | | Oct-22 | | | | 9 | | | | 918,842 | | | | (99,767 | ) |
Gold 100 Oz Futures | | | Dec-22 | | | | 29 | | | | 5,005,980 | | | | (54,330 | ) |
JPY Currency Futures | | | Sep-22 | | | | 1 | | | | 90,225 | | | | (119 | ) |
Lean Hogs Futures | | | Dec-22 | | | | 15 | | | | 503,250 | | | | 2,880 | |
Live Cattle Futures | | | Oct-22 | | | | 16 | | | | 912,480 | | | | (13,480 | ) |
Live Cattle Futures | | | Dec-22 | | | | 2 | | | | 118,780 | | | | (1,610 | ) |
Live Cattle Futures | | | Feb-23 | | | | 3 | | | | 183,990 | | | | (2,070 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,141 | | | | (6,559 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | 59,131 | | | | (1,769 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 414 | | | | 24,475,162 | | | | (2,372,930 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | 118,350 | | | | 309 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | 59,175 | | | | (1,613 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | 58,867 | | | | (2,458 | ) |
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, 2022
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | $ | 58,956 | | | $ | (3,306 | ) |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | 58,973 | | | | (2,403 | ) |
LME Aluminum Forward | | | Dec-22 | | | | 269 | | | | 15,884,450 | | | | (429,919 | ) |
LME Copper Forward | | | Sep-22 | | | | 181 | | | | 35,509,937 | | | | (2,210,316 | ) |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | 195,988 | | | | (15,025 | ) |
LME Copper Forward | | | Oct-22 | | | | 1 | | | | 195,563 | | | | (5,629 | ) |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | 195,411 | | | | (4,390 | ) |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | 195,267 | | | | (1,821 | ) |
LME Copper Forward | | | Dec-22 | | | | 96 | | | | 18,706,800 | | | | (369,412 | ) |
LME Lead Forward | | | Sep-22 | | | | 10 | | | | 488,563 | | | | (50,449 | ) |
LME Lead Forward | | | Sep-22 | | | | 1 | | | | 48,769 | | | | 19 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,793 | | | | (1,755 | ) |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | 48,824 | | | | 387 | |
LME Lead Forward | | | Oct-22 | | | | 2 | | | | 97,575 | | | | (2,975 | ) |
LME Lead Forward | | | Dec-22 | | | | 2 | | | | 97,500 | | | | (11,345 | ) |
LME Nickel Forward | | | Sep-22 | | | | 1 | | | | 128,022 | | | | (39,924 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | 128,178 | | | | (1,602 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | 128,181 | | | | 4,268 | |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | 128,301 | | | | (17,499 | ) |
LME Nickel Forward | | | Nov-22 | | | | 1 | | | | 128,466 | | | | (294 | ) |
LME Zinc Forward | | | Sep-22 | | | | 15 | | | | 1,323,188 | | | | (23,136 | ) |
LME Zinc Forward | | | Dec-22 | | | | 9 | | | | 774,450 | | | | (24,517 | ) |
Low Sulphur Gasoil G Futures | | | Oct-22 | | | | 12 | | | | 1,290,300 | | | | (18,125 | ) |
Low Sulphur Gasoil G Futures | | | Nov-22 | | | | 3 | | | | 312,450 | | | | 1,775 | |
Low Sulphur Gasoil G Futures | | | Dec-22 | | | | 2 | | | | 200,900 | | | | 5,725 | |
Low Sulphur Gasoil G Futures | | | Jan-23 | | | | 1 | | | | 98,500 | | | | (10,100 | ) |
Mill Wheat Euro | | | Dec-22 | | | | 4 | | | | 65,222 | | | | (113 | ) |
Mill Wheat Euro | | | Mar-23 | | | | 3 | | | | 48,954 | | | | (100 | ) |
Mini TOPIX Index Futures | | | Sep-22 | | | | 4 | | | | 56,491 | | | | (130 | ) |
MXN Currency Futures | | | Sep-22 | | | | 169 | | | | 4,179,370 | | | | (4,010 | ) |
Natural Gas Futures | | | Oct-22 | | | | 21 | | | | 1,916,670 | | | | (51,320 | ) |
Natural Gas Futures | | | Nov-22 | | | | 15 | | | | 1,378,350 | | | | 170,110 | |
Natural Gas Futures | | | Dec-22 | | | | 2 | | | | 186,520 | | | | (7,560 | ) |
Natural Gas Futures ICE | | | Oct-22 | | | | 5 | | | | 704,846 | | | | (46,330 | ) |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-22 | | | | 26 | | | | 5,262,696 | | | | (14,756 | ) |
Nikkei 225 (Singapore Exchange) | | | Sep-22 | | | | 39 | | | | 3,940,705 | | | | (116,340 | ) |
Nikkei/Yen Futures | | | Sep-22 | | | | 4 | | | | 401,008 | | | | 972 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-22 | | | | 13 | | | | 2,002,400 | | | | (35,662 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-22 | | | | 4 | | | | 606,312 | | | | 32,537 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Jan-23 | | | | 1 | | | | 146,307 | | | | 1,772 | |
OMX Stockholm 30 Index Futures | | | Sep-22 | | | | 82 | | | | 1,476,154 | | | | (102,414 | ) |
Orange Juice Futures | | | Nov-22 | | | | 1 | | | | 27,803 | | | | 3,075 | |
Palm Oil Futures | | | Dec-22 | | | | 1 | | | | 23,327 | | | | (363 | ) |
Rough Rice Futures | | | Nov-22 | | | | 1 | | | | 35,680 | | | | 470 | |
S&P 500 E-Mini Futures | | | Sep-22 | | | | 786 | | | | 155,490,449 | | | | 5,367,886 | |
S&P/TSX 60 IX Futures | | | Sep-22 | | | | 7 | | | | 1,241,862 | | | | (27,624 | ) |
SET50 Index Futures | | | Sep-22 | | | | 33 | | | | 179,089 | | | | 1,756 | |
SGX Nifty 50 | | | Sep-22 | | | | 48 | | | | 1,680,960 | | | | (5,827 | ) |
Soybean Futures | | | Nov-22 | | | | 14 | | | | 995,750 | | | | (3,700 | ) |
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, 2022
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Soybean Futures | | | Jan-23 | | | | 3 | | | $ | 214,163 | | | $ | 1,488 | |
Soybean Futures | | | Mar-23 | | | | 25 | | | | 1,787,500 | | | | 20,013 | |
Soybean Meal Futures | | | Dec-22 | | | | 11 | | | | 456,610 | | | | (1,650 | ) |
Soybean Meal Futures | | | Jan-23 | | | | 1 | | | | 40,990 | | | | (1,660 | ) |
Soybean Oil Futures | | | Dec-22 | | | | 8 | | | | 323,904 | | | | 3,234 | |
Soybean Oil Futures | | | Jan-23 | | | | 1 | | | | 39,936 | | | | (426 | ) |
SPI 200 Futures | | | Sep-22 | | | | 40 | | | | 4,726,812 | | | | (59,923 | ) |
STOXX Dividend Futures | | | Dec-23 | | | | 1 | | | | 11,155 | | | | (220 | ) |
Topix Index Futures | | | Sep-22 | | | | 37 | | | | 5,225,409 | | | | (1 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 4 | | | | 467,625 | | | | (1,000 | ) |
Wheat (Chicago Board of Trade) | | | Dec-22 | | | | 1 | | | | 41,575 | | | | (100 | ) |
Wheat (Chicago Board of Trade) | | | May-23 | | | | 1 | | | | 42,838 | | | | 25 | |
White Sugar ICE | | | Oct-22 | | | | 3 | | | | 82,620 | | | | (375 | ) |
White Sugar ICE | | | Dec-22 | | | | 2 | | | | 52,300 | | | | 90 | |
WTI Crude Futures | | | Oct-22 | | | | 9 | | | | 805,950 | | | | (39,770 | ) |
WTI Crude Futures | | | Nov-22 | | | | 2 | | | | 178,060 | | | | (7,880 | ) |
WTI Crude Futures | | | Dec-22 | | | | 8 | | | | 706,480 | | | | (15,960 | ) |
WTI Crude Futures | | | Jan-23 | | | | 1 | | | | 87,520 | | | | (3,050 | ) |
WTI Crude Futures IPE | | | Oct-22 | | | | 1 | | | | 89,550 | | | | (4,950 | ) |
| | | | | | | | | | | | | | $ | (3,433,119 | ) |
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-22 | | | | 28 | | | $ | (3,013,540 | ) | | $ | (3,801 | ) |
1-Month SOFR Future | | | Jan-23 | | | | 2 | | | | (802,731 | ) | | | 1,667 | |
3-Month Euro Euribor | | | Mar-23 | | | | 4 | | | | (982,041 | ) | | | 8,165 | |
3-Month Euro Euribor | | | Jun-23 | | | | 29 | | | | (7,105,957 | ) | | | 31,556 | |
3-Month Euro Euribor | | | Sep-23 | | | | 10 | | | | (2,449,702 | ) | | | 17,737 | |
3-Month Euro Euribor | | | Dec-23 | | | | 8 | | | | (1,960,666 | ) | | | 16,192 | |
3-Month Euro Euribor | | | Mar-24 | | | | 8 | | | | (1,962,174 | ) | | | 14,270 | |
3-Month Euro Euribor | | | Jun-24 | | | | 21 | | | | (5,154,926 | ) | | | 20,212 | |
3-Month Euro Euribor | | | Sep-24 | | | | 9 | | | | (2,210,837 | ) | | | 11,632 | |
3-Month Euro Euribor | | | Dec-24 | | | | 9 | | | | (2,211,854 | ) | | | 10,753 | |
3-Month Euro Euribor | | | Jun-25 | | | | 17 | | | | (4,177,947 | ) | | | 7,449 | |
3-Month SOFR Futures | | | Dec-22 | | | | 8 | | | | (1,925,100 | ) | | | 8,725 | |
3-Month SOFR Futures | | | Mar-23 | | | | 42 | | | | (10,093,650 | ) | | | 21,263 | |
3-Month SOFR Futures | | | Jun-23 | | | | 123 | | | | (29,573,812 | ) | | | 50,388 | |
3-Month SOFR Futures | | | Sep-23 | | | | 11 | | | | (2,649,213 | ) | | | 10,150 | |
3-Month SOFR Futures | | | Dec-23 | | | | 124 | | | | (29,922,749 | ) | | | 31,750 | |
3-Month SOFR Futures | | | Mar-24 | | | | 39 | | | | (9,430,200 | ) | | | 20,250 | |
3-Month SOFR Futures | | | Jun-24 | | | | 6 | | | | (1,453,125 | ) | | | 4,913 | |
3-Month SOFR Futures | | | Sep-24 | | | | 7 | | | | (1,697,063 | ) | | | 5,175 | |
3-Month SOFR Futures | | | Dec-24 | | | | 5 | | | | (1,213,063 | ) | | | 4,900 | |
3-Month SOFR Futures | | | Mar-25 | | | | 21 | | | | (5,098,013 | ) | | | 6,563 | |
3-Month SONIA Index Futures | | | Dec-22 | | | | 19 | | | | (5,314,166 | ) | | | 34,023 | |
3-Month SONIA Index Futures | | | Mar-23 | | | | 131 | | | | (36,424,820 | ) | | | 454,368 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month SONIA Index Futures | | | Jun-23 | | | | 22 | | | $ | (6,109,159 | ) | | $ | 49,663 | |
3-Month SONIA Index Futures | | | Sep-23 | | | | 8 | | | | (2,222,442 | ) | | | 24,367 | |
3-Month SONIA Index Futures | | | Dec-23 | | | | 38 | | | | (10,573,152 | ) | | | 89,291 | |
3-Month SONIA Index Futures | | | Mar-24 | | | | 27 | | | | (7,527,402 | ) | | | 70,108 | |
3-Month SONIA Index Futures | | | Jun-24 | | | | 7 | | | | (1,955,513 | ) | | | 16,685 | |
3-Month SONIA Index Futures | | | Sep-24 | | | | 6 | | | | (1,679,552 | ) | | | 12,822 | |
3-Month SONIA Index Futures | | | Dec-24 | | | | 5 | | | | (1,402,023 | ) | | | 10,034 | |
3-Month SONIA Index Futures | | | Mar-25 | | | | 22 | | | | (6,177,844 | ) | | | 32,702 | |
90-DAY Bank Bill | | | Mar-23 | | | | 37 | | | | (25,081,690 | ) | | | (1,504 | ) |
90-DAY Bank Bill | | | Jun-23 | | | | 5 | | | | (3,388,011 | ) | | | 2,285 | |
90-DAY Bank Bill | | | Sep-23 | | | | 5 | | | | (3,388,176 | ) | | | 1,838 | |
90-DAY Bank Bill | | | Dec-23 | | | | 3 | | | | (2,033,204 | ) | | | 1,574 | |
90-DAY Bank Bill | | | Mar-24 | | | | 2 | | | | (1,355,701 | ) | | | 249 | |
90-DAY Bank Bill | | | Jun-24 | | | | 2 | | | | (1,355,833 | ) | | | (231 | ) |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 8 | | | | (1,918,700 | ) | | | 17,075 | |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 8 | | | | (1,917,400 | ) | | | 26,063 | |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 164 | | | | (39,321,049 | ) | | | 151,238 | |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 1 | | | | (240,188 | ) | | | (100 | ) |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 5 | | | | (1,207,688 | ) | | | 5,150 | |
90-DAY Eurodollar Futures | | | Jun-25 | | | | 2 | | | | (484,425 | ) | | | 2,988 | |
90-DAY Eurodollar Futures | | | Jun-26 | | | | 1 | | | | (242,363 | ) | | | 288 | |
90-DAY Eurodollar Futures | | | Sep-26 | | | | 1 | | | | (242,375 | ) | | | 313 | |
AUD/USD Currency Futures | | | Sep-22 | | | | 94 | | | | (6,436,650 | ) | | | 180,670 | |
Australian 10-Year Bond Futures | | | Sep-22 | | | | 155 | | | | (12,722,761 | ) | | | 21,685 | |
Australian 3-Year Bond Futures | | | Sep-22 | | | | 142 | | | | (10,465,643 | ) | | | 12,067 | |
Bank Acceptance Futures | | | Mar-23 | | | | 14 | | | | (2,552,880 | ) | | | 5,282 | |
Bank Acceptance Futures | | | Jun-23 | | | | 8 | | | | (1,458,712 | ) | | | 5,606 | |
Bank Acceptance Futures | | | Sep-23 | | | | 6 | | | | (1,094,377 | ) | | | 5,016 | |
Bank Acceptance Futures | | | Dec-23 | | | | 5 | | | | (912,552 | ) | | | 4,635 | |
Bank Acceptance Futures | | | Mar-24 | | | | 4 | | | | (730,765 | ) | | | 3,997 | |
Bank Acceptance Futures | | | Jun-24 | | | | 3 | | | | (548,616 | ) | | | 2,484 | |
CAC40 10 Euro Futures | | | Sep-22 | | | | 7 | | | | (430,804 | ) | | | 4,065 | |
CAD Currency Futures | | | Sep-22 | | | | 130 | | | | (9,904,700 | ) | | | 164,380 | |
Canada 5-Year Bond Futures | | | Dec-22 | | | | 1 | | | | (85,864 | ) | | | 137 | |
Canadian 10-Year Bond Futures | | | Dec-22 | | | | 73 | | | | (6,925,092 | ) | | | 29,276 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-22 | | | | 1 | | | | (12,722 | ) | | | 59 | |
CHF Currency Futures | | | Sep-22 | | | | 2 | | | | (256,425 | ) | | | 381 | |
Cocoa Futures | | | Dec-22 | | | | 11 | | | | (265,430 | ) | | | (5,330 | ) |
Cocoa Futures | | | Mar-23 | | | | 5 | | | | (119,800 | ) | | | 920 | |
Cocoa Futures ICE | | | Dec-22 | | | | 1 | | | | (21,817 | ) | | | (1,173 | ) |
Copper Futures | | | Dec-22 | | | | 29 | | | | (2,550,913 | ) | | | 66,588 | |
Corn Futures | | | Dec-22 | | | | 27 | | | | (905,175 | ) | | | (88,513 | ) |
DAX Index Futures | | | Sep-22 | | | | 23 | | | | (7,423,624 | ) | | | 191,355 | |
DAX-Mini Futures | | | Sep-22 | | | | 1 | | | | (64,553 | ) | | | 578 | |
DJIA Mini E-CBOT | | | Sep-22 | | | | 18 | | | | (2,837,880 | ) | | | 42,815 | |
E-Mini Consumer Staples Select Futures | | | Sep-22 | | | | 2 | | | | (147,020 | ) | | | 1,530 | |
E-Mini Health Care Select Futures | | | Sep-22 | | | | 1 | | | | (125,890 | ) | | | 5,190 | |
E-Mini Industrial Select Futures | | | Sep-22 | | | | 1 | | | | (93,430 | ) | | | 4,310 | |
E-Mini Materials Select Futures | | | Sep-22 | | | | 1 | | | | (79,710 | ) | | | 580 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
EUR Foreign Exchange Currency Futures | | | Sep-22 | | | | 238 | | | $ | (29,916,599 | ) | | $ | 874,423 | |
Euro BUXL 30-Year Bond Futures | | | Sep-22 | | | | 10 | | | | (1,654,155 | ) | | | 80,095 | |
Euro STOXX 50 | | | Sep-22 | | | | 29 | | | | (1,025,858 | ) | | | 8,060 | |
Euro-Bobl Futures | | | Sep-22 | | | | 110 | | | | (13,605,877 | ) | | | 202,970 | |
Euro-BTP Futures | | | Sep-22 | | | | 28 | | | | (3,362,859 | ) | | | 96,767 | |
Euro-Bund Futures | | | Sep-22 | | | | 73 | | | | (10,855,327 | ) | | | 250,816 | |
Euro-Oat Futures | | | Sep-22 | | | | 29 | | | | (4,022,410 | ) | | | 84,014 | |
European Climate Exchange Futures | | | Dec-23 | | | | 1 | | | | (83,111 | ) | | | (211 | ) |
Euro-Schatz Futures | | | Sep-22 | | | | 112 | | | | (12,224,587 | ) | | | 78,050 | |
FTSE 100 Index Futures | | | Sep-22 | | | | 81 | | | | (6,857,350 | ) | | | 46,503 | |
FTSE China A50 Index | | | Sep-22 | | | | 57 | | | | (770,754 | ) | | | (4,011 | ) |
FTSE KLCI Futures | | | Sep-22 | | | | 1 | | | | (16,629 | ) | | | (89 | ) |
FTSE Taiwan Index | | | Sep-22 | | | | 2 | | | | (104,560 | ) | | | 920 | |
FTSE/JSE TOP 40 | | | Sep-22 | | | | 2 | | | | (1,218,757 | ) | | | 223 | |
FTSE/MIB Index Futures | | | Sep-22 | | | | 5 | | | | (541,871 | ) | | | 1,005 | |
Gasoline RBOB Futures | | | Oct-22 | | | | 1 | | | | (102,094 | ) | | | 5,275 | |
GBP Currency Futures | | | Sep-22 | | | | 145 | | | | (10,528,813 | ) | | | 371,943 | |
Gold 100 Oz Futures | | | Dec-22 | | | | 58 | | | | (10,011,960 | ) | | | 138,160 | |
Gold 100 Oz Futures | | | Feb-23 | | | | 1 | | | | (173,890 | ) | | | 790 | |
Hang Seng China Enterprises Index Futures | | | Sep-22 | | | | 25 | | | | (1,085,849 | ) | | | 5,772 | |
Hang Seng Index Futures | | | Sep-22 | | | | 61 | | | | (7,703,594 | ) | | | 49,808 | |
IBEX 35 Index Futures | | | Sep-22 | | | | 1 | | | | (79,296 | ) | | | 2,005 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-22 | | | | 5 | | | | (5,381,681 | ) | | | (18,067 | ) |
JPY Currency Futures | | | Sep-22 | | | | 223 | | | | (20,120,175 | ) | | | 479,473 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-22 | | | | 2 | | | | (91,250 | ) | | | (5,988 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Mar-23 | | | | 1 | | | | (45,563 | ) | | | (1,200 | ) |
Lean Hogs Futures | | | Oct-22 | | | | 4 | | | | (146,440 | ) | | | (1,410 | ) |
Lean Hogs Futures | | | Dec-22 | | | | 2 | | | | (67,100 | ) | | | (500 | ) |
Lean Hogs Futures | | | Feb-23 | | | | 1 | | | | (35,120 | ) | | | (1 | ) |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,141 | ) | | | 6,171 | |
LME Aluminum Forward | | | Sep-22 | | | | 1 | | | | (59,131 | ) | | | 6,219 | |
LME Aluminum Forward | | | Sep-22 | | | | 414 | | | | (24,475,162 | ) | | | 2,293,578 | |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | (118,350 | ) | | | 3,491 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | (59,175 | ) | | | (185 | ) |
LME Aluminum Forward | | | Oct-22 | | | | 2 | | | | (118,350 | ) | | | 75 | |
LME Aluminum Forward | | | Oct-22 | | | | 1 | | | | (59,175 | ) | | | 1,813 | |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | (58,867 | ) | | | 3,358 | |
LME Aluminum Forward | | | Nov-22 | | | | 1 | | | | (58,956 | ) | | | 1,819 | |
LME Aluminum Forward | | | Dec-22 | | | | 337 | | | | (19,899,850 | ) | | | 491,079 | |
LME Copper Forward | | | Sep-22 | | | | 181 | | | | (35,509,937 | ) | | | 1,877,224 | |
LME Copper Forward | | | Sep-22 | | | | 1 | | | | (195,988 | ) | | | (4,283 | ) |
LME Copper Forward | | | Oct-22 | | | | 2 | | | | (391,125 | ) | | | (12,067 | ) |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | (195,267 | ) | | | 5,752 | |
LME Copper Forward | | | Nov-22 | | | | 1 | | | | (195,056 | ) | | | 8,556 | |
LME Copper Forward | | | Dec-22 | | | | 101 | | | | (19,681,113 | ) | | | 640,545 | |
LME Lead Forward | | | Sep-22 | | | | 10 | | | | (488,563 | ) | | | 29,030 | |
LME Lead Forward | | | Sep-22 | | | | 1 | | | | (48,769 | ) | | | 481 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,793 | ) | | | 608 | |
LME Lead Forward | | | Oct-22 | | | | 1 | | | | (48,824 | ) | | | 1,653 | |
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, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Lead Forward | | | Oct-22 | | | | 2 | | | $ | (97,575 | ) | | $ | 3,050 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,731 | ) | | | 1,356 | |
LME Lead Forward | | | Nov-22 | | | | 1 | | | | (48,750 | ) | | | 775 | |
LME Lead Forward | | | Dec-22 | | | | 12 | | | | (585,000 | ) | | | 40,526 | |
LME Nickel Forward | | | Sep-22 | | | | 1 | | | | (128,022 | ) | | | 25,106 | |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,178 | ) | | | (4,264 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,181 | ) | | | (5,931 | ) |
LME Nickel Forward | | | Oct-22 | | | | 1 | | | | (128,253 | ) | | | 5,787 | |
LME Nickel Forward | | | Nov-22 | | | | 2 | | | | (256,719 | ) | | | 4,071 | |
LME Zinc Forward | | | Sep-22 | | | | 15 | | | | (1,323,188 | ) | | | (21,407 | ) |
LME Zinc Forward | | | Dec-22 | | | | 1 | | | | (86,050 | ) | | | 1,121 | |
Long Gilt Futures | | | Dec-22 | | | | 125 | | | | (15,672,739 | ) | | | 277,006 | |
Lumber Futures | | | Nov-22 | | | | 2 | | | | (106,392 | ) | | | 374 | |
Micro E-mini Dow Jones Index Futures | | | Sep-22 | | | | 1 | | | | (15,766 | ) | | | 322 | |
Micro EUR/USD Futures | | | Sep-22 | | | | 2 | | | | (25,140 | ) | | | 468 | |
Milk Futures | | | Sep-22 | | | | 1 | | | | (39,260 | ) | | | 360 | |
Mill Wheat Euro | | | Dec-22 | | | | 1 | | | | (16,305 | ) | | | (930 | ) |
Mini H-Shares Index Futures | | | Sep-22 | | | | 1 | | | | (8,687 | ) | | | 13 | |
Mini HSI Index Futures | | | Sep-22 | | | | 12 | | | | (303,092 | ) | | | 928 | |
MSCI EAFE Index Futures | | | Sep-22 | | | | 7 | | | | (639,485 | ) | | | 13,285 | |
MSCI Emerging Markets Index Futures | | | Sep-22 | | | | 13 | | | | (638,235 | ) | | | 3,420 | |
MSCI Singapore Exchange ETS | | | Sep-22 | | | | 7 | | | | (144,613 | ) | | | 2,623 | |
Nasdaq 100 E-Mini | | | Sep-22 | | | | 15 | | | | (3,685,575 | ) | | | (54,550 | ) |
Nikkei 225 (Singapore Exchange) | | | Sep-22 | | | | 15 | | | | (1,515,656 | ) | | | 3,401 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-22 | | | | 6 | | | | (924,185 | ) | | | 36,284 | |
NZD Currency Futures | | | Sep-22 | | | | 31 | | | | (1,897,975 | ) | | | 74,970 | |
OAT Futures | | | Dec-22 | | | | 1 | | | | (19,788 | ) | | | 338 | |
OMX Stockholm 30 Index Futures | | | Sep-22 | | | | 34 | | | | (612,064 | ) | | | 25,714 | |
Platinum Futures | | | Oct-22 | | | | 5 | | | | (206,750 | ) | | | 8,210 | |
Rapeseed Euro | | | Nov-22 | | | | 1 | | | | (30,978 | ) | | | 1,683 | |
Rapeseed Euro | | | Feb-23 | | | | 1 | | | | (31,317 | ) | | | 2,123 | |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-22 | | | | 1 | | | | (46,475 | ) | | | (550 | ) |
Russell 2000 E-Mini | | | Sep-22 | | | | 2 | | | | (184,460 | ) | | | (12,770 | ) |
S&P 500 E-Mini Futures | | | Sep-22 | | | | 21 | | | | (4,154,325 | ) | | | 22,168 | |
S&P Mid 400 E-Mini | | | Sep-22 | | | | 1 | | | | (243,030 | ) | | | 1,540 | |
S&P/TSX 60 IX Futures | | | Sep-22 | | | | 1 | | | | (177,409 | ) | | | 3,624 | |
SGX Iron Ore 62% Futures | | | Oct-22 | | | | 14 | | | | (140,854 | ) | | | 616 | |
Short BTP Future | | | Sep-22 | | | | 34 | | | | (3,687,459 | ) | | | 13,085 | |
Silver Futures | | | Dec-22 | | | | 104 | | | | (9,298,640 | ) | | | 338,664 | |
Silver Futures | | | Mar-23 | | | | 1 | | | | (90,180 | ) | | | 7,190 | |
STOXX Europe 600 Index | | | Sep-22 | | | | 5 | | | | (104,314 | ) | | | 1,357 | |
Sugar No. 11 (World) | | | Oct-22 | | | | 268 | | | | (5,369,862 | ) | | | 30,653 | |
Sugar No. 11 (World) | | | Mar-23 | | | | 55 | | | | (1,094,632 | ) | | | 5,029 | |
Sugar No. 11 (World) | | | May-23 | | | | 1 | | | | (19,320 | ) | | | (302 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 168 | | | | (19,640,250 | ) | | | 87,672 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 152 | | | | (31,665,874 | ) | | | 24,906 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-22 | | | | 220 | | | | (24,380,468 | ) | | | 62,016 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 63 | | | | (8,558,156 | ) | | | 49,383 | |
U.S. Treasury Ultra 10-Year Notes | | | Dec-22 | | | | 13 | | | | (1,627,438 | ) | | | 11,078 | |
The accompanying notes are an integral part of the consolidated financial statements.
18
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 12 | | | $ | (1,794,000 | ) | | $ | (1,500 | ) |
Wheat (Chicago Board of Trade) | | | Dec-22 | | | | 66 | | | | (2,743,950 | ) | | | (32,475 | ) |
Wheat (Chicago Board of Trade) | | | Mar-23 | | | | 3 | | | | (127,163 | ) | | | (6,075 | ) |
WTI Crude Futures | | | Oct-22 | | | | 10 | | | | (895,500 | ) | | | (31,944 | ) |
| | | | | | | | | | | | | | $ | 11,079,897 | |
Total Futures Contracts | | | | | | | | | | | | | | $ | 7,646,778 | |
The accompanying notes are an integral part of the consolidated financial statements.
19
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Forward foreign currency contracts outstanding as of August 31, 2022 were as follows:
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 3,735,555 | | | | | | USD | | | 2,565,025 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | $ | (8,930 | ) |
AUD | | | 2,688,720 | | | | | | USD | | | 1,840,698 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (887 | ) |
AUD | | | 4,366,289 | | | | | | EUR | | | 3,000,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (29,538 | ) |
AUD | | | 4,342,284 | | | | | | GBP | | | 2,500,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 66,830 | |
AUD | | | 2,800,000 | | | | | | JPY | | | 262,516,072 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 24,527 | |
AUD | | | 8,000,000 | | | | | | NZD | | | 8,837,009 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 68,681 | |
AUD | | | 800,000 | | | | | | USD | | | 563,974 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (16,386 | ) |
BRL | | | 10,612,146 | | | | | | USD | | | 2,050,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (20,776 | ) |
CAD | | | 400,000 | | | | | | JPY | | | 42,594,856 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (2,061 | ) |
CAD | | | 3,176,097 | | | | | | USD | | | 2,420,232 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (1,922 | ) |
CAD | | | 4,846,856 | | | | | | AUD | | | 5,400,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (5,739 | ) |
CAD | | | 3,774,392 | | | | | | EUR | | | 2,875,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (18,553 | ) |
CAD | | | 3,000,000 | | | | | | JPY | | | 313,939,460 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 21,598 | |
CAD | | | 769,101 | | | | | | USD | | | 600,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (14,490 | ) |
CHF | | | 405,187 | | | | | | USD | | | 416,121 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (1,578 | ) |
CHF | | | 2,834,419 | | | | | | USD | | | 2,898,772 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 1,308 | |
CHF | | | 3,143,433 | | | | | | EUR | | | 3,250,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (49,755 | ) |
CHF | | | 429,218 | | | | | | GBP | | | 375,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 3,857 | |
CHF | | | 1,500,000 | | | | | | JPY | | | 212,651,775 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 3,874 | |
CHF | | | 8,674,430 | | | | | | EUR | | | 8,900,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (67,497 | ) |
CHF | | | 848,541 | | | | | | USD | | | 900,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (30,448 | ) |
CLP | | | 90,601,746 | | | | | | USD | | | 100,000 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 968 | |
CLP | | | 90,662,246 | | | | | | USD | | | 100,000 | | | | | | | | Sep 08 2022 | | | | SOCIETE GENERALE | | | | 996 | |
CLP | | | 91,180,856 | | | | | | USD | | | 100,000 | | | | | | | | Sep 12 2022 | | | | SOCIETE GENERALE | | | | 1,499 | |
CLP | | | 360,251,563 | | | | | | USD | | | 400,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 346 | |
CLP | | | 89,248,856 | | | | | | USD | | | 100,000 | | | | | | | | Oct 03 2022 | | | | SOCIETE GENERALE | | | | (1,044 | ) |
CNH | | | 2,050,550 | | | | | | USD | | | 300,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (3,089 | ) |
COP | | | 218,999,075 | | | | | | USD | | | 50,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (714 | ) |
CZK | | | 35,922,508 | | | | | | EUR | | | 1,450,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 9,797 | |
EUR | | | 14,951,008 | | | | | | USD | | | 14,979,415 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 46,637 | |
EUR | | | 12,895,134 | | | | | | GBP | | | 11,076,851 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 92,287 | |
EUR | | | 2,055,874 | | | | | | USD | | | 2,065,125 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 1,201 | |
EUR | | | 200,000 | | | | | | GBP | | | 169,947 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 3,708 | |
EUR | | | 300,000 | | | | | | HUF | | | 123,075,420 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (5,875 | ) |
EUR | | | 1,400,000 | | | | | | JPY | | | 191,917,516 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 25,287 | |
EUR | | | 200,000 | | | | | | PLN | | | 949,888 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (433 | ) |
EUR | | | 3,125,000 | | | | | | SEK | | | 33,005,109 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 45,175 | |
EUR | | | 3,700,000 | | | | | | CHF | | | 3,565,020 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 70,285 | |
EUR | | | 500,000 | | | | | | CZK | | | 12,386,558 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (3,357 | ) |
EUR | | | 3,000,000 | | | | | | GBP | | | 2,555,245 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 49,480 | |
EUR | | | 1,000,000 | | | | | | HUF | | | 407,337,238 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (10,308 | ) |
EUR | | | 3,050,000 | | | | | | JPY | | | 417,207,291 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 61,282 | |
EUR | | | 800,000 | | | | | | NOK | | | 7,804,447 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 19,462 | |
EUR | | | 2,250,000 | | | | | | PLN | | | 10,782,819 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (21,916 | ) |
EUR | | | 2,000,000 | | | | | | SEK | | | 21,254,320 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 16,822 | |
EUR | | | 1,300,000 | | | | | | USD | | | 1,309,027 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (742 | ) |
GBP | | | 5,214,953 | | | | | | USD | | | 6,105,929 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (47,626 | ) |
GBP | | | 86,141 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (435 | ) |
GBP | | | 11,076,851 | | | | | | USD | | | 12,885,942 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (17,532 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
20
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
GBP | | | 2,022,949 | | | | | | EUR | | | 2,400,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | $ | (63,570 | ) |
GBP | | | 1,500,000 | | | | | | JPY | | | 243,459,700 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (11,447 | ) |
GBP | | | 3,672,298 | | | | | | EUR | | | 4,350,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (109,872 | ) |
GBP | | | 900,000 | | | | | | USD | | | 1,065,125 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (19,168 | ) |
HUF | | | 161,192,358 | | | | | | EUR | | | 400,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (226 | ) |
IDR | | | 743,406,376 | | | | | | USD | | | 50,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 49 | |
ILS | | | 3,246,256 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (24,675 | ) |
ILS | | | 2,281,709 | | | | | | USD | | | 700,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (14,281 | ) |
INR | | | 508,437,440 | | | | | | USD | | | 6,427,364 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (29,706 | ) |
INR | | | 606,001,474 | | | | | | USD | | | 7,600,000 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 22,563 | |
INR | | | 607,289,400 | | | | | | USD | | | 7,600,000 | | | | | | | | Sep 12 2022 | | | | SOCIETE GENERALE | | | | 34,633 | |
INR | | | 48,042,600 | | | | | | USD | | | 600,000 | | | | | | | | Sep 19 2022 | | | | SOCIETE GENERALE | | | | 3,594 | |
INR | | | 19,983,550 | | | | | | USD | | | 250,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 1,023 | |
INR | | | 608,457,459 | | | | | | USD | | | 7,600,000 | | | | | | | | Sep 23 2022 | | | | SOCIETE GENERALE | | | | 41,736 | |
INR | | | 48,071,700 | | | | | | USD | | | 600,000 | | | | | | | | Sep 26 2022 | | | | SOCIETE GENERALE | | | | 3,579 | |
INR | | | 607,392,167 | | | | | | USD | | | 7,600,000 | | | | | | | | Sep 29 2022 | | | | SOCIETE GENERALE | | | | 24,236 | |
INR | | | 250,395,620 | | | | | | USD | | | 3,138,764 | | | | | | | | Oct 03 2022 | | | | SOCIETE GENERALE | | | | 3,223 | |
JPY | | | 42,363,400 | | | | | | CAD | | | 400,000 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 394 | |
JPY | | | 48,695,720 | | | | | | EUR | | | 350,703 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (1,921 | ) |
JPY | | | 475,388,516 | | | | | | USD | | | 3,426,222 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (4,079 | ) |
JPY | | | 42,262,800 | | | | | | CAD | | | 400,000 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (308 | ) |
JPY | | | 814,829,530 | | | | | | USD | | | 5,868,838 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (2,785 | ) |
JPY | | | 56,641,560 | | | | | | AUD | | | 600,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (2,459 | ) |
JPY | | | 40,391,705 | | | | | | GBP | | | 250,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 575 | |
JPY | | | 170,689,414 | | | | | | EUR | | | 1,250,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (27,258 | ) |
JPY | | | 108,624,717 | | | | | | USD | | | 800,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (16,792 | ) |
KRW | | | 2,812,557,060 | | | | | | USD | | | 2,100,000 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 2,943 | |
KRW | | | 3,090,073,588 | | | | | | USD | | | 2,300,000 | | | | | | | | Sep 19 2022 | | | | SOCIETE GENERALE | | | | 10,942 | |
KRW | | | 732,861,926 | | | | | | USD | | | 550,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (1,903 | ) |
MXN | | | 39,000,000 | | | | | | USD | | | 1,936,194 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (5,957 | ) |
MXN | | | 86,301,087 | | | | | | USD | | | 4,250,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 16,227 | |
NOK | | | 23,451,296 | | | | | | EUR | | | 2,375,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (28,698 | ) |
NOK | | | 25,500,000 | | | | | | SEK | | | 27,265,263 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 7,061 | |
NOK | | | 39,204,562 | | | | | | EUR | | | 3,950,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (28,636 | ) |
NZD | | | 1,800,000 | | | | | | JPY | | | 152,914,824 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (716 | ) |
NZD | | | 1,200,000 | | | | | | USD | | | 760,135 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (25,949 | ) |
PEN | | | 193,214 | | | | | | USD | | | 50,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 108 | |
PHP | | | 2,811,787 | | | | | | USD | | | 50,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 49 | |
PLN | | | 19,932,262 | | | | | | EUR | | | 4,200,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (577 | ) |
SEK | | | 7,274,738 | | | | | | EUR | | | 700,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (21,314 | ) |
SGD | | | 412,038 | | | | | | USD | | | 300,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (5,125 | ) |
THB | | | 7,055,033 | | | | | | USD | | | 200,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (6,282 | ) |
TRY | | | 12,791,452 | | | | | | USD | | | 700,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (4,334 | ) |
TWD | | | 26,907,522 | | | | | | USD | | | 900,000 | | | | | | | | Sep 08 2022 | | | | SOCIETE GENERALE | | | | (15,560 | ) |
TWD | | | 9,019,019 | | | | | | USD | | | 300,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (3,389 | ) |
USD | | | 2,579,812 | | | | | | AUD | | | 3,735,555 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 23,717 | |
USD | | | 2,425,233 | | | | | | CAD | | | 3,176,097 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 6,922 | |
USD | | | 418,480 | | | | | | CHF | | | 405,187 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 3,937 | |
USD | | | 14,602,729 | | | | | | EUR | | | 14,600,305 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | (70,860 | ) |
USD | | | 6,078,549 | | | | | | GBP | | | 5,214,953 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | | 20,246 | |
The accompanying notes are an integral part of the consolidated financial statements.
21
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 3,776,500 | | | | | | JPY | | | 523,852,780 | | | | | | | | Sep 01 2022 | | | | SOCIETE GENERALE | | | $ | 5,482 | |
USD | | | 1,843,686 | | | | | | AUD | | | 2,688,720 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 3,876 | |
USD | | | 2,037,879 | | | | | | CAD | | | 2,674,727 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 1,322 | |
USD | | | 2,913,259 | | | | | | CHF | | | 2,834,419 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 13,179 | |
USD | | | 14,980,405 | | | | | | EUR | | | 14,951,008 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | (46,619 | ) |
USD | | | 6,400,000 | | | | | | INR | | | 508,437,440 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 2,342 | |
USD | | | 5,877,073 | | | | | | JPY | | | 814,829,530 | | | | | | | | Sep 02 2022 | | | | SOCIETE GENERALE | | | | 11,020 | |
USD | | | 1,840,817 | | | | | | AUD | | | 2,688,720 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 910 | |
USD | | | 2,899,602 | | | | | | CHF | | | 2,834,419 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | (1,313 | ) |
USD | | | 100,000 | | | | | | CLP | | | 91,319,000 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | (1,767 | ) |
USD | | | 2,065,660 | | | | | | EUR | | | 2,055,874 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | (1,201 | ) |
USD | | | 6,659,323 | | | | | | GBP | | | 5,734,450 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | (3,097 | ) |
USD | | | 7,600,000 | | | | | | INR | | | 601,752,200 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 30,886 | |
USD | | | 5,870,414 | | | | | | JPY | | | 814,829,530 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 2,748 | |
USD | | | 2,100,000 | | | | | | KRW | | | 2,755,158,000 | | | | | | | | Sep 06 2022 | | | | SOCIETE GENERALE | | | | 39,974 | |
USD | | | 100,000 | | | | | | CLP | | | 90,653,470 | | | | | | | | Sep 08 2022 | | | | SOCIETE GENERALE | | | | (987 | ) |
USD | | | 900,000 | | | | | | TWD | | | 26,977,254 | | | | | | | | Sep 08 2022 | | | | SOCIETE GENERALE | | | | 13,268 | |
USD | | | 100,000 | | | | | | CLP | | | 90,741,430 | | | | | | | | Sep 12 2022 | | | | SOCIETE GENERALE | | | | (1,009 | ) |
USD | | | 7,600,000 | | | | | | INR | | | 606,443,626 | | | | | | | | Sep 12 2022 | | | | SOCIETE GENERALE | | | | (24,000 | ) |
USD | | | 1,742,543 | | | | | | AUD | | | 2,500,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 31,512 | |
USD | | | 2,865,756 | | | | | | CAD | | | 3,700,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 48,813 | |
USD | | | 1,317,398 | | | | | | CHF | | | 1,250,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 37,104 | |
USD | | | 3,700,000 | | | | | | CNH | | | 25,197,343 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 51,725 | |
USD | | | 2,165,951 | | | | | | EUR | | | 2,125,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 28,286 | |
USD | | | 1,890,898 | | | | | | GBP | | | 1,562,500 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 75,222 | |
USD | | | 500,000 | | | | | | HUF | | | 205,462,870 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (13,614 | ) |
USD | | | 1,300,000 | | | | | | ILS | | | 4,225,628 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 30,426 | |
USD | | | 1,856,649 | | | | | | JPY | | | 250,000,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 55,019 | |
USD | | | 2,000,000 | | | | | | NOK | | | 19,367,688 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 50,573 | |
USD | | | 1,640,209 | | | | | | NZD | | | 2,600,000 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 49,490 | |
USD | | | 1,800,000 | | | | | | PLN | | | 8,406,243 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 15,675 | |
USD | | | 2,200,000 | | | | | | SEK | | | 22,882,525 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 51,838 | |
USD | | | 6,000,000 | | | | | | SGD | | | 8,267,651 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 83,437 | |
USD | | | 2,300,000 | | | | | | TRY | | | 43,837,492 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | (84,112 | ) |
USD | | | 900,000 | | | | | | TWD | | | 26,898,570 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 15,598 | |
USD | | | 1,400,000 | | | | | | ZAR | | | 23,212,140 | | | | | | | | Sep 15 2022 | | | | SOCIETE GENERALE | | | | 46,673 | |
USD | | | 600,000 | | | | | | INR | | | 47,983,877 | | | | | | | | Sep 19 2022 | | | | SOCIETE GENERALE | | | | (2,856 | ) |
USD | | | 2,300,000 | | | | | | KRW | | | 3,072,992,665 | | | | | | | | Sep 19 2022 | | | | SOCIETE GENERALE | | | | 1,832 | |
USD | | | 100,000 | | | | | | CLP | | | 90,585,144 | | | | | | | | Sep 20 2022 | | | | SOCIETE GENERALE | | | | (686 | ) |
USD | | | 1,736,946 | | | | | | AUD | | | 2,500,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 25,734 | |
USD | | | 600,000 | | | | | | BRL | | | 3,097,562 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 7,693 | |
USD | | | 2,200,000 | | | | | | CAD | | | 2,847,760 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 32,027 | |
USD | | | 4,800,000 | | | | | | CHF | | | 4,578,912 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 107,707 | |
USD | | | 850,000 | | | | | | CLP | | | 784,802,277 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (22,147 | ) |
USD | | | 3,100,000 | | | | | | CNH | | | 20,918,287 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 71,115 | |
USD | | | 300,000 | | | | | | COP | | | 1,320,289,829 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 2,866 | |
USD | | | 3,578,785 | | | | | | EUR | | | 3,500,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 56,479 | |
USD | | | 3,988,737 | | | | | | GBP | | | 3,300,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 153,563 | |
USD | | | 150,000 | | | | | | IDR | | | 2,237,307,249 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (625 | ) |
USD | | | 1,200,000 | | | | | | ILS | | | 3,977,021 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 4,791 | |
The accompanying notes are an integral part of the consolidated financial statements.
22
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2022
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 1,200,000 | | | | | | INR | | | 96,059,320 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | $ | (6,645 | ) |
USD | | | 4,200,000 | | | | | | JPY | | | 564,596,790 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 129,135 | |
USD | | | 3,000,000 | | | | | | KRW | | | 3,920,392,947 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 67,996 | |
USD | | | 1,600,000 | | | | | | MXN | | | 32,186,481 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 8,887 | |
USD | | | 3,012,700 | | | | | | NZD | | | 4,800,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 75,954 | |
USD | | | 50,000 | | | | | | PEN | | | 193,505 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (184 | ) |
USD | | | 100,000 | | | | | | PHP | | | 5,574,931 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 767 | |
USD | | | 1,800,000 | | | | | | SGD | | | 2,489,822 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 18,158 | |
USD | | | 750,000 | | | | | | THB | | | 26,755,328 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 15,350 | |
USD | | | 1,200,000 | | | | | | TWD | | | 35,973,303 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 16,934 | |
USD | | | 1,450,000 | | | | | | ZAR | | | 24,368,399 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | 30,108 | |
USD | | | 7,600,000 | | | | | | INR | | | 607,973,400 | | | | | | | | Sep 23 2022 | | | | SOCIETE GENERALE | | | | (35,657 | ) |
USD | | | 100,000 | | | | | | CLP | | | 95,336,144 | | | | | | | | Sep 26 2022 | | | | SOCIETE GENERALE | | | | (5,848 | ) |
USD | | | 600,000 | | | | | | INR | | | 48,077,400 | | | | | | | | Sep 26 2022 | | | | SOCIETE GENERALE | | | | (3,650 | ) |
USD | | | 7,600,000 | | | | | | INR | | | 608,765,928 | | | | | | | | Sep 29 2022 | | | | SOCIETE GENERALE | | | | (41,480 | ) |
USD | | | 600,000 | | | | | | INR | | | 48,088,200 | | | | | | | | Sep 30 2022 | | | | SOCIETE GENERALE | | | | (3,568 | ) |
USD | | | 1,200,000 | | | | | | TWD | | | 36,449,480 | | | | | | | | Sep 30 2022 | | | | SOCIETE GENERALE | | | | 826 | |
USD | | | 7,600,000 | | | | | | INR | | | 607,641,964 | | | | | | | | Oct 03 2022 | | | | SOCIETE GENERALE | | | | (24,746 | ) |
USD | | | 2,300,000 | | | | | | KRW | | | 3,089,226,025 | | | | | | | | Oct 04 2022 | | | | SOCIETE GENERALE | | | | (10,911 | ) |
ZAR | | | 6,597,151 | | | | | | USD | | | 400,000 | | | | | | | | Sep 21 2022 | | | | SOCIETE GENERALE | | | | (15,599 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | $ | 1,206,185 | |
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 | | SEK | Swedish Krona |
EUR | Euro | | SGD | Singapore Dollar |
FTSE | Financial Times Stock Exchange | | THB | Thai Baht |
GBP | British Pound | | TRY | Turkish Lira |
HUF | Hungarian Forint | | 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 |
KRW | Korean Won | | | |
The accompanying notes are an integral part of the consolidated financial statements.
23
Abbey Capital Multi Asset Fund
Consolidated Statement of Assets And Liabilities
August 31, 2022
ASSETS | | | | |
Investments, at value (cost $297,648,505) | | $ | 297,267,769 | |
Foreign currency deposits with broker for futures contracts (cost $1,385,454) | | | 1,384,926 | |
Deposits with broker for forward foreign currency contracts | | | 5,214,517 | |
Deposits with broker for futures contracts | | | 25,148,008 | |
Receivables for: | | | | |
Capital shares sold | | | 5,863,482 | |
Interest receivable | | | 26,493 | |
Unrealized appreciation on forward foreign currency contracts | | | 2,487,984 | |
Unrealized appreciation on futures contracts | | | 17,113,430 | |
Prepaid expenses and other assets | | | 39,947 | |
Total assets | | $ | 354,546,556 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Captial shares redeemed | | | 13,568 | |
Advisory fees | | | 454,103 | |
Administration and accounting services fees | | | 13,600 | |
Unrealized depreciation on forward foreign currency contracts | | | 1,281,799 | |
Unrealized depreciation on futures contracts | | | 9,466,652 | |
Other accrued expenses and liabilities | | | 69,548 | |
Total liabilities | | $ | 11,299,270 | |
Net assets | | $ | 343,247,286 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 28,707 | |
Paid-in capital | | | 355,315,782 | |
Total distributable earnings/(losses) | | | (12,097,203 | ) |
Net assets | | $ | 343,247,286 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 808,012 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 67,645 | |
Net asset value and redemption price per share | | $ | 11.94 | |
Maxium offering price per share (100/94.25 of $11.94) | | $ | 12.67 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 341,814,954 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 28,587,068 | |
Net asset value, offering and redemption price per share | | $ | 11.96 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 624,320 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 52,688 | |
Net asset value, offering and redemption price per share | | $ | 11.85 | |
The accompanying notes are an integral part of the consolidated financial statements.
24
Abbey Capital Multi Asset Fund
Consolidated Statement of Operations
For the YEAR Ended August 31, 2022
INVESTMENT INCOME | | | | |
Interest | | $ | 1,126,076 | |
Total investment income | | | 1,126,076 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 2,974,871 | |
Administration and accounting services fees (Note 2) | | | 99,906 | |
Audit and tax service fees | | | 73,898 | |
Registration and filing fees | | | 50,640 | |
Legal fees | | | 41,861 | |
Director fees | | | 22,377 | |
Printing and shareholder reporting fees | | | 15,701 | |
Custodian fees (Note 2) | | | 14,132 | |
Transfer agent fees (Note 2) | | | 8,737 | |
Officer fees | | | 8,148 | |
Distribution fees (Class C Shares) (Note 2) | | | 1,713 | |
Distribution fees (Class A Shares) (Note 2) | | | 499 | |
Other expenses | | | 12,859 | |
Total expenses before waivers and/or reimbursements | | | 3,325,342 | |
Less: waivers and/or reimbursements (Note 2) | | | (312,567 | ) |
Net expenses after waivers and/or reimbursements | | | 3,012,775 | |
Net investment income/(loss) | | | (1,886,699 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (57,311 | ) |
Futures contracts | | | 7,605,515 | |
Foreign currency transactions | | | 36,083 | |
Forward foreign currency contracts | | | 2,243,127 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (378,047 | ) |
Futures contracts | | | 4,666,933 | |
Foreign currency translations | | | (1,337 | ) |
Forward foreign currency contracts | | | 1,436,474 | |
Net realized and unrealized gain/(loss) from investments | | | 15,551,437 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | $13,664,738 | |
The accompanying notes are an integral part of the consolidated financial statements.
25
Abbey Capital Multi Asset Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (1,886,699 | ) | | $ | (1,040,349 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 9,827,414 | | | | 10,135,593 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations and forward foreign currency contracts | | | 5,724,023 | | | | (7,494 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 13,664,738 | | | | 9,087,750 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (10,931,120 | ) | | | (4,134,208 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (10,931,120 | ) | | | (4,134,208 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 1,346,515 | | | | — | |
Shares redeemed | | | (541,920 | ) | | | — | |
Total from Class A Shares | | | 804,595 | | | | — | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 278,631,362 | | | | 52,031,717 | |
Proceeds from reinvestment of distributions | | | 10,666,118 | | | | 4,109,948 | |
Shares redeemed | | | (44,846,418 | ) | | | (4,018,611 | ) |
Total from Class I Shares | | | 244,451,062 | | | | 52,123,054 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 709,761 | | | | — | |
Shares redeemed | | | (99,936 | ) | | | — | |
Total from Class C Shares | | | 609,825 | | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 245,865,482 | | | | 52,123,054 | |
Total increase/(decrease) in net assets | | | 248,599,100 | | | | 57,076,596 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 94,648,186 | | | | 37,571,590 | |
End of period | | $ | 343,247,286 | | | $ | 94,648,186 | |
The accompanying notes are an integral part of the consolidated financial statements.
26
Abbey Capital Multi Asset Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 112,990 | | | | — | |
Shares redeemed | | | (45,345 | ) | | | — | |
Total Class A Shares | | | 67,645 | | | | — | |
Class I Shares | | | | | | | | |
Shares sold | | | 23,584,424 | | | | 4,470,348 | |
Shares reinvested | | | 957,461 | | | | 397,480 | |
Shares redeemed | | | (3,858,008 | ) | | | (359,377 | ) |
Total Class I Shares | | | 20,683,877 | | | | 4,508,451 | |
Class C Shares | | | | | | | | |
Shares sold | | | 61,350 | | | | — | |
Shares redeemed | | | (8,662 | ) | | | — | |
Total Class C Shares | | | 52,688 | | | | — | |
Net increase/(decrease) in shares outstanding | | | 20,804,210 | | | | 4,508,451 | |
The accompanying notes are an integral part of the consolidated financial statements.
27
Abbey Capital Multi Asset 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 period. This information has been derived from information provided in the consolidated financial statements. |
| | For The Period February 16, 2022 to august 31, 2022(1) | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 11.21 | |
Net investment income/(loss)(2) | | | (0.06 | ) |
Net realized and unrealized gain/(loss) from investments | | | 0.79 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.73 | |
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 | | $ | 11.94 | |
Total investment return/(loss)(3) | | | 6.51 | %(4) |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 808 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 2.04 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 2.04 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.23 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (0.87 | )%(5) |
Portfolio turnover rate(7) | | | 0 | %(4) |
(1) | Inception date of Class A Shares of the Fund was February 16, 2022. |
(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 year reported and includes reinvestments of dividends and distributions, if any. Total return does not reflect any applicable sales charge. |
(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 2.04% of the Fund’s average daily net assets attributable to Class A Shares. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
28
Abbey Capital Multi Asset Fund
Consolidated Financial Highlights (Continued)
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, 2022 | | | 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 | | $ | 11.98 | | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.13 | ) | | | (0.21 | ) | | | (0.08 | ) | | | 0.02 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.29 | | | | 2.21 | | | | 1.38 | | | | 1.09 | | | | 0.66 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.16 | | | | 2.00 | | | | 1.30 | | | | 1.11 | | | | 0.65 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.34 | ) | | | (0.17 | ) | | | (0.96 | ) | | | (0.36 | ) | | | — | |
Net realized capital gains | | | (0.84 | ) | | | (0.92 | ) | | | (0.21 | ) | | | (0.46 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.18 | ) | | | (1.09 | ) | | | (1.17 | ) | | | (0.82 | ) | | | — | |
Net asset value, end of period | | $ | 11.96 | | | $ | 11.98 | | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | |
Total investment return/(loss)(3) | | | 10.40 | % | | | 19.72 | % | | | 13.97 | % | | | 12.20 | % | | | 6.50 | %(4) |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 341,815 | | | $ | 94,948 | | | $ | 37,572 | | | $ | 28,242 | | | $ | 21,608 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 1.79 | % | | | 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 | % | | | 1.79 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 1.98 | % | | | 2.28 | % | | | 2.45 | % | | | 2.27 | % | | | 2.84 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.12 | )% | | | (1.80 | )% | | | (0.76 | )% | | | 0.25 | % | | | (0.25 | )%(5) |
Portfolio turnover rate(7) | | | 0 | % | | | 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. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
29
Abbey Capital Multi Asset 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 period. This information has been derived from information provided in the consolidated financial statements. |
| | For The Period November 8, 2021 To August 31, 2022(1) | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 12.51 | |
Net investment income/(loss)(2) | | | (0.18 | ) |
Net realized and unrealized gain/(loss) from investments | | | 0.70 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.52 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.34 | ) |
Net realized capital gains | | | (0.84 | ) |
Total dividends and distributions to shareholders | | | (1.18 | ) |
Net asset value, end of period | | $ | 11.85 | |
Total investment return/(loss)(3) | | | 4.84 | %(4) |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 624 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 2.79 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 2.79 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.98 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.88 | )%(5) |
Portfolio turnover rate(7) | | | 0 | %(4) |
(1) | Inception date of Class C Shares of the Fund was November 8, 2021. |
(2) | Calculated based on average shares outstanding for the period. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the period reported and includes reinvestments of dividends and distributions, if any. |
(6) | 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. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
30
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements
August 31, 2022
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 forty-eight 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 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.
RBB has authorized capital of one hundred billion shares of common stock of which 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2022 (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 $70,845,220 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 $49,154,657, which represented 14.32% of the Fund’s net assets.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Forward exchange contracts are valued by interpolating between spot and forward currency rates as quoted by an independent pricing service. Futures contracts are generally valued using the settlement price determined by the relevant exchange. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with
31
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | | $ | 297,267,769 | | | $ | 297,267,769 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 6,421,372 | | | | 6,421,372 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 5,813,728 | | | | 5,813,728 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 2,487,984 | | | | — | | | | 2,487,984 | | | | — | |
Futures Contracts | | | 2,163,453 | | | | 2,163,453 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,714,877 | | | | 2,714,877 | | | | — | | | | — | |
Total Assets | | $ | 316,869,183 | | | $ | 314,381,199 | | | $ | 2,487,984 | | | $ | — | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (6,378,084 | ) | | $ | (6,378,084 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (2,584,398 | ) | | | (2,584,398 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (1,281,799 | ) | | | — | | | | (1,281,799 | ) | | | — | |
Futures Contracts | | | (368,945 | ) | | | (368,945 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (135,225 | ) | | | (135,225 | ) | | | — | | | | — | |
Total Liabilities | | $ | (10,748,451 | ) | | $ | (9,466,652 | ) | | $ | (1,281,799 | ) | | $ | — | |
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.
32
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 investment in the Cayman Subsidiary, the SPC and the Onshore Subsidiary), to gain investment exposure in accordance with its investment objective.
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.
The following tables list the fair values of the Fund’s derivative holdings and location on the Consolidated Statement of Assets and Liabilities as of the end of the reporting period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Assets and Liabilities Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Asset Derivatives |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | 2,487,984 | | | $ | — | | | $ | 2,487,984 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 5,813,728 | | | | 2,714,877 | | | | 2,163,453 | | | | 6,421,372 | | | | 17,113,430 | |
Total Value- Assets | | | | | | $ | 5,813,728 | | | $ | 2,714,877 | | | $ | 4,651,437 | | | $ | 6,421,372 | | | $ | 19,601,414 | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | (1,281,799 | ) | | $ | — | | | $ | (1,281,799 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (2,584,398 | ) | | | (135,225 | ) | | | (368,945 | ) | | | (6,378,084 | ) | | | (9,466,652 | ) |
Total Value- Liabilities | | $ | (2,584,398 | ) | | $ | (135,225 | ) | | $ | (1,650,744 | ) | | $ | (6,378,084 | ) | | $ | (10,748,451 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forwards and futures contracts as reported on the Consolidated Portfolio of Investments. |
33
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | | | $ | (15,702,697 | ) | | $ | 10,589,314 | | | $ | 6,539,138 | | | $ | 6,179,760 | | | $ | 7,605,515 | |
Forward Contracts | | | Net realized gain/(loss) from Forward Foreign Currency Contracts | | | | — | | | | — | | | | 2,243,127 | | | | — | | | | 2,243,127 | |
Total Realized Gain/(Loss) | | $ | (15,702,697 | ) | | $ | 10,589,314 | | | $ | 8,782,265 | | | $ | 6,179,760 | | | $ | 9,848,642 | |
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 | | | $ | 436,363 | | | $ | 2,692,183 | | | $ | 1,839,186 | | | $ | (300,799 | ) | | $ | 4,666,933 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | 1,436,474 | | | | — | | | | 1,436,474 | |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 436,363 | | | $ | 2,692,183 | | | $ | 3,275,660 | | | $ | (300,799 | ) | | $ | 6,103,407 | |
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) |
$344,945,646 | $(444,681,026) | $(281,910,250) | $281,998,277 |
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.
34
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | | $ | 2,487,984 | | | $ | (1,281,799 | ) | | $ | — | | | $ | 1,206,185 | | | | | | | $ | 1,281,799 | | | $ | (1,281,799 | ) | | $ | — | | | $ | — | |
| (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 The RBB Fund Trust (formerly, 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.
35
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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.
36
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
Counterparty Risk — The derivative contracts entered into by the Fund, the Cayman Subsidiary, Onshore 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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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 potentially 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
37
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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, 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, 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.
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 |
$2,974,871 | $(312,567) | $2,662,304 |
38
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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, 2023 | August 31, 2024 | August 31, 2025 | Total |
$195,654 | $254,268 | $312,567 | $762,489 |
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing &
39
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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, 2022, 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) |
$335,548,310 | $11,447,106 | $(25,688,872) | $(14,241,766) |
(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, 2022, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(15,918,422) | $15,918,422 |
As of August 31, 2022, 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 |
$14,228,148 | $— | $(24,300,369) | $— | $2,024,982 | $— |
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.
40
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2021 and August 31, 2022 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2022 | $7,325,763 | $3,605,357 | $10,931,120 |
2021 | $2,064,972 | $2,069,235 | $4,134,207 |
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, 2022, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2022. The Fund deferred qualified late-year losses of $2,024,982 which will be treated as arising on the first business day of the following fiscal year.
The Fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2022, the Fund had no unlimited 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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and
41
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2022
establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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.
42
Abbey Capital Multi Asset Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders of Abbey Capital Multi Asset Fund and
Board of Directors of The RBB Fund, Inc.
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, 2022, 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 four years in the period then ended and the period from April 11, 2018 (commencement of operations) through 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, 2022, 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 four years in the period then ended and the period from April 11, 2018 (commencement of operations) through 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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 28, 2022
43
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, 2022. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2022. During the fiscal year ended August 31, 2022, the Fund paid no ordinary income dividends that are designated as “qualified dividend income” 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 49.26%.
Because the Fund’s 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 2023.
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.
44
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 Agreement 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) 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 between 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 11-12, 2022 (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, 2023. 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.
45
Abbey Capital Multi Asset Fund
Other Information (Continued)
(Unaudited)
As part of their review, the Directors considered the nature, extent and quality of the services provided by Abbey Capital and each Trading Adviser. The Directors concluded that Abbey Capital and each Trading Adviser had substantial resources to provide services to the Fund and the Subsidiaries, as applicable.
The Directors also considered the investment performance of the Fund, noting that the Fund had outperformed its benchmark, the S&P 500 Total Return Index, for the year-to-date, one-year and three-year periods, and underperformed its benchmark for the five-year and ten-year periods, each ended March 31, 2022. 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 two-year, three-year and since-inception periods ended December 31, 2021.
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 5th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 4th quintile of its Lipper Expense Group. The Directors also considered the fees payable to each Trading Adviser under the Trading Advisory Agreements and the information provided by Abbey Capital on the services provided by the different Trading Advisers. In this regard, the Directors noted that the fees for each Trading Adviser were payable by Abbey Capital and not the Fund. The Directors noted that Abbey Capital had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2022 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, 2023.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Chief Risk Officer of the Adviser as the program administrator for the Adviser Program. The process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund held a percentage of highly liquid
46
Abbey Capital Multi Asset Fund
Other Information (Concluded)
(Unaudited)
assets above its highly liquid investment minimum at all times during the Period; (v) confirmation that the Fund did not breach 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) during the Period 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 the Fund’s Liquidity Risk functioned appropriately during the Period; and (vii) that the Programs operated adequately during the Period. The Report also described material changes made to the Adviser Program during the Period and indicated that there were no material changes made to the Company Program 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 the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
47
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
48
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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 55 | Independent Trustee of EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | Reich and Tang Group (asset management) (until 2015). |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
49
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 |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series of the Company and The RBB Fund Trust (7 portfolios). |
50
Abbey Capital Multi Asset Fund
Company Management (Concluded)
(Unaudited)
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, 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
51
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 |
52
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. |
53
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. |
54
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Investment Adviser
Abbey Capital Limited
1-2 Cavendish Row
Dublin 1, Ireland
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP.
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
AMA-AR22
ADARA SMALLER COMPANIES FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2022
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, 2022 (UNAUDITED)
Dear Shareholder,
The Adara Smaller Companies Fund (the “Fund”) generated a return of -16.93% for the fiscal year ended August 31, 2022, and outperformed its benchmark, the Russell 2000 Index, which returned -17.88% over the same period.
The past fiscal year was a challenging period for markets as investors became increasingly concerned about higher inflation and a more hawkish U.S. Federal Reserve. The negative investor sentiment impacted companies with smaller market capitalizations the most.
The Fund’s assets were allocated to five underlying sub-advisers during the fiscal year: microcap managers Driehaus Capital Management, LLC (“Driehaus”) and Pacific Ridge Capital Partners, LLC (“Pacific Ridge”); small-cap managers Pier Capital, LLC (“Pier”) and River Road Asset Management, LLC (“River Road”); and tax-loss harvesting manager Aperio Group, LLC (“Aperio”). River Road was the top performing sub-adviser for the period, with a return of -1.56%, followed in order by Pacific Ridge with a return of -11.68%, Aperio with a return of -13.47%, Driehaus with a return of -25.47% and Pier with a return of -34.44%. As of August 31, 2022 , Driehaus had the largest proportion of the Fund’s assets allocated to it with 27%, followed by Pacific Ridge with 26%, Aperio with 20%, River Road with 15% and Pier with 7%.
Despite their significant losses of the past year, we continue 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
Past performance does not guarantee future results.
The Fund invests in small and micro companies, which involve additional risks such as limited liquidity and greater volatility than larger companies.
Fund holdings are subject to change and should not be considered recommendations to buy or sell any security. Please see the Schedule of Investments in this report for a complete list of fund holdings.
1
ADARA SMALLER COMPANIES FUND
ANNUAL report
Performance Data
August 31, 2022 (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 31,2022 |
| One Year | Three Years | Five Years | Since Inception | |
Adara Smaller Companies Fund | -16.93% | 13.28% | 11.68% | 10.86%* | |
Russell 2000® Index | -17.88% | 8.59% | 6.95% | 8.06%** | |
* | 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, 2021, are 0.84% of average daily net assets. This ratio may differ from the actual expenses incurred by the Fund for the period covered by this report.
The Fund invests in common stocks, preferred stocks, warrants to acquire common stocks and securities convertible into common stocks. Portfolio composition is subject to change.
The Fund evaluates performance as compared to that of the Russell 2000® Index. The Russell 2000® Index is a widely-recognized, capitalization-weighted index that measures the performance of the smallest 2,000 companies in the Russell 3000® Index and is considered representative of small-cap stocks. It is impossible to invest directly in an index.
Investment Considerations
Investing in the Fund involves risk and an investor may lose money. The success of the Fund’s strategy depends on the Adviser’s ability to select Sub-Advisers and each manager’s ability to select investments for the Fund. The Fund may invest in riskier types of investments including small and micro-cap stocks, Initial Public Offerings (IPOs), special situations and illiquid securities all of which may be more volatile and less liquid.
2
ADARA SMALLER COMPANIES FUND
Fund Expense Example
August 31, 2022 (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, 2022 through August 31, 2022 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, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Class I Shares | | | | | |
Actual | $ 1,000.00 | $ 909.60 | $ 4.04 | 0.84% | -9.04% |
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. |
3
ADARA SMALLER COMPANIES FUND
Portfolio Holdings Summary Table
August 31, 2022 (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 | | | 8.6 | % | | $ | 38,173,274 | |
Commercial Services | | | 7.5 | | | | 32,818,134 | |
Biotechnology | | | 6.0 | | | | 26,294,983 | |
Retail | | | 5.3 | | | | 23,417,160 | |
Semiconductors | | | 4.3 | | | | 18,941,650 | |
Healthcare-Products | | | 3.7 | | | | 16,431,447 | |
REITS | | | 3.2 | | | | 13,954,245 | |
Oil & Gas | | | 2.8 | | | | 12,527,432 | |
Software | | | 2.8 | | | | 12,306,280 | |
Computers | | | 2.8 | | | | 12,179,271 | |
Engineering & Construction | | | 2.7 | | | | 12,016,591 | |
Insurance | | | 2.7 | | | | 11,938,066 | |
Electronics | | | 2.0 | | | | 8,781,740 | |
Transportation | | | 2.0 | | | | 8,663,618 | |
Telecommunications | | | 1.7 | | | | 7,609,630 | |
Pharmaceuticals | | | 1.7 | | | | 7,426,999 | |
Food | | | 1.7 | | | | 7,417,785 | |
Metal Fabricate/Hardware | | | 1.5 | | | | 6,719,945 | |
Savings & Loans | | | 1.5 | | | | 6,535,449 | |
Auto Parts & Equipment | | | 1.5 | | | | 6,533,382 | |
Diversified Financial Services | | | 1.5 | | | | 6,487,573 | |
Beverages | | | 1.3 | | | | 5,820,567 | |
Internet | | | 1.2 | | | | 5,374,401 | |
Oil & Gas Services | | | 1.2 | | | | 5,284,162 | |
Machinery-Diversified | | | 1.1 | | | | 5,013,395 | |
Building Materials | | | 1.1 | | | | 4,664,447 | |
Healthcare-Services | | | 1.0 | | | | 4,493,694 | |
Distribution/Wholesale | | | 0.9 | | | | 4,130,666 | |
Agriculture | | | 0.9 | | | | 3,900,951 | |
Cosmetics/Personal Care | | | 0.8 | | | | 3,752,236 | |
Chemicals | | | 0.8 | | | | 3,390,870 | |
Miscellaneous Manufacturing | | | 0.7 | | | | 3,264,589 | |
Aerospace/Defense | | | 0.7 | | | | 3,120,881 | |
Home Builders | | | 0.7 | | | | 3,092,252 | |
Real Estate | | | 0.7 | | | | 2,900,439 | |
Environmental Control | | | 0.6 | | | | 2,752,525 | |
Leisure Time | | | 0.6 | | | | 2,670,642 | |
Energy-Alternate Sources | | | 0.6 | | | | 2,458,365 | |
Apparel | | | 0.5 | % | | $ | 2,283,898 | |
Textiles | | | 0.5 | | | | 2,083,265 | |
Mining | | | 0.5 | | | | 2,044,584 | |
Iron/Steel | | | 0.4 | | | | 1,973,176 | |
Lodging | | | 0.4 | | | | 1,951,858 | |
Packaging & Containers | | | 0.4 | | | | 1,919,506 | |
Entertainment | | | 0.4 | | | | 1,794,476 | |
Machinery-Construction & Mining | | | 0.4 | | | | 1,725,961 | |
Pipelines | | | 0.4 | | | | 1,717,328 | |
Hand/Machine Tools | | | 0.4 | | | | 1,695,466 | |
Housewares | | | 0.4 | | | | 1,655,138 | |
Toys/Games/Hobbies | | | 0.4 | | | | 1,602,552 | |
Investment Companies | | | 0.3 | | | | 1,507,989 | |
Food Service | | | 0.3 | | | | 1,385,120 | |
Gas | | | 0.3 | | | | 1,137,102 | |
Home Furnishings | | | 0.2 | | | | 720,363 | |
Media | | | 0.1 | | | | 661,638 | |
Airlines | | | 0.1 | | | | 628,510 | |
Household Products/Wares | | | 0.1 | | | | 537,718 | |
Auto Manufacturers | | | 0.1 | | | | 469,828 | |
Electrical Components & Equipment | | | 0.1 | | | | 422,228 | |
Coal | | | 0.1 | | | | 362,794 | |
Water | | | 0.1 | | | | 359,863 | |
Electric | | | 0.1 | | | | 345,721 | |
Forest Products & Paper | | | 0.0 | | | | 243,499 | |
Office Furnishings | | | 0.0 | | | | 66,506 | |
Office/Business Equipment | | | 0.0 | | | | 39,607 | |
RIGHTS: | | | | | | | | |
Machinery -Diversified | | | 0.0 | | | | — | |
WARRANTS: | | | | | | | | |
Biotechnology | | | 0.0 | | | | 15,254 | |
SHORT-TERM INVESTMENTS | | | 10.4 | | | | 45,905,618 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 961,388 | |
NET ASSETS | | | 100.0 | % | | $ | 441,477,690 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
ADARA SMALLER COMPANIES FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 89.4% | | | | | | | | |
Aerospace/Defense — 0.7% | | | | | | | | |
AAR Corp.* | | | 43,040 | | | $ | 1,845,555 | |
AeroVironment, Inc.* | | | 1,433 | | | | 127,035 | |
Curtiss-Wright Corp. | | | 2,004 | | | | 294,969 | |
Hexcel Corp. | | | 10,414 | | | | 610,989 | |
Mercury Systems, Inc.* | | | 2,290 | | | | 110,218 | |
Moog, Inc., Class A | | | 1,762 | | | | 132,115 | |
| | | | | | | 3,120,881 | |
Agriculture — 0.9% | | | | | | | | |
Alico, Inc. | | | 59,890 | | | | 2,033,265 | |
Darling Ingredients, Inc.* | | | 8,943 | | | | 680,205 | |
Universal Corp. | | | 2,252 | | | | 114,942 | |
Vector Group Ltd. | | | 9,371 | | | | 91,836 | |
Vital Farms, Inc.* | | | 75,730 | | | | 980,703 | |
| | | | | | | 3,900,951 | |
Airlines — 0.1% | | | | | | | | |
Allegiant Travel Co.* | | | 3,731 | | | | 360,042 | |
Hawaiian Holdings, Inc.* | | | 6,353 | | | | 95,231 | |
SkyWest, Inc.* | | | 8,137 | | | | 173,237 | |
| | | | | | | 628,510 | |
Apparel — 0.5% | | | | | | | | |
Capri Holdings, Ltd.* | | | 5,836 | | | | 275,342 | |
Crocs, Inc.* | | | 5,776 | | | | 425,691 | |
Kontoor Brands, Inc. | | | 4,168 | | | | 155,175 | |
Lakeland Industries, Inc.* | | | 95,490 | | | | 1,289,115 | |
Skechers U.S.A., Inc., Class A* | | | 3,666 | | | | 138,575 | |
| | | | | | | 2,283,898 | |
Auto Manufacturers — 0.1% | | | | | | | | |
Wabash National Corp. | | | 28,561 | | | | 469,828 | |
Auto Parts & Equipment — 1.5% | | | | |
Cooper-Standard Holdings, Inc.* | | | 33,680 | | | | 263,714 | |
Dorman Products, Inc.* | | | 2,957 | | | | 268,052 | |
Fox Factory Holding Corp.* | | | 3,997 | | | | 372,560 | |
Gentherm, Inc.* | | | 9,297 | | | | 556,890 | |
Methode Electronics, Inc. | | | 2,370 | | | | 95,890 | |
Miller Industries Inc. | | | 35,280 | | | | 829,433 | |
Motorcar Parts of America, Inc.* | | | 102,430 | | | | 1,522,110 | |
Shyft Group Inc., (The) | | | 31,933 | | | | 764,795 | |
Standard Motor Products, Inc. | | | 204 | | | | 7,487 | |
Titan International, Inc.* | | | 57,548 | | | | 807,399 | |
Unique Fabricating, Inc.* | | | 117,190 | | | | 87,893 | |
XPEL, Inc.* | | | 13,967 | | | | 957,159 | |
| | | | | | | 6,533,382 | |
Banks — 8.6% | | | | | | | | |
Allegiance Bancshares, Inc. | | | 1,446 | | | | 61,253 | |
Ameris Bancorp | | | 2,245 | | | | 104,797 | |
Banner Corp. | | | 1,733 | | | | 105,297 | |
Cadence Bank | | | 22,282 | | | | 567,745 | |
Camden National Corp. | | | 963 | | | | 43,556 | |
| | Number of Shares | | | Value | |
Banks — (Continued) |
Capital Bancorp, Inc. | | | 61,270 | | | $ | 1,517,658 | |
Central Pacific Financial Corp. | | | 3,784 | | | | 82,453 | |
City Holding Co. | | | 4,208 | | | | 357,722 | |
Civista Bancshares, Inc. | | | 70,610 | | | | 1,493,401 | |
Colony Bankcorp, Inc. | | | 82,037 | | | | 1,158,362 | |
Community Bank System, Inc. | | | 1,997 | | | | 130,564 | |
Community Trust Bancorp, Inc. | | | 2,693 | | | | 113,779 | |
Customers Bancorp, Inc.* | | | 13,377 | | | | 464,048 | |
CVB Financial Corp. | | | 8,715 | | | | 228,682 | |
Dime Community Bancshares, Inc. | | | 2,193 | | | | 68,553 | |
Eagle Bancorp, Inc. | | | 2,728 | | | | 132,390 | |
Esquire Financial Holdings, Inc. | | | 77,655 | | | | 2,902,744 | |
Farmers National Bancorp. | | | 112,380 | | | | 1,605,910 | |
First BanCorp | | | 41,247 | | | | 589,832 | |
First Business Financial Services, Inc. | | | 62,899 | | | | 2,093,279 | |
First Commonwealth Financial Corp. | | | 18,699 | | | | 252,063 | |
First Financial Bancorp | | | 24,036 | | | | 518,697 | |
First Financial Bankshares, Inc. | | | 13,162 | | | | 559,517 | |
First Financial Corp | | | 2,707 | | | | 125,875 | |
First Hawaiian, Inc. | | | 13,502 | | | | 347,136 | |
First Interstate BancSystem, Inc., Class A | | | 2,950 | | | | 118,767 | |
First Merchants Corp. | | | 11,387 | | | | 453,430 | |
First Northwest Bancorp | | | 81,410 | | | | 1,302,560 | |
Flagstar Bancorp, Inc. | | | 2,203 | | | | 84,882 | |
German American Bancorp, Inc. | | | 1,217 | | | | 45,711 | |
Glacier Bancorp, Inc. | | | 13,120 | | | | 664,922 | |
Heritage Financial Corp. | | | 5,441 | | | | 141,412 | |
HomeStreet, Inc. | | | 2,233 | | | | 77,731 | |
Hope Bancorp, Inc. | | | 27,648 | | | | 400,067 | |
Horizon Bancorp, Inc. | | | 43,027 | | | | 814,071 | |
Independent Bank Corp. | | | 1,193 | | | | 93,328 | |
Independent Bank Group, Inc. | | | 581 | | | | 39,136 | |
Metropolitan Bank Holding Corp.* | | | 30,929 | | | | 2,214,207 | |
NBT Bancorp, Inc. | | | 1,326 | | | | 51,422 | |
Northeast Bank | | | 58,950 | | | | 2,285,491 | |
OFG Bancorp | | | 7,960 | | | | 216,512 | |
Old National Bancorp | | | 10,450 | | | | 174,410 | |
Orrstown Financial Services, Inc. | | | 59,200 | | | | 1,523,216 | |
Parke Bancorp, Inc. | | | 98,541 | | | | 2,185,639 | |
Peoples Financial Services Corp. | | | 19,560 | | | | 952,181 | |
Preferred Bank | | | 1,379 | | | | 93,551 | |
S&T Bancorp, Inc. | | | 8,702 | | | | 257,927 | |
Seacoast Banking Corp. of Florida | | | 16,380 | | | | 529,402 | |
Simmons First National Corp., Class A | | | 4,453 | | | | 105,046 | |
Southside Bancshares, Inc. | | | 4,513 | | | | 170,050 | |
SVB Financial Group* | | | 807 | | | | 328,062 | |
The accompanying notes are an integral part of the financial statements.
5
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Banks — (Continued) |
Tompkins Financial Corp. | | | 1,660 | | | $ | 118,922 | |
Triumph Bancorp, Inc.* | | | 6,250 | | | | 386,938 | |
TrustCo Bank Corp. NY | | | 1,864 | | | | 62,146 | |
UMB Financial Corp. | | | 3,164 | | | | 283,083 | |
United Community Banks, Inc. | | | 12,730 | | | | 426,837 | |
Unity Bancorp, Inc. | | | 71,940 | | | | 2,016,478 | |
USCB Financial Holdings, Inc.* | | | 107,560 | | | | 1,398,280 | |
Veritex Holdings, Inc. | | | 11,815 | | | | 355,750 | |
Walker & Dunlop, Inc. | | | 1,239 | | | | 124,470 | |
West BancCorp, Inc. | | | 78,010 | | | | 1,919,826 | |
Westamerica BanCorp | | | 2,361 | | | | 132,098 | |
| | | | | | | 38,173,274 | |
Beverages — 1.3% | | | | | | | | |
Celsius Holdings, Inc.* | | | 13,514 | | | | 1,398,564 | |
Coca-Cola Consolidated, Inc. | | | 279 | | | | 132,338 | |
Duckhorn Portfolio Inc., (The)* | | | 71,259 | | | | 1,299,764 | |
MGP Ingredients, Inc. | | | 18,124 | | | | 1,983,853 | |
National Beverage Corp. | | | 1,024 | | | | 56,791 | |
Vita Coco Co., Inc., (The)* | | | 63,326 | | | | 949,257 | |
| | | | | | | 5,820,567 | |
Biotechnology — 6.0% | | | | | | | | |
Akero Therapeutics, Inc.* | | | 4,302 | | | | 50,548 | |
Allogene Therapeutics, Inc.* | | | 21,861 | | | | 299,714 | |
Altimmune, Inc.* | | | 63,951 | | | | 1,412,038 | |
ALX Oncology Holdings, Inc.* | | | 13,037 | | | | 169,481 | |
Anavex Life Sciences Corp.* | | | 18,361 | | | | 176,082 | |
ANI Pharmaceuticals, Inc.* | | | 5,276 | | | | 194,632 | |
Apellis Pharmaceuticals, Inc.* | | | 22,252 | | | | 1,346,468 | |
Arcus Biosciences, Inc.* | | | 3,194 | | | | 76,912 | |
Avid Bioservices, Inc.* | | | 56,603 | | | | 974,704 | |
BELLUS Health, Inc.* | | | 24,866 | | | | 283,472 | |
Biomea Fusion, Inc.* | | | 26,755 | | | | 307,682 | |
C4 Therapeutics, Inc.* | | | 34,875 | | | | 351,540 | |
Cara Therapeutics, Inc.* | | | 4,259 | | | | 43,953 | |
Chinook Therapeutics, Inc.* | | | 49,181 | | | | 1,022,965 | |
CinCor Pharma, Inc.* | | | 26,586 | | | | 897,809 | |
Cogent Biosciences, Inc.* | | | 3,116 | | | | 51,383 | |
Crinetics Pharmaceuticals, Inc.* | | | 95,979 | | | | 1,812,084 | |
CTI BioPharma Corp.* | | | 82,590 | | | | 518,665 | |
Cytokinetics, Inc.* | | | 49,679 | | | | 2,631,000 | |
Day One Biopharmaceuticals, Inc.* | | | 33,152 | | | | 778,740 | |
DICE Therapeutics, Inc.* | | | 39,387 | | | | 618,376 | |
Dynavax Technologies Corp.* | | | 54,158 | | | | 621,192 | |
Emergent BioSolutions, Inc.* | | | 3,096 | | | | 74,366 | |
Forma Therapeutics Holdings, Inc.* | | | 5,236 | | | | 70,162 | |
Halozyme Therapeutics, Inc.* | | | 4,226 | | | | 172,125 | |
Imago Biosciences, Inc.* | | | 23,322 | | | | 338,869 | |
Immunocore Holdings PLC, ADR* | | | 3,333 | | | | 176,016 | |
| | Number of Shares | | | Value | |
Biotechnology — (Continued) |
Innoviva, Inc.* | | | 3,337 | | | $ | 43,915 | |
Intra-Cellular Therapies, Inc.* | | | 6,957 | | | | 349,659 | |
IVERIC bio, Inc.* | | | 66,771 | | | | 657,027 | |
Ligand Pharmaceuticals, Inc.* | | | 978 | | | | 90,357 | |
MaxCyte, Inc.* | | | 66,264 | | | | 344,573 | |
Myriad Genetics, Inc.* | | | 6,426 | | | | 143,557 | |
Nektar Therapeutics* | | | 10,752 | | | | 42,363 | |
NGM Biopharmaceuticals, Inc.* | | | 3,616 | | | | 51,022 | |
Nuvalent, Inc., Class A* | | | 47,812 | | | | 807,067 | |
Relay Therapeutics, Inc.* | | | 44,627 | | | | 1,025,082 | |
REVOLUTION Medicines, Inc.* | | | 14,690 | | | | 305,993 | |
SpringWorks Therapeutics, Inc.* | | | 13,339 | | | | 370,424 | |
Theravance Biopharma, Inc.* | | | 6,387 | | | | 57,547 | |
TransMedics Group, Inc.* | | | 37,564 | | | | 1,954,455 | |
Ventyx Biosciences, Inc.* | | | 42,085 | | | | 858,534 | |
Veru, Inc.* | | | 8,397 | | | | 128,474 | |
Vir Biotechnology, Inc.* | | | 4,966 | | | | 117,942 | |
Viridian Therapeutics, Inc.* | | | 17,559 | | | | 389,985 | |
Xencor, Inc.* | | | 6,611 | | | | 174,464 | |
Xenon Pharmaceuticals, Inc.* | | | 75,021 | | | | 2,911,565 | |
| | | | | | | 26,294,983 | |
Building Materials — 1.1% | | | | | | | | |
AAON, Inc. | | | 4,120 | | | | 236,818 | |
American Woodmark Corp.* | | | 1,043 | | | | 54,059 | |
Apogee Enterprises, Inc. | | | 7,722 | | | | 315,367 | |
Armstrong World Industries, Inc. | | | 18,178 | | | | 1,526,770 | |
Boise Cascade Co. | | | 3,571 | | | | 222,580 | |
Gibraltar Industries, Inc.* | | | 4,141 | | | | 173,301 | |
PGT Innovations, Inc.* | | | 6,101 | | | | 127,633 | |
Simpson Manufacturing Co., Inc. | | | 2,069 | | | | 191,672 | |
SPX Technologies, Inc.* | | | 4,521 | | | | 257,968 | |
Summit Materials, Inc., Class A* | | | 32,195 | | | | 914,982 | |
UFP Industries, Inc. | | | 8,103 | | | | 643,297 | |
| | | | | | | 4,664,447 | |
Chemicals — 0.8% | | | | | | | | |
AdvanSix, Inc. | | | 3,917 | | | | 142,030 | |
Axalta Coating Systems Ltd.* | | | 49,851 | | | | 1,283,663 | |
Balchem Corp. | | | 1,142 | | | | 150,539 | |
Chemours Co., (The) | | | 9,276 | | | | 312,880 | |
GCP Applied Technologies, Inc.* | | | 3,880 | | | | 121,910 | |
Innospec, Inc. | | | 1,121 | | | | 104,769 | |
Koppers Holdings, Inc. | | | 7,974 | | | | 182,046 | |
Rogers Corp.* | | | 1,868 | | | | 467,971 | |
Stepan Co. | | | 2,701 | | | | 281,525 | |
Trinseo PLC | | | 12,949 | | | | 343,537 | |
| | | | | | | 3,390,870 | |
Coal — 0.1% | | | | | | | | |
SunCoke Energy, Inc. | | | 7,877 | | | | 51,909 | |
Warrior Met Coal, Inc. | | | 9,551 | | | | 310,885 | |
| | | | | | | 362,794 | |
The accompanying notes are an integral part of the financial statements.
6
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Commercial Services — 7.5% | | | | | | | | |
Acacia Research Corp.* | | | 317,600 | | | $ | 1,426,024 | |
Adtalem Global Education, Inc.* | | | 3,449 | | | | 129,993 | |
AirSculpt Technologies, Inc. | | | 87,378 | | | | 761,936 | |
Alight, Inc., Class A* | | | 112,003 | | | | 882,584 | |
AMN Healthcare Services, Inc.* | | | 3,294 | | | | 338,096 | |
ARC Document Solutions, Inc. | | | 598,410 | | | | 1,765,309 | |
Arlo Technologies, Inc.* | | | 8,822 | | | | 53,726 | |
ASGN, Inc.* | | | 2,386 | | | | 230,726 | |
Barrett Business Services, Inc. | | | 46,276 | | | | 3,731,697 | |
BGSF, Inc. | | | 164,190 | | | | 1,986,420 | |
Brink’s Co., (The) | | | 4,054 | | | | 224,105 | |
CoreCivic, Inc.* | | | 163,126 | | | | 1,554,591 | |
CorVel Corp.* | | | 886 | | | | 137,667 | |
CRA International, Inc. | | | 26,500 | | | | 2,422,365 | |
Cross Country Healthcare, Inc.* | | | 69,821 | | | | 1,772,057 | |
Deluxe Corp. | | | 5,675 | | | | 109,187 | |
Ennis, Inc. | | | 2,513 | | | | 53,351 | |
European Wax Center, Inc., Class A | | | 68,791 | | | | 1,487,949 | |
EVERTEC, Inc. | | | 23,311 | | | | 783,250 | |
Forrester Research, Inc.* | | | 938 | | | | 39,011 | |
FTI Consulting, Inc.* | | | 1,965 | | | | 315,579 | |
Green Dot Corp., Class A* | | | 4,948 | | | | 100,395 | |
Hackett Group, Inc., (The) | | | 2,331 | | | | 47,855 | |
HealthEquity, Inc.* | | | 4,879 | | | | 322,404 | |
Heidrick & Struggles International, Inc. | | | 2,031 | | | | 57,802 | |
Huron Consulting Group, Inc.* | | | 8,550 | | | | 571,995 | |
I3 Verticals, Inc., Class A* | | | 32,013 | | | | 747,824 | |
Insperity, Inc. | | | 2,292 | | | | 249,874 | |
Kelly Services, Inc., Class A | | | 46,686 | | | | 752,111 | |
Landec Corp.* | | | 135,448 | | | | 1,422,204 | |
MarketAxess Holdings, Inc. | | | 1,203 | | | | 299,054 | |
Medifast, Inc. | | | 1,970 | | | | 247,196 | |
Payoneer Global, Inc.* | | | 209,436 | | | | 1,386,466 | |
Performant Financial Corp.* | | | 95,690 | | | | 199,992 | |
Progyny, Inc.* | | | 5,684 | | | | 228,554 | |
Rent-A-Center, Inc. | | | 3,409 | | | | 88,088 | |
Resources Connection, Inc. | | | 21,223 | | | | 414,697 | |
Shift4 Payments, Inc., Class A* | | | 9,216 | | | | 417,393 | |
SP Plus Corp.* | | | 41,737 | | | | 1,383,164 | |
Strategic Education, Inc. | | | 2,488 | | | | 160,974 | |
Stride, Inc.* | | | 28,891 | | | | 1,101,903 | |
Udemy, Inc.* | | | 47,020 | | | | 698,717 | |
Viad Corp.* | | | 26,198 | | | | 1,000,240 | |
WillScot Mobile Mini Holdings Corp.* | | | 17,778 | | | | 713,609 | |
| | | | | | | 32,818,134 | |
Computers — 2.8% | | | | | | | | |
3D Systems Corp.* | | | 9,382 | | | | 95,040 | |
CACI International, Inc., Class A* | | | 1,145 | | | | 321,596 | |
Computer Services, Inc. | | | 42,522 | | | | 2,419,502 | |
| | Number of Shares | | | Value | |
Computers — (Continued) |
DXC Technology Co.* | | | 26,040 | | | $ | 645,271 | |
Endava PLC, SP ADR* | | | 7,484 | | | | 755,884 | |
ExlService Holdings, Inc.* | | | 1,497 | | | | 251,062 | |
Grid Dynamics Holdings, Inc.* | | | 85,204 | | | | 1,721,973 | |
Insight Enterprises, Inc.* | | | 2,176 | | | | 198,277 | |
KnowBe4, Inc. Class A* | | | 22,728 | | | | 436,832 | |
Maximus, Inc. | | | 6,482 | | | | 392,744 | |
NCR Corp.* | | | 45,851 | | | | 1,423,674 | |
One Stop Systems, Inc.* | | | 183,428 | | | | 719,038 | |
Quantum Corp.* | | | 1,270 | | | | 1,994 | |
Rimini Street, Inc.* | | | 335,950 | | | | 1,693,188 | |
Science Applications International Corp. | | | 1,681 | | | | 153,089 | |
Tenable Holdings, Inc.* | | | 9,988 | | | | 395,625 | |
TTEC Holdings, Inc. | | | 3,501 | | | | 183,277 | |
WNS Holdings, Ltd., ADR* | | | 4,406 | | | | 371,205 | |
| | | | | | | 12,179,271 | |
Cosmetics/Personal Care — 0.8% | | | | |
Beauty Health Co., (The)* | | | 46,493 | | | | 539,319 | |
Edgewell Personal Care Co. | | | 3,259 | | | | 126,971 | |
elf Beauty, Inc.* | | | 57,924 | | | | 2,208,642 | |
Inter Parfums, Inc. | | | 11,173 | | | | 877,304 | |
| | | | | | | 3,752,236 | |
Distribution/Wholesale — 0.9% | | | | | | | | |
G-III Apparel Group Ltd.* | | | 19,012 | | | | 400,583 | |
Leslie’s, Inc.* | | | 35,730 | | | | 506,652 | |
Manitex International, Inc.* | | | 307,830 | | | | 1,665,360 | |
Pool Corp. | | | 2,106 | | | | 714,334 | |
Univar Solutions, Inc.* | | | 31,518 | | | | 794,884 | |
WESCO International, Inc.* | | | 371 | | | | 48,853 | |
| | | | | | | 4,130,666 | |
Diversified Financial Services — 1.5% | | | | |
Encore Capital Group, Inc.* | | | 3,458 | | | | 189,084 | |
Enova International, Inc.* | | | 3,612 | | | | 126,203 | |
Evercore, Inc., Class A | | | 3,499 | | | | 327,821 | |
Flywire Corp.* | | | 39,315 | | | | 977,371 | |
Houlihan Lokey, Inc. | | | 5,752 | | | | 451,532 | |
Interactive Brokers Group, Inc., Class A | | | 3,063 | | | | 188,650 | |
International Money Express, Inc.* | | | 45,263 | | | | 1,013,891 | |
Silvercrest Asset Management Group, Inc., Class A | | | 112,586 | | | | 2,011,912 | |
Sunlight Financial Holdings, Inc.* | | | 260,220 | | | | 796,273 | |
Virtus Investment Partners, Inc. | | | 807 | | | | 154,339 | |
World Acceptance Corp.* | | | 2,155 | | | | 250,497 | |
| | | | | | | 6,487,573 | |
Electric — 0.1% | | | | | | | | |
Unitil Corp. | | | 6,637 | | | | 345,721 | |
The accompanying notes are an integral part of the financial statements.
7
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Electrical Components & Equipment — 0.1% | | | | |
Encore Wire Corp. | | | 1,278 | | | $ | 166,268 | |
Littelfuse, Inc. | | | 1,079 | | | | 255,960 | |
| | | | | | | 422,228 | |
Electronics — 2.0% | | | | | | | | |
Advanced Energy Industries, Inc. | | | 2,466 | | | | 221,422 | |
Atkore, Inc.* | | | 15,191 | | | | 1,282,272 | |
Benchmark Electronics, Inc. | | | 3,566 | | | | 97,887 | |
Brady Corp., Class A | | | 2,928 | | | | 136,269 | |
Comtech Telecommunications Corp. | | | 33,670 | | | | 380,134 | |
CTS Corp. | | | 8,512 | | | | 360,228 | |
FARO Technologies, Inc.* | | | 6,939 | | | | 232,803 | |
II-VI, Inc.* | | | 4,734 | | | | 223,587 | |
Itron, Inc.* | | | 11,150 | | | | 530,517 | |
Ituran Location and Control Ltd. | | | 27,351 | | | | 679,946 | |
Kimball Electronics, Inc.* | | | 121,540 | | | | 2,617,972 | |
OSI Systems, Inc.* | | | 1,136 | | | | 94,652 | |
Plexus Corp.* | | | 2,641 | | | | 247,541 | |
Sanmina Corp.* | | | 6,648 | | | | 322,561 | |
TD SYNNEX Corp. | | | 830 | | | | 79,912 | |
TTM Technologies, Inc.* | | | 8,548 | | | | 134,460 | |
Vontier Corp. | | | 51,988 | | | | 1,139,577 | |
| | | | | | | 8,781,740 | |
Energy-Alternate Sources — 0.6% | | | | |
Fluence Energy, Inc.* | | | 11,273 | | | | 224,896 | |
Green Plains, Inc.* | | | 38,054 | | | | 1,393,918 | |
REX American Resources Corp.* | | | 2,520 | | | | 76,356 | |
SolarEdge Technologies, Inc.* | | | 1,052 | | | | 290,321 | |
TPI Composites, Inc.* | | | 25,437 | | | | 472,874 | |
| | | | | | | 2,458,365 | |
Engineering & Construction — 2.7% | | | | |
Bowman Consulting Group Ltd.* | | | 106,020 | | | | 1,616,805 | |
Comfort Systems USA, Inc. | | | 21,625 | | | | 2,169,852 | |
Dycom Industries, Inc.* | | | 12,096 | | | | 1,356,204 | |
EMCOR Group, Inc. | | | 4,741 | | | | 563,800 | |
Exponent, Inc. | | | 7,014 | | | | 658,334 | |
MasTec, Inc.* | | | 4,399 | | | | 354,120 | |
Mistras Group, Inc.* | | | 85,880 | | | | 474,916 | |
MYR Group, Inc.* | | | 5,139 | | | | 477,619 | |
NV5 Global, Inc.* | | | 10,790 | | | | 1,518,800 | |
Sterling Infrastructure Inc.* | | | 92,080 | | | | 2,328,703 | |
TopBuild Corp.* | | | 2,707 | | | | 497,438 | |
| | | | | | | 12,016,591 | |
Entertainment — 0.4% | | | | | | | | |
Everi Holdings, Inc.* | | | 70,093 | | | | 1,296,721 | |
Light & Wonder, Inc.* | | | 6,167 | | | | 303,601 | |
Monarch Casino & Resort, Inc.* | | | 3,215 | | | | 194,154 | |
| | | | | | | 1,794,476 | |
| | Number of Shares | | | Value | |
Environmental Control — 0.6% | | | | | | | | |
Energy Recovery, Inc.* | | | 43,761 | | | $ | 1,003,877 | |
Harsco Corp.* | | | 12,528 | | | | 71,034 | |
Montrose Environmental Group, Inc.* | | | 30,920 | | | | 1,243,293 | |
Tetra Tech, Inc. | | | 3,198 | | | | 434,321 | |
| | | | | | | 2,752,525 | |
Food — 1.7% | | | | | | | | |
B&G Foods, Inc. | | | 10,026 | | | | 217,163 | |
Calavo Growers, Inc. | | | 2,113 | | | | 88,831 | |
Chefs’ Warehouse, Inc. (The)* | | | 27,692 | | | | 923,251 | |
Grocery Outlet Holding Corp.* | | | 4,255 | | | | 170,711 | |
Hostess Brands, Inc.* | | | 31,116 | | | | 721,269 | |
Ingles Markets, Inc., Class A | | | 14,569 | | | | 1,275,225 | |
J&J Snack Foods Corp. | | | 2,130 | | | | 317,434 | |
John B Sanfilippo & Son, Inc. | | | 727 | | | | 58,691 | |
Real Good Food Co Inc., (The)* | | | 49,685 | | | | 354,254 | |
Seneca Foods Corp., Class A* | | | 857 | | | | 45,275 | |
SpartanNash Co. | | | 7,719 | | | | 234,889 | |
SunOpta, Inc.* | | | 170,476 | | | | 1,692,827 | |
TreeHouse Foods, Inc.* | | | 2,674 | | | | 124,608 | |
United Natural Foods, Inc.* | | | 8,258 | | | | 364,013 | |
Utz Brands, Inc. | | | 40,475 | | | | 674,313 | |
Weis Markets, Inc. | | | 1,995 | | | | 155,031 | |
| | | | | | | 7,417,785 | |
Food Service — 0.3% | | | | | | | | |
Healthcare Services Group, Inc. | | | 3,187 | | | | 44,841 | |
Sovos Brands, Inc.* | | | 87,772 | | | | 1,340,279 | |
| | | | | | | 1,385,120 | |
Forest Products & Paper — 0.0% | | | | |
Clearwater Paper Corp.* | | | 2,737 | | | | 116,432 | |
Mercer International, Inc. | | | 7,834 | | | | 127,067 | |
| | | | | | | 243,499 | |
Gas — 0.3% | | | | | | | | |
Chesapeake Utilities Corp. | | | 1,307 | | | | 165,074 | |
Northwest Natural Holding Co. | | | 5,018 | | | | 238,907 | |
South Jersey Industries, Inc. | | | 6,472 | | | | 219,077 | |
Southwest Gas Holdings, Inc. | | | 6,603 | | | | 514,044 | |
| | | | | | | 1,137,102 | |
Hand/Machine Tools — 0.4% | | | | | | | | |
Franklin Electric Co., Inc. | | | 1,896 | | | | 164,668 | |
Hurco Cos., Inc. | | | 50,600 | | | | 1,228,062 | |
MSA Safety, Inc. | | | 2,547 | | | | 302,736 | |
| | | | | | | 1,695,466 | |
Healthcare-Products — 3.7% | | | | | | | | |
ABIOMED, Inc.* | | | 1,453 | | | | 376,734 | |
Adaptive Biotechnologies Corp.* | | | 25,751 | | | | 229,699 | |
Alphatec Holdings, Inc.* | | | 121,463 | | | | 921,904 | |
Atrion Corp. | | | 185 | | | | 111,731 | |
The accompanying notes are an integral part of the financial statements.
8
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Healthcare-Products — (Continued) |
Azenta, Inc | | | 8,222 | | | $ | 433,382 | |
BioLife Solutions, Inc.* | | | 13,301 | | | | 314,037 | |
Cerus Corp.* | | | 62,738 | | | | 257,853 | |
Cutera, Inc.* | | | 17,338 | | | | 827,889 | |
Establishment Labs Holdings, Inc.* | | | 10,203 | | | | 634,423 | |
Glaukos Corp.* | | | 2,779 | | | | 134,920 | |
Haemonetics Corp.* | | | 7,682 | | | | 576,380 | |
ICU Medical, Inc.* | | | 3,767 | | | | 598,953 | |
Inari Medical, Inc.* | | | 5,113 | | | | 354,587 | |
Inspire Medical Systems, Inc.* | | | 4,650 | | | | 890,428 | |
Integra LifeSciences Holdings Corp.* | | | 3,088 | | | | 147,328 | |
Lantheus Holdings, Inc.* | | | 30,322 | | | | 2,389,374 | |
Masimo Corp.* | | | 2,530 | | | | 371,632 | |
Meridian Bioscience, Inc.* | | | 2,767 | | | | 90,177 | |
Merit Medical Systems, Inc.* | | | 3,088 | | | | 182,902 | |
Neogen Corp.* | | | 4,620 | | | | 96,558 | |
NuVasive, Inc.* | | | 789 | | | | 33,540 | |
Omnicell, Inc.* | | | 4,226 | | | | 432,278 | |
Orthofix Medical, Inc.* | | | 3,487 | | | | 69,391 | |
OrthoPediatrics Corp.* | | | 8,352 | | | | 410,000 | |
Patterson Cos Inc. | | | 32,899 | | | | 917,553 | |
PROCEPT BioRobotics Corp.* | | | 31,410 | | | | 1,271,477 | |
Repligen Corp.* | | | 4,162 | | | | 913,018 | |
SeaSpine Holdings Corp.* | | | 57,641 | | | | 368,902 | |
SI-BONE, Inc.* | | | 29,016 | | | | 478,764 | |
Treace Medical Concepts, Inc.* | | | 29,506 | | | | 591,005 | |
Varex Imaging Corp.* | | | 7,739 | | | | 163,215 | |
West Pharmaceutical Services, Inc. | | | 2,836 | | | | 841,413 | |
| | | | | | | 16,431,447 | |
Healthcare-Services — 1.0% | | | | | | | | |
Addus HomeCare Corp.* | | | 1,574 | | | | 140,432 | |
Amedisys, Inc.* | | | 4,986 | | | | 590,592 | |
Chemed Corp. | | | 621 | | | | 295,714 | |
Ensign Group, Inc., (The) | | | 2,982 | | | | 254,365 | |
LHC Group, Inc.* | | | 2,720 | | | | 439,198 | |
Pediatrix Medical Group, Inc.* | | | 44,894 | | | | 800,011 | |
ModivCare, Inc.* | | | 2,212 | | | | 239,604 | |
National HealthCare Corp. | | | 785 | | | | 54,518 | |
Pennant Group Inc., (The)* | | | 1,035 | | | | 16,218 | |
RadNet, Inc.* | | | 45,785 | | | | 919,821 | |
Surgery Partners, Inc.* | | | 11,539 | | | | 317,669 | |
Thorne HealthTech, Inc.* | | | 69,183 | | | | 323,776 | |
US Physical Therapy, Inc. | | | 1,232 | | | | 101,776 | |
| | | | | | | 4,493,694 | |
Home Builders — 0.7% | | | | | | | | |
Century Communities, Inc. | | | 9,495 | | | | 443,321 | |
Installed Building Products, Inc. | | | 3,100 | | | | 280,736 | |
| | Number of Shares | | | Value | |
Home Builders — (Continued) |
LCI Industries | | | 2,012 | | | $ | 233,130 | |
LGI Homes, Inc.* | | | 5,792 | | | | 549,719 | |
M/I Homes, Inc.* | | | 5,874 | | | | 253,992 | |
MDC Holdings, Inc. | | | 4,389 | | | | 136,410 | |
Skyline Champion Corp.* | | | 15,771 | | | | 893,743 | |
Winnebago Industries, Inc. | | | 5,231 | | | | 301,201 | |
| | | | | | | 3,092,252 | |
Home Furnishings — 0.2% | | | | | | | | |
Hamilton Beach Brands Holding Co., Class A | | | 6,950 | | | | 85,833 | |
iRobot Corp.* | | | 968 | | | | 56,996 | |
Sleep Number Corp.* | | | 13,940 | | | | 577,534 | |
| | | | | | | 720,363 | |
Household Products/Wares — 0.1% | | | | |
Central Garden & Pet Co.* | | | 2,315 | | | | 92,415 | |
Quanex Building Products Corp. | | | 6,753 | | | | 150,592 | |
WD-40 Co. | | | 1,558 | | | | 294,711 | |
| | | | | | | 537,718 | |
Housewares — 0.4% | | | | | | | | |
Lifetime Brands, Inc. | | | 159,883 | | | | 1,426,157 | |
Tupperware Brands Corp.* | | | 20,372 | | | | 228,981 | |
| | | | | | | 1,655,138 | |
Insurance — 2.7% | | | | | | | | |
American Equity Investment Life Holding Co. | | | 54,876 | | | | 2,085,288 | |
AMERISAFE, Inc. | | | 965 | | | | 46,146 | |
Axis Capital Holdings Ltd. | | | 28,437 | | | | 1,511,427 | |
BRP Group, Inc., Class A* | | | 41,990 | | | | 1,318,486 | |
Donegal Group, Inc., Class A | | | 5,484 | | | | 79,628 | |
Employers Holdings, Inc. | | | 3,627 | | | | 142,033 | |
Genworth Financial, Inc., Class A* | | | 268,223 | | | | 1,131,901 | |
HCI Group, Inc. | | | 2,480 | | | | 118,519 | |
Heritage Insurance Holdings, Inc. | | | 1,300 | | | | 3,432 | |
Horace Mann Educators Corp. | | | 1,864 | | | | 66,675 | |
James River Group Holdings Ltd. | | | 17,313 | | | | 411,357 | |
NMI Holdings, Inc., Class A* | | | 9,565 | | | | 196,370 | |
Palomar Holdings, Inc.* | | | 18,949 | | | | 1,502,466 | |
RLI Corp. | | | 1,478 | | | | 162,225 | |
Safety Insurance Group, Inc. | | | 1,668 | | | | 150,203 | |
Selective Insurance Group, Inc. | | | 3,866 | | | | 307,038 | |
Stewart Information Services Corp. | | | 2,200 | | | | 111,408 | |
United Fire Group, Inc. | | | 2,567 | | | | 75,547 | |
Universal Insurance Holdings, Inc. | | | 6,184 | | | | 73,837 | |
White Mountains Insurance Group Ltd. | | | 1,784 | | | | 2,444,080 | |
| | | | | | | 11,938,066 | |
The accompanying notes are an integral part of the financial statements.
9
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Internet — 1.2% | | | | | | | | |
ChannelAdvisor Corp.* | | | 38,897 | | | $ | 586,956 | |
Cogent Communications Holdings, Inc. | | | 1,297 | | | | 69,065 | |
Couchbase, Inc.* | | | 40,636 | | | | 674,151 | |
ePlus, Inc.* | | | 27,255 | | | | 1,284,256 | |
Eventbrite, Inc., Class A* | | | 43,341 | | | | 308,154 | |
HealthStream, Inc.* | | | 6,987 | | | | 154,622 | |
Liquidity Services, Inc.* | | | 35,894 | | | | 627,786 | |
Perion Network Ltd.* | | | 21,662 | | | | 442,988 | |
TechTarget, Inc.* | | | 2,423 | | | | 157,253 | |
Tucows, Inc., Class A* | | | 2,582 | | | | 121,328 | |
Yelp, Inc.* | | | 27,739 | | | | 947,842 | |
| | | | | | | 5,374,401 | |
Investment Companies — 0.3% | | | | | | | | |
Cannae Holdings, Inc.* | | | 69,782 | | | | 1,507,989 | |
Iron/Steel — 0.4% | | | | | | | | |
ATI, Inc.* | | | 52,411 | | | | 1,568,661 | |
Carpenter Technology Corp. | | | 11,908 | | | | 404,515 | |
| | | | | | | 1,973,176 | |
Leisure Time — 0.6% | | | | | | | | |
Callaway Golf Co.* | | | 4,678 | | | | 103,524 | |
Lindblad Expeditions Holdings, Inc.* | | | 30,817 | | | | 238,216 | |
OneSpaWorld Holdings Ltd.* | | | 38,641 | | | | 340,427 | |
Planet Fitness, Inc., Class A* | | | 2,907 | | | | 196,949 | |
Vista Outdoor, Inc.* | | | 14,337 | | | | 403,157 | |
Xponential Fitness, Inc., Class A* | | | 75,743 | | | | 1,388,369 | |
| | | | | | | 2,670,642 | |
Lodging — 0.4% | | | | | | | | |
Boyd Gaming Corp. | | | 4,776 | | | | 259,958 | |
Full House Resorts, Inc.* | | | 44,922 | | | | 302,774 | |
Playa Hotels & Resorts NV* | | | 211,757 | | | | 1,389,126 | |
| | | | | | | 1,951,858 | |
Machinery-Construction & Mining — 0.4% | | | | | | | | |
Argan, Inc. | | | 26,500 | | | | 916,635 | |
Astec Industries, Inc. | | | 3,361 | | | | 128,323 | |
Bloom Energy Corp., Class A* | | | 13,765 | | | | 349,769 | |
BWX Technologies, Inc. | | | 6,354 | | | | 331,234 | |
| | | | | | | 1,725,961 | |
Machinery-Diversified — 1.1% | | | | | | | | |
Albany International Corp., Class A | | | 1,126 | | | | 99,302 | |
Applied Industrial Technologies, Inc. | | | 1,045 | | | | 110,791 | |
Chart Industries, Inc.* | | | 5,860 | | | | 1,136,020 | |
Enovis Corp.* | | | 4,890 | | | | 247,678 | |
Esab Corp. | | | 8,960 | | | | 368,166 | |
Kornit Digital Ltd.* | | | 5,340 | | | | 165,967 | |
| | Number of Shares | | | Value | |
Machinery-Diversified — (Continued) |
Lindsay Corp. | | | 3,672 | | | $ | 588,842 | |
Tennant Co. | | | 2,414 | | | | 145,685 | |
Toro Co., (The) | | | 5,348 | | | | 443,510 | |
Twin Disc, Inc.* | | | 183,595 | | | | 1,707,434 | |
| | | | | | | 5,013,395 | |
Media — 0.1% | | | | | | | | |
EW Scripps Co., (The), Class A* | | | 6,465 | | | | 96,652 | |
Liberty Latin America Ltd., Class C* | | | 44,088 | | | | 307,293 | |
Scholastic Corp. | | | 5,613 | | | | 257,693 | |
| | | | | | | 661,638 | |
Metal Fabricate/Hardware — 1.5% | | | | |
AZZ, Inc. | | | 1,964 | | | | 83,686 | |
Mueller Industries, Inc. | | | 5,975 | | | | 377,441 | |
Northwest Pipe Co.* | | | 103,910 | | | | 3,289,791 | |
Standex International Corp. | | | 1,485 | | | | 134,259 | |
Strattec Security Corp.* | | | 49,880 | | | | 1,361,724 | |
Xometry, Inc., Class A* | | | 30,056 | | | | 1,473,044 | |
| | | | | | | 6,719,945 | |
Mining — 0.5% | | | | | | | | |
Century Aluminum Co.* | | | 18,637 | | | | 143,878 | |
Energy Fuels, Inc.* | | | 81,846 | | | | 664,589 | |
Kaiser Aluminum Corp. | | | 3,076 | | | | 220,734 | |
Livent Corp.* | | | 4,171 | | | | 134,223 | |
Uranium Energy Corp.* | | | 194,947 | | | | 881,160 | |
| | | | | | | 2,044,584 | |
Miscellaneous Manufacturing — 0.7% | | | | |
Axon Enterprise, Inc.* | | | 5,340 | | | | 623,071 | |
EnPro Industries, Inc. | | | 4,961 | | | | 449,268 | |
ESCO Technologies, Inc. | | | 1,920 | | | | 156,346 | |
Fabrinet* | | | 7,774 | | | | 799,478 | |
John Bean Technologies Corp. | | | 2,493 | | | | 257,427 | |
Materion Corp. | | | 2,877 | | | | 248,314 | |
Myers Industries, Inc. | | | 2,441 | | | | 47,160 | |
Park Aerospace Corp. | | | 54,991 | | | | 632,947 | |
Sturm Ruger & Co., Inc. | | | 968 | | | | 50,578 | |
| | | | | | | 3,264,589 | |
Office Furnishings — 0.0% | | | | | | | | |
Interface, Inc. | | | 5,954 | | | | 66,506 | |
Office/Business Equipment — 0.0% | | | | |
Pitney Bowes, Inc. | | | 13,705 | | | | 39,607 | |
Oil & Gas — 2.8% | | | | | | | | |
Centennial Resource Development Inc., Class A* | | | 120,231 | | | | 989,501 | |
Evolution Petroleum Corp. | | | 53,143 | | | | 368,813 | |
Helmerich & Payne, Inc. | | | 4,567 | | | | 195,239 | |
HF Sinclair Corp. | | | 14,609 | | | | 768,872 | |
Matador Resources Co. | | | 22,314 | | | | 1,329,914 | |
Nabors Industries Ltd.* | | | 628 | | | | 83,216 | |
The accompanying notes are an integral part of the financial statements.
10
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Oil & Gas — (Continued) |
Patterson-UTI Energy, Inc. | | | 129,112 | | | $ | 1,923,769 | |
PBF Energy, Inc., Class A* | | | 5,245 | | | | 179,169 | |
PDC Energy, Inc. | | | 21,646 | | | | 1,469,980 | |
Range Resources Corp.* | | | 29,237 | | | | 960,728 | |
Ranger Oil Corp., Class A | | | 27,486 | | | | 1,071,679 | |
SM Energy Co. | | | 25,184 | | | | 1,109,859 | |
Southwestern Energy Co.* | | | 112,602 | | | | 843,389 | |
Talos Energy, Inc.* | | | 23,929 | | | | 496,048 | |
Vertex Energy, Inc.* | | | 86,736 | | | | 737,256 | |
| | | | | | | 12,527,432 | |
Oil & Gas Services — 1.2% | | | | | | | | |
DMC Global, Inc.* | | | 44,400 | | | | 991,008 | |
Dril-Quip, Inc.* | | | 2,609 | | | | 57,737 | |
Helix Energy Solutions Group, Inc.* | | | 41,891 | | | | 180,969 | |
MRC Global, Inc.* | | | 7,000 | | | | 68,110 | |
Natural Gas Services Group, Inc.* | | | 181,610 | | | | 2,021,319 | |
NexTier Oilfield Solutions, Inc.* | | | 72,224 | | | | 676,739 | |
NOW, Inc.* | | | 14,472 | | | | 175,401 | |
Oceaneering International, Inc.* | | | 48,849 | | | | 432,314 | |
Profire Energy, Inc.* | | | 564,330 | | | | 620,763 | |
Select Energy Services, Inc., Class A* | | | 8,411 | | | | 59,802 | |
| | | | | | | 5,284,162 | |
Packaging & Containers — 0.4% | | | | |
Karat Packaging, Inc.* | | | 40,640 | | | | 727,050 | |
Matthews International Corp., Class A | | | 5,499 | | | | 137,530 | |
O-I Glass, Inc.* | | | 6,528 | | | | 84,929 | |
TriMas Corp. | | | 35,247 | | | | 969,997 | |
| | | | | | | 1,919,506 | |
Pharmaceuticals — 1.7% | | | | | | | | |
Aerie Pharmaceuticals, Inc.* | | | 6,504 | | | | 98,210 | |
Alector, Inc.* | | | 13,353 | | | | 138,204 | |
Amphastar Pharmaceuticals, Inc.* | | | 6,771 | | | | 200,422 | |
Anika Therapeutics, Inc.* | | | 3,736 | | | | 84,434 | |
Corcept Therapeutics, Inc.* | | | 5,448 | | | | 140,667 | |
Covetrus, Inc.* | | | 7,711 | | | | 160,929 | |
Embecta Corp. | | | 3,950 | | | | 126,084 | |
Enanta Pharmaceuticals, Inc.* | | | 4,093 | | | | 249,182 | |
Ironwood Pharmaceuticals, Inc.* | | | 9,019 | | | | 97,044 | |
KalVista Pharmaceuticals Inc.* | | | 13,213 | | | | 217,618 | |
Merus NV* | | | 46,885 | | | | 1,110,237 | |
Morphic Holding, Inc.* | | | 8,218 | | | | 226,159 | |
Option Care Health, Inc.* | | | 11,631 | | | | 360,096 | |
Owens & Minor, Inc. | | | 7,220 | | | | 213,062 | |
Pacira BioSciences, Inc.* | | | 815 | | | | 42,771 | |
Premier, Inc., Class A | | | 59,941 | | | | 2,112,321 | |
| | Number of Shares | | | Value | |
Pharmaceuticals — (Continued) |
Prestige Consumer Healthcare, Inc.* | | | 5,420 | | | $ | 274,144 | |
Relmada Therapeutics, Inc.* | | | 2,558 | | | | 74,540 | |
Supernus Pharmaceuticals, Inc.* | | | 2,601 | | | | 89,032 | |
USANA Health Sciences, Inc.* | | | 2,372 | | | | 153,041 | |
Vanda Pharmaceuticals, Inc.* | | | 4,553 | | | | 48,171 | |
Vaxcyte, Inc.* | | | 34,028 | | | | 890,173 | |
Y-mAbs Therapeutics, Inc.* | | | 19,929 | | | | 320,458 | |
| | | | | | | 7,426,999 | |
Pipelines — 0.4% | | | | | | | | |
Golar LNG Ltd.* | | | 62,975 | | | | 1,717,328 | |
Real Estate — 0.7% | | | | | | | | |
Anywhere Real Estate, Inc.* | | | 7,502 | | | | 73,294 | |
Marcus & Millichap, Inc. | | | 1,931 | | | | 72,181 | |
McGrath RentCorp | | | 26,891 | | | | 2,272,827 | |
Newmark Group, Inc., Class A | | | 29,808 | | | | 305,532 | |
RE/MAX Holdings, Inc., Class A | | | 5,668 | | | | 129,004 | |
RMR Group, Inc. (The), Class A | | | 1,828 | | | | 47,601 | |
| | | | | | | 2,900,439 | |
REITS — 3.2% | | | | | | | | |
Agree Realty Corp. | | | 1,641 | | | | 123,600 | |
Alexander & Baldwin, Inc. | | | 4,543 | | | | 85,090 | |
Alexander’s, Inc. | | | 1,344 | | | | 318,394 | |
Alpine Income Property Trust, Inc. | | | 122,664 | | | | 2,226,352 | |
Apollo Commercial Real Estate Finance, Inc. | | | 44,054 | | | | 513,229 | |
Bluerock Residential Growth REIT, Inc. | | | 1,822 | | | | 48,556 | |
CareTrust REIT, Inc. | | | 11,531 | | | | 248,378 | |
CatchMark Timber Trust, Inc., Class A | | | 13,392 | | | | 142,625 | |
Centerspace | | | 3,158 | | | | 238,050 | |
Chatham Lodging Trust* | | | 17,141 | | | | 208,435 | |
Community Healthcare Trust, Inc. | | | 2,769 | | | | 102,148 | |
CTO Realty Growth, Inc. | | | 3,783 | | | | 79,859 | |
DiamondRock Hospitality Co.* | | | 13,130 | | | | 114,625 | |
Diversified Healthcare Trust | | | 23,346 | | | | 34,085 | |
Easterly Government Properties, Inc. | | | 16,631 | | | | 298,526 | |
EastGroup Properties, Inc. | | | 2,590 | | | | 427,428 | |
Farmland Partners, Inc. | | | 4,288 | | | | 62,219 | |
Getty Realty Corp. | | | 5,173 | | | | 155,604 | |
Global Medical REIT, Inc. | | | 168,570 | | | | 1,827,299 | |
Great Ajax Corp. | | | 201,011 | | | | 1,819,149 | |
Healthcare Realty Trust, Inc. | | | 2,820 | | | | 68,583 | |
Kite Realty Group Trust | | | 7,450 | | | | 144,232 | |
KKR Real Estate Finance Trust, Inc. | | | 9,611 | | | | 185,108 | |
LTC Properties, Inc. | | | 5,085 | | | | 228,266 | |
The accompanying notes are an integral part of the financial statements.
11
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
REITS — (Continued) |
LXP Industrial Trust | | | 12,112 | | | $ | 121,847 | |
Medical Properties Trust, Inc. | | | 5,867 | | | | 85,717 | |
National Health Investors, Inc. | | | 3,090 | | | | 202,426 | |
New York Mortgage Trust, Inc. | | | 183,589 | | | | 514,049 | |
NexPoint Residential Trust, Inc. | | | 2,319 | | | | 122,490 | |
Office Properties Income Trust | | | 7,143 | | | | 125,502 | |
One Liberty Properties, Inc. | | | 1,957 | | | | 47,262 | |
PennyMac Mortgage Investment Trust | | | 24,404 | | | | 362,399 | |
Ready Capital Corp. | | | 6,588 | | | | 86,303 | |
Redwood Trust, Inc. | | | 77,920 | | | | 603,880 | |
Retail Opportunity Investments Corp. | | | 28,261 | | | | 473,372 | |
Saul Centers, Inc. | | | 4,226 | | | | 187,169 | |
Tanger Factory Outlet Centers, Inc. | | | 33,410 | | | | 515,182 | |
Uniti Group, Inc. | | | 1,231 | | | | 11,559 | |
Universal Health Realty Income Trust | | | 6,487 | | | | 330,123 | |
Urstadt Biddle Properties, Inc., Class A | | | 11,163 | | | | 186,645 | |
Veris Residential, Inc.* | | | 4,857 | | | | 65,278 | |
Washington Real Estate Investment Trust | | | 2,408 | | | | 47,221 | |
Whitestone REIT | | | 16,868 | | | | 165,981 | |
| | | | | | | 13,954,245 | |
Retail — 5.3% | | | | | | | | |
Asbury Automotive Group, Inc.* | | | 6,470 | | | | 1,128,886 | |
Aspen Aerogels, Inc.* | | | 33,140 | | | | 431,151 | |
Big Lots, Inc. | | | 7,174 | | | | 147,569 | |
BJ’s Restaurants, Inc.* | | | 7,047 | | | | 176,739 | |
BJ’s Wholesale Club Holdings, Inc.* | | | 36,443 | | | | 2,714,639 | |
Bloomin’ Brands, Inc. | | | 20,453 | | | | 413,560 | |
Boot Barn Holdings, Inc.* | | | 5,509 | | | | 367,010 | |
Buckle, Inc., (The) | | | 2,951 | | | | 95,258 | |
Build-A-Bear Workshop, Inc. | | | 142,850 | | | | 2,188,462 | |
Caleres, Inc. | | | 25,629 | | | | 654,052 | |
Casey’s General Stores, Inc. | | | 1,888 | | | | 403,598 | |
Chuy’s Holdings, Inc.* | | | 3,285 | | | | 73,354 | |
Dave & Buster’s Entertainment, Inc.* | | | 14,594 | | | | 603,316 | |
Designer Brands, Inc., Class A | | | 23,923 | | | | 408,126 | |
Destination XL Group, Inc.* | | | 391,880 | | | | 2,159,259 | |
Dine Brands Gloab, Inc. | | | 1,134 | | | | 75,524 | |
Dutch Bros, Inc., Class A* | | | 5,760 | | | | 210,240 | |
El Pollo Loco Holdings, Inc.* | | | 9,027 | | | | 81,694 | |
FirstCash Holdings, Inc. | | | 2,930 | | | | 228,423 | |
Five Below, Inc.* | | | 3,696 | | | | 472,645 | |
Freshpet, Inc.* | | | 6,837 | | | | 297,615 | |
Genesco, Inc.* | | | 1,975 | | | | 111,746 | |
| | Number of Shares | | | Value | |
Retail — (Continued) |
GMS, Inc.* | | | 16,779 | | | $ | 808,748 | |
Group 1 Automotive, Inc. | | | 2,270 | | | | 405,399 | |
Guess?, Inc. | | | 12,246 | | | | 213,938 | |
Hibbett, Inc. | | | 1,413 | | | | 82,802 | |
Kura Sushi USA, Inc., Class A* | | | 19,247 | | | | 1,438,906 | |
Lithia Motors, Inc. | | | 382 | | | | 101,398 | |
MSC Industrial Direct Co., Inc., Class A | | | 6,984 | | | | 553,203 | |
Murphy USA, Inc. | | | 5,647 | | | | 1,638,590 | |
Ollie’s Bargain Outlet Holdings, Inc.* | | | 6,111 | | | | 337,999 | |
Papa John’s International, Inc. | | | 5,554 | | | | 448,930 | |
PC Connection, Inc. | | | 968 | | | | 48,090 | |
PetMed Express, Inc. | | | 4,164 | | | | 85,653 | |
PriceSmart, Inc. | | | 1,079 | | | | 68,268 | |
RH* | | | 2,399 | | | | 613,928 | |
Shake Shack, Inc., Class A* | | | 8,428 | | | | 401,678 | |
Shoe Carnival, Inc. | | | 6,304 | | | | 149,972 | |
Signet Jewelers Ltd. | | | 5,100 | | | | 333,387 | |
Texas Roadhouse, Inc. | | | 7,162 | | | | 635,699 | |
Tilly’s, Inc. | | | 86,100 | | | | 645,750 | |
Wingstop, Inc. | | | 3,135 | | | | 356,951 | |
World Fuel Services Corp. | | | 19,749 | | | | 509,524 | |
Zumiez, Inc.* | | | 3,678 | | | | 95,481 | |
| | | | | | | 23,417,160 | |
Savings & Loans — 1.5% | | | | | | | | |
Axos Financial, Inc.* | | | 3,461 | | | | 144,601 | |
Banc of California, Inc. | | | 5,748 | | | | 97,026 | |
Berkshire Hills Bancorp, Inc. | | | 17,583 | | | | 496,016 | |
Brookline Bancorp, Inc. | | | 4,100 | | | | 51,127 | |
Eagle Bancorp Montana, Inc. | | | 73,660 | | | | 1,421,638 | |
FS Bancorp, Inc. | | | 66,364 | | | | 1,971,674 | |
Northfield Bancorp, Inc. | | | 4,651 | | | | 68,556 | |
Northwest Bancshares, Inc. | | | 5,826 | | | | 81,972 | |
Pacific Premier Bancorp, Inc. | | | 8,033 | | | | 263,161 | |
Provident Financial Services, Inc. | | | 10,750 | | | | 249,722 | |
Riverview Bancorp, Inc. | | | 239,710 | | | | 1,689,956 | |
| | | | | | | 6,535,449 | |
Semiconductors — 4.3% | | | | | | | | |
Allegro MicroSystems, Inc.* | | | 18,483 | | | | 431,024 | |
Amtech Systems, Inc.* | | | 249,720 | | | | 2,771,892 | |
Axcelis Technologies, Inc.* | | | 23,863 | | | | 1,597,389 | |
AXT, Inc.* | | | 303,422 | | | | 2,606,395 | |
Cirrus Logic, Inc.* | | | 3,525 | | | | 270,332 | |
Entegris, Inc. | | | 712 | | | | 67,555 | |
FormFactor, Inc.* | | | 13,690 | | | | 400,843 | |
Impinj, Inc.* | | | 29,950 | | | | 2,673,936 | |
inTEST Corp.* | | | 253,210 | | | | 2,248,505 | |
Kulicke & Soffa Industries, Inc. | | | 6,419 | | | | 269,855 | |
Lattice Semiconductor Corp.* | | | 6,933 | | | | 373,689 | |
The accompanying notes are an integral part of the financial statements.
12
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Semiconductors — (Continued) |
MKS Instruments, Inc. | | | 1,371 | | | $ | 136,565 | |
Monolithic Power Systems, Inc. | | | 1,952 | | | | 884,607 | |
Onto Innovation, Inc.* | | | 7,798 | | | | 553,580 | |
Photronics, Inc.* | | | 104,035 | | | | 1,747,788 | |
Power Integrations, Inc. | | | 9,598 | | | | 686,545 | |
Semtech Corp.* | | | 5,218 | | | | 241,020 | |
Silicon Laboratories, Inc.* | | | 2,216 | | | | 277,731 | |
SMART Global Holdings, Inc.* | | | 34,278 | | | | 629,001 | |
Veeco Instruments, Inc.* | | | 3,472 | | | | 73,398 | |
| | | | | | | 18,941,650 | |
Software — 2.8% | | | | | | | | |
ACI Worldwide, Inc.* | | | 46,120 | | | | 1,093,044 | |
Agilysys, Inc.* | | | 14,704 | | | | 761,226 | |
Alkami Technology, Inc.* | | | 45,964 | | | | 666,478 | |
Alteryx, Inc., Class A* | | | 5,482 | | | | 341,638 | |
Apollo Medical Holdings, Inc.* | | | 1,002 | | | | 43,216 | |
Asure Software, Inc.* | | | 4,120 | | | | 22,413 | |
BigCommerce Holdings, Inc.* | | | 23,885 | | | | 398,163 | |
Blackbaud, Inc.* | | | 799 | | | | 41,788 | |
Blackline, Inc.* | | | 5,344 | | | | 363,071 | |
BM Technologies, Inc.* | | | 1,100 | | | | 6,952 | |
Computer Programs & Systems, Inc.* | | | 36,865 | | | | 1,124,751 | |
Concentrix Corp. | | | 830 | | | | 104,397 | |
CSG Systems International, Inc. | | | 2,981 | | | | 172,451 | |
Digi International, Inc.* | | | 23,767 | | | | 786,925 | |
Docebo, Inc.* | | | 25,363 | | | | 762,158 | |
DoubleVerify Holdings, Inc.* | | | 17,542 | | | | 453,461 | |
Doximity, Inc., Class A* | | | 11,566 | | | | 383,876 | |
Expensify, Inc., Class A* | | | 21,711 | | | | 393,620 | |
Five9, Inc.* | | | 4,103 | | | | 402,545 | |
HireRight Holdings Corp.* | | | 46,414 | | | | 754,692 | |
Jamf Holding Corp.* | | | 14,484 | | | | 346,892 | |
JFrog Ltd.* | | | 19,426 | | | | 410,860 | |
LivePerson, Inc.* | | | 9,192 | | | | 106,627 | |
ManTech International Corp., Class A | | | 2,301 | | | | 220,689 | |
PagerDuty, Inc.* | | | 11,627 | | | | 302,767 | |
Phreesia, Inc.* | | | 31,413 | | | | 806,058 | |
Progress Software Corp. | | | 5,306 | | | | 255,378 | |
Sprout Social, Inc., Class A* | | | 5,841 | | | | 350,694 | |
Take-Two Interactive Software, Inc.* | | | 3,504 | | | | 429,450 | |
| | | | | | | 12,306,280 | |
Telecommunications — 1.7% | | | | | | | | |
A10 Networks, Inc. | | | 29,036 | | | | 403,601 | |
ADTRAN Holdings, Inc. | | | 2,355 | | | | 54,730 | |
ATN International, Inc. | | | 2,975 | | | | 139,379 | |
Aviat Networks, Inc.* | | | 21,566 | | | | 675,016 | |
Calix, Inc.* | | | 23,513 | | | | 1,383,740 | |
| | Number of Shares | | | Value | |
Telecommunications — (Continued) |
Clearfield, Inc.* | | | 16,730 | | | $ | 1,942,520 | |
Extreme Networks, Inc.* | | | 88,905 | | | | 1,274,009 | |
Harmonic, Inc.* | | | 60,662 | | | | 683,054 | |
IDT Corp., Class B* | | | 3,111 | | | | 79,548 | |
Iridium Communications, Inc.* | | | 9,628 | | | | 427,387 | |
NETGEAR, Inc.* | | | 615 | | | | 14,508 | |
Shenandoah Telecommunications Co. | | | 6,056 | | | | 134,988 | |
United States Cellular Corp.* | | | 2,249 | | | | 64,299 | |
Viavi Solutions, Inc.* | | | 23,640 | | | | 332,851 | |
| | | | | | | 7,609,630 | |
Textiles — 0.5% | | | | | | | | |
UniFirst Corp. | | | 11,557 | | | | 2,083,265 | |
Toys/Games/Hobbies — 0.4% | | | | | | | | |
Funko, Inc., Class A* | | | 59,358 | | | | 1,321,903 | |
JAKKS Pacific, Inc.* | | | 12,529 | | | | 280,649 | |
| | | | | | | 1,602,552 | |
Transportation — 2.0% | | | | | | | | |
Air Transport Services Group, Inc.* | | | 150,002 | | | | 4,519,560 | |
ArcBest Corp. | | | 7,779 | | | | 626,443 | |
Forward Air Corp. | | | 9,106 | | | | 883,646 | |
Knight-Swift Transportation Holdings, Inc. | | | 1,873 | | | | 94,605 | |
Marten Transport Ltd. | | | 7,327 | | | | 145,148 | |
Matson, Inc. | | | 1,566 | | | | 115,352 | |
PAM Transportation Services, Inc.* | | | 36,826 | | | | 1,094,101 | |
Saia, Inc.* | | | 4,875 | | | | 1,008,296 | |
Scorpio Tankers, Inc. | | | 4,242 | | | | 176,467 | |
| | | | | | | 8,663,618 | |
Water — 0.1% | | | | | | | | |
American States Water Co. | | | 1,758 | | | | 145,861 | |
California Water Service Group | | | 1,969 | | | | 115,245 | |
York Water Co., (The) | | | 2,246 | | | | 98,757 | |
| | | | | | | 359,863 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $296,664,635) | | | | | | | 394,595,430 | |
| | | | | | | | |
RIGHTS — 0.0% | | | | | | | | |
Machinery -Diversified — 0.0% | | | | | | | | |
EVERCEL INC CVR* | | | 350,100 | | | | — | |
TOTAL RIGHTS | | | | | | | | |
(Cost $ —) | | | | | | | — | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
13
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (CONCLUDED)
August 31, 2022
| | Number of Shares | | | Value | |
WARRANTS — 0.0% | | | | | | | | |
Biotechnology — 0.0% | | | | | | | | |
EQRx, Inc.* | | | 16,581 | | | $ | 15,254 | |
TOTAL WARRANTS | | | | | | | | |
(Cost $28,553) | | | | | | | 15,254 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 10.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 45,905,618 | | | | 45,905,618 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $45,905,618) | | | | | | | 45,905,618 | |
TOTAL INVESTMENTS — 99.8% | | | | | | | | |
(Cost $342,598,806) | | | | | | | 440,516,302 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 961,388 | |
NET ASSETS — 100.0% | | | | | | $ | 441,477,690 | |
* Non-income producing security
(a) | The rate shown is as of August 31, 2022. |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
The accompanying notes are an integral part of the financial statements.
14
ADARA SMALLER COMPANIES FUND
STATEMENT of Assets and Liabilities
August 31, 2022
ASSETS | | | | |
Investments, at value (cost $296,693,188) | | $ | 394,610,684 | |
Short-term investments, at value (cost $45,905,618) | | | 45,905,618 | |
Receivables for: | | | | |
Investments sold | | | 1,142,961 | |
Dividends | | | 266,688 | |
Capital shares sold | | | 449,230 | |
Prepaid expenses and other assets | | | 40,869 | |
Total assets | | | 442,416,050 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 508,806 | |
Capital shares redeemed | | | 55,020 | |
Sub-advisory fees | | | 246,547 | |
Other accrued expenses and liabilities | | | 127,987 | |
Total liabilities | | | 938,360 | |
Net assets | | $ | 441,477,690 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 30,679 | |
Paid-in capital | | | 350,894,869 | |
Total distributable earnings/(loss) | | | 90,552,142 | |
Net assets | | $ | 441,477,690 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | | 441,477,690 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 30,679,428 | |
Net asset value, offering and redemption price per share | | $ | 14.39 | |
The accompanying notes are an integral part of the financial statements.
15
ADARA SMALLER COMPANIES FUND
Statement of Operations
FOR THE YEAR ENDED August 31, 2022
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $7,180) | | $ | 4,506,229 | |
Total investment income | | | 4,506,229 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 3,389,193 | |
Administration and accounting services fees (Note 2) | | | 194,926 | |
Transfer agent fees (Note 2) | | | 59,487 | |
Director fees | | | 57,394 | |
Legal fees | | | 55,785 | |
Custodian fees (Note 2) | | | 47,979 | |
Officer fees | | | 43,269 | |
Registration and filing fees | | | 34,726 | |
Audit fees and tax services | | | 33,806 | |
Printing and shareholder reporting fees | | | 6,059 | |
Other expenses | | | 121,462 | |
Total expenses | | | 4,044,086 | |
Net investment income/(loss) | | | 462,143 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | 7,961,046 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (94,979,643 | ) |
Net realized and unrealized gain/(loss) on investments | | | (87,018,597 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (86,556,454 | ) |
The accompanying notes are an integral part of the financial statements.
16
ADARA SMALLER COMPANIES FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 462,143 | | | $ | (868,250 | ) |
Net realized gain/(loss) from investments | | | 7,961,046 | | | | 103,633,563 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (94,979,643 | ) | | | 105,939,183 | |
Net increase/(decrease) in net assets resulting from operations | | | (86,556,454 | ) | | | 208,704,496 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (105,103,713 | ) | | | (5,747,679 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (105,103,713 | ) | | | (5,747,679 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 47,018,138 | | | | 22,544,942 | |
Reinvestment of distributions | | | 86,226,516 | | | | 5,252,862 | |
Shares redeemed | | | (36,283,870 | ) | | | (56,019,750 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 96,960,784 | | | | (28,221,946 | ) |
Total increase/(decrease) in net assets | | | (94,699,383 | ) | | | 174,734,871 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 536,177,073 | | | | 361,442,202 | |
End of period | | $ | 441,477,690 | | | $ | 536,177,073 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 2,989,240 | | | | 1,248,118 | |
Shares reinvested | | | 4,890,897 | | | | 311,927 | |
Shares redeemed | | | (2,172,006 | ) | | | (2,921,970 | ) |
Net increase/(decrease) in shares | | | 5,708,131 | | | | (1,361,925 | ) |
The accompanying notes are an integral part of the financial statements.
17
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 21.47 | | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | | | $ | 12.94 | |
Net investment income/(loss)(1) | | | 0.02 | | | | (0.03 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | (2.88 | ) | | | 7.99 | | | | 1.33 | | | | (1.99 | ) | | | 4.36 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.86 | ) | | | 7.96 | | | | 1.32 | | | | (2.00 | ) | | | 4.35 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (4.22 | ) | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) |
Total dividends and distributions to shareholders | | | (4.22 | ) | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) |
Net asset value, end of period | | $ | 14.39 | | | $ | 21.47 | | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | |
Total investment return/(loss)(2) | | | (16.93 | )% | | | 58.41 | % | | | 10.47 | % | | | (11.16 | )% | | | 34.54 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 441,478 | | | $ | 536,177 | | | $ | 361,442 | | | $ | 291,859 | | | $ | 349,352 | |
Ratio of expenses to average net assets | | | 0.84 | % | | | 0.84 | % | | | 0.90 | % | | | 0.93 | % | | | 0.90 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.10 | % | | | (0.18 | )% | | | (0.08 | )% | | | (0.08 | )% | | | (0.07 | )% |
Portfolio turnover rate | | | 56 | % | | | 75 | % | | | 101 | % | | | 80 | % | | | 86 | % |
(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.
18
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2022
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 forty-eight 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 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Financial Statements is for the fiscal year ended August 31, 2022 (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.
19
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
The following is a summary of the inputs used, as of the end of the current fiscal period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 394,595,430 | | | $ | 394,595,430 | | | $ | — | | | $ | — | |
Rights | | | — | | | | — | | | | — | ** | | | — | |
Warrants | | | 15,254 | | | | 15,254 | | | | — | | | | — | |
Short-Term Investments | | | 45,905,618 | | | | 45,905,618 | | | | — | | | | — | |
Total Investments* | | $ | 440,516,302 | | | $ | 440,516,302 | | | $ | — | | | $ | — | |
* | Please refer to the 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 current fiscal period, the Fund had no Level 3 transfers.
REITS — The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a
20
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
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 The RBB Fund Trust (formerly, 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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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.
21
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
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 $3,389,193, or the rate of 0.71%.
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 $62,329.
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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 |
$255,897,460 | $289,497,549 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
22
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
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, 2022, 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) |
$345,369,549 | $120,471,149 | $(25,324,396) | $95,146,753 |
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, 2022, 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 |
$— | $— | $— | $95,146,753 | $(4,594,611) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2022 and August 31, 2021 was as follows:
| | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
2022 | | $ | 40,918,809 | | | $ | 64,184,904 | | | $ | 105,103,713 | |
2021 | | $ | — | | | $ | 5,747,679 | | | $ | 5,747,679 | |
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, 2022, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2022.
23
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2022
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2022, 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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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.
24
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, 2022, the related statement of operations for the year ended August 31, 2022, the statements of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2022 (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, 2022, 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, 2022 and the financial highlights for each of the five years in the period ended August 31, 2022 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, 2022 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, 2022
We have served as the auditor of one or more Altair Advisers, LLC investment companies since 2015.
25
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, the following dividends and distributions were paid by the Fund:
Ordinary income | long-term gains |
$40,918,809 | $64,184,904 |
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, 2022 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Adara Smaller Companies Fund | 7.69% |
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 | 7.61% |
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 | 98.94% |
Because the Fund’s 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 2023.
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.
26
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 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 11-12, 2022 (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.
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 one-year, three-year, and five-year periods ended March 31, 2022. The Directors also considered the Fund’s 1st quintile ranking within its Lipper Performance Group for the two-year, three-year, four-year, and five-year periods ended December 31, 2021.
27
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited)
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, 2023.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Adviser Program. The Adviser has delegated oversight of the Adviser Program to its Compliance Committee, whose process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period; (v) confirmation that the Fund did not breach 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) during the Period 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 the 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 the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
28
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
29
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (Continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74
| Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 55 | Independent Trustee of EIP Investment Trust (registered investment company) (until August 2022). |
30
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (Continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 55 | Fidelity National Information Services, Inc. (financial services technology company) Ameriprise Financial, Inc. (financial services company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
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 |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61
| Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
32
ADARA SMALLER COMPANIES FUND
Company 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series of the Company and The RBB Fund 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, 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
33
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 |
34
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. |
35
[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-AR22
AQUARIUS INTERNATIONAL FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2022
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, 2022 (UNAUDITED)
Dear Shareholder,
The Aquarius International Fund (the “Fund”) generated a return of -21.38% for the fiscal year ended August 31, 2022, as compared to the -19.10% return of the Fund’s benchmark, the MSCI ACWI ex USA Index, over the same period.
International equities were negatively impacted over the past year by rising commodity prices, higher interest rates, and geopolitical tensions including the war in Ukraine. Additionally, U.S. investors in international stocks faced headwinds from a strong dollar, with conversion back to the U.S. currency taking a large chunk out of returns.
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 top performing sub-adviser for the period was Setanta, with a return of -18.58%, followed by Aperio with a return of -18.74%, Driehaus with a return of -23.12% and Mawer with a return of -27.38%. The proportions of Fund assets allocated to the Fund’s sub-advisers at the end of the 2022 fiscal year were as follows: Mawer 33%, Setanta 29%, Driehaus 17% and Aperio 15%.
Altair continues to believe international equities 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 38% 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 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.
Fund holdings are subject to change and should not be considered recommendations to buy or sell any security. Please see the Schedule of Investments in this report for a complete list of fund holdings.
1
AQUARIUS INTERNATIONAL FUND
Annual Report
Performance Data
AUGUST 31, 2022 (UNAUDITED)
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTED IN AQUARIUS INTERNATIONAL FUND
VS. MSCI ACWI EX USA GROSS 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 Gross Index is unmanaged, and does not incur expenses and is not available for investment.
Average Annual Total Returns for the Period Ended August 31, 2022 |
| One Year | Three Year | Since Inception |
Aquarius International Fund | -21.38% | 1.22% | -0.57%* |
MSCI AC WORLD INDEX ex USA Gross Index | -19.10% | 3.33% | 0.73%** |
* | 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, 2021, 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 Gross Index captures large and mid cap representation across 22 of 23 Developed Markets (DM) countries (excluding the US) and 24 Emerging Markets (EM) countries. With 2,270 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, 2022 (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, 2022 through August 31, 2022 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, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Actual | $ 1,000.00 | $ 858.60 | $ 3.33 | 0.71% | -14.14% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,021.63 | 3.62 | 0.71% | 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, 2022 (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: | | | | | | | | |
Pharmaceuticals | | | 8.5 | % | | $ | 30,085,863 | |
Banks | | | 8.2 | | | | 29,144,083 | |
Semiconductors | | | 6.5 | | | | 23,023,339 | |
Insurance | | | 5.0 | | | | 17,923,850 | |
Oil & Gas | | | 3.8 | | | | 13,632,550 | |
Internet | | | 3.8 | | | | 13,627,423 | |
Beverages | | | 3.5 | | | | 12,439,299 | |
Distribution/Wholesale | | | 3.3 | | | | 11,754,179 | |
Telecommunications | | | 3.3 | | | | 11,676,656 | |
Commercial Services | | | 3.1 | | | | 11,022,316 | |
Healthcare-Products | | | 2.8 | | | | 9,825,950 | |
Retail | | | 2.3 | | | | 8,264,575 | |
Diversified Financial Services | | | 2.1 | | | | 7,618,782 | |
Apparel | | | 2.1 | | | | 7,327,546 | |
Investment Companies | | | 1.9 | | | | 6,647,289 | |
Media | | | 1.8 | | | | 6,382,333 | |
Software | | | 1.8 | | | | 6,246,491 | |
Aerospace/Defense | | | 1.7 | | | | 6,155,388 | |
Cosmetics/Personal Care | | | 1.7 | | | | 6,089,428 | |
Computers | | | 1.4 | | | | 4,912,715 | |
Chemicals | | | 1.4 | | | | 4,874,282 | |
Machinery-Diversified | | | 1.3 | | | | 4,714,533 | |
Food | | | 1.3 | | | | 4,616,569 | |
Mining | | | 1.2 | | | | 4,230,402 | |
Building Materials | | | 1.0 | | | | 3,460,974 | |
Water | | | 1.0 | | | | 3,446,148 | |
Transportation | | | 0.9 | | | | 3,052,458 | |
Airlines | | | 0.8 | | | | 2,978,711 | |
Machinery-Construction & Mining | | | 0.8 | | | | 2,920,199 | |
Real Estate | | | 0.7 | | | | 2,606,832 | |
Electric | | | 0.7 | | | | 2,525,641 | |
Electronics | | | 0.7 | | | | 2,457,913 | |
Auto Manufacturers | | | 0.7 | | | | 2,392,052 | |
Hand/Machine Tools | | | 0.5 | | | | 1,847,502 | |
Life Sciences Tools & Services | | | 0.5 | | | | 1,846,571 | |
Engineering & Construction | | | 0.5 | | | | 1,831,176 | |
Food Service | | | 0.5 | | | | 1,785,897 | |
Electrical Components & Equipment | | | 0.4 | | | | 1,495,995 | |
Biotechnology | | | 0.4 | | | | 1,348,257 | |
Private Equity | | | 0.3 | | | | 1,188,787 | |
REITS | | | 0.3 | % | | $ | 1,115,067 | |
Agriculture | | | 0.3 | | | | 944,305 | |
Iron/Steel | | | 0.2 | | | | 737,432 | |
Healthcare-Services | | | 0.2 | | | | 735,839 | |
Lodging | | | 0.2 | | | | 624,718 | |
Auto Parts & Equipment | | | 0.2 | | | | 544,234 | |
Shipbuilding | | | 0.1 | | | | 502,750 | |
Metal Fabricate/Hardware | | | 0.1 | | | | 487,432 | |
Energy-Alternate Sources | | | 0.1 | | | | 406,117 | |
Home Furnishings | | | 0.1 | | | | 393,647 | |
Miscellaneous Manufacturing | | | 0.1 | | | | 379,838 | |
Entertainment | | | 0.1 | | | | 337,788 | |
Household Products/Wares | | | 0.1 | | | | 331,475 | |
Holding Companies-Diversification | | | 0.1 | | | | 299,046 | |
Pipelines | | | 0.1 | | | | 293,944 | |
Gas | | | 0.1 | | | | 215,380 | |
Toys/Games/Hobbies | | | 0.1 | | | | 200,766 | |
Advertising | | | 0.1 | | | | 195,255 | |
Office/Business Equipment | | | 0.0 | | | | 151,934 | |
Leisure Time | | | 0.0 | | | | 117,051 | |
Home Builders | | | 0.0 | | | | 94,847 | |
Coal | | | 0.0 | | | | 94,088 | |
Forest Products & Paper | | | 0.0 | | | | 78,839 | |
Environmental Control | | | 0.0 | | | | 19,190 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
Diversified Financial Services | | | 0.4 | | | | 1,381,989 | |
PREFERRED STOCKS: | | | | | | | | |
Chemicals | | | 0.1 | | | | 427,662 | |
Cosmetics/Personal Care | | | 0.1 | | | | 372,295 | |
Banks | | | 0.1 | | | | 200,531 | |
Auto Manufacturers | | | 0.0 | | | | 60,004 | |
SHORT-TERM INVESTMENTS | | | 12.2 | | | | 43,311,240 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.3 | | | | 1,190,292 | |
NET ASSETS | | | 100.0 | % | | $ | 355,665,949 | |
Portfolio holdings are subject to change at any time.
4
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio Holdings Summary Table
AUGUST 31, 2022 (unaudited)
The following table presents a summary by country of the portfolio holdings of the Fund:
Country | | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Australia | | | 0.7 | % | | $ | 2,644,215 | |
Austria | | | 0.1 | | | | 255,553 | |
Belgium | | | 1.8 | | | | 6,278,079 | |
Brazil | | | 1.3 | | | | 4,756,841 | |
Britain | | | 15.0 | | | | 53,843,565 | |
Canada | | | 1.6 | | | | 6,003,560 | |
Chile | | | 0.1 | | | | 465,607 | |
China | | | 5.7 | | | | 20,399,790 | |
Colombia | | | 0.0 | | | | 24,994 | |
Denmark | | | 2.7 | | | | 9,607,041 | |
Finland | | | 0.9 | | | | 3,057,238 | |
France | | | 6.1 | | | | 21,527,014 | |
Germany | | | 3.4 | | | | 12,061,696 | |
Greece | | | 0.1 | | | | 185,527 | |
Hong Kong | | | 1.6 | | | | 5,706,399 | |
India | | | 3.6 | | | | 12,651,991 | |
Indonesia | | | 0.5 | | | | 1,749,432 | |
Ireland | | | 3.8 | | | | 13,575,148 | |
Isle Of Man | | | 0.2 | | | | 712,204 | |
Israel | | | 1.3 | | | | 4,765,429 | |
Italy | | | 1.6 | | | | 5,629,448 | |
Japan | | | 7.1 | | | | 25,109,089 | |
Kazakhstan | | | 0.1 | | | | 532,244 | |
Luxembourg | | | 0.1 | | | | 230,219 | |
Mexico | | | 0.7 | | | | 2,389,649 | |
Netherlands | | | 3.7 | | | | 13,134,174 | |
New Zealand | | | 0.0 | | | | 117,247 | |
Norway | | | 0.6 | | | | 2,277,287 | |
Panama | | | 0.0 | | | | 8,727 | |
Peru | | | 0.1 | | | | 179,195 | |
Philippines | | | 0.1 | | | | 255,829 | |
Portugal | | | 0.0 | | | | 92,657 | |
Qatar | | | 0.2 | % | | $ | 622,268 | |
Russia | | | 0.0 | | | | 20 | |
Singapore | | | 1.0 | | | | 3,602,795 | |
South Africa | | | 0.5 | | | | 1,828,527 | |
South Korea | | | 3.6 | | | | 12,921,864 | |
Spain | | | 0.3 | | | | 963,968 | |
Sweden | | | 2.3 | | | | 8,114,759 | |
Switzerland | | | 5.3 | | | | 18,841,394 | |
Taiwan | | | 3.9 | | | | 13,815,761 | |
Thailand | | | 1.8 | | | | 6,295,848 | |
Turkey | | | 0.0 | | | | 3 | |
United Arab Emrites | | | 0.3 | | | | 1,079,236 | |
United States | | | 2.7 | | | | 9,568,892 | |
Uruguay | | | 0.2 | | | | 592,275 | |
Vietnam | | | 0.1 | | | | 247,238 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
United States | | | 0.4 | | | | 1,381,989 | |
PREFERRED STOCKS: | | | | | | | | |
Brazil | | | 0.0 | | | | 161,717 | |
Colombia | | | 0.1 | | | | 38,814 | |
Germany | | | 0.1 | | | | 487,666 | |
South Korea | | | 0.1 | | | | 372,295 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
United States | | | 12.2 | | | | 43,311,240 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.3 | | | | 1,190,292 | |
NET ASSETS | | | 100.0 | % | | $ | 355,665,949 | |
Portfolio holdings are subject to change at any time.
5
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 86.8% | | | | | | | | |
Advertising — 0.1% | | | | | | | | |
Dentsu Group, Inc. | | | 1,800 | | | $ | 57,969.00 | |
Publicis Groupe SA* | | | 2,188 | | | | 106,830 | |
WPP, PLC | | | 3,536 | | | | 30,456 | |
| | | | | | | 195,255 | |
Aerospace/Defense — 1.7% | | | | | | | | |
Airbus SE | | | 1,462 | | | | 143,267 | |
BAE Systems, PLC, SP ADR | | | 849 | | | | 30,649 | |
BAE Systems, PLC | | | 248,966 | | | | 2,242,206 | |
Bharat Electronics Ltd. | | | 142,049 | | | | 542,767 | |
Elbit Systems Ltd. | | | 1,850 | | | | 394,950 | |
MTU Aero Engines AG, ADR | | | 562 | | | | 49,596 | |
Safran SA | | | 906 | | | | 92,371 | |
Thales SA | | | 22,060 | | | | 2,659,582 | |
| | | | | | | 6,155,388 | |
Agriculture — 0.3% | | | | | | | | |
British American Tabacco, PLC, SP ADR | | | 6,018 | | | | 241,021 | |
Imperial Brands, PLC, SP ADR | | | 3,146 | | | | 70,156 | |
SLC Agricola SA | | | 62,396 | | | | 583,133 | |
Swedish Match AB | | | 4,980 | | | | 49,995 | |
| | | | | | | 944,305 | |
Airlines — 0.8% | | | | | | | | |
Ryanair Holding, PLC, SP ADR* | | | 40,967 | | | | 2,978,711 | |
| | | | | | | | |
Apparel — 2.1% | | | | | | | | |
adidas AG | | | 18,790 | | | | 2,786,252 | |
Gildan Activewear, Inc. | | | 5,757 | | | | 170,292 | |
Hermes International | | | 80 | | | | 102,462 | |
Kering SA | | | 122 | | | | 61,214 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 6,119 | | | | 3,948,406 | |
LVMH Moet Hennessy Louis Vuitton SE, ADR | | | 2,000 | | | | 258,920 | |
| | | | | | | 7,327,546 | |
Auto Manufacturers — 0.7% | | | | | | | | |
Bayerische Motoren Werke AG, SP ADR | | | 3,309 | | | | 81,170 | |
BYD Co., Ltd., Class H | | | 8,000 | | | | 246,523 | |
Daimler Truck Holding AG* | | | 1,811 | | | | 46,305 | |
Ferrari NV | | | 141 | | | | 27,219 | |
Ferrari NV | | | 642 | | | | 124,972 | |
Hyundai Motor Co. | | | 353 | | | | 51,285 | |
Iveco Group NV* | | | 1,324 | | | | 6,695 | |
Mercedes-Benz Group AG | | | 3,623 | | | | 203,127 | |
NIO, Inc., ADR* | | | 3,625 | | | | 72,174 | |
Nissan Motor Co., Ltd. | | | 10,100 | | | | 39,735 | |
Stellantis NV | | | 5,160 | | | | 68,675 | |
Tata Motors, Ltd., SP ADR* | | | 32,755 | | | | 949,895 | |
Toyota Motor Corp. | | | 3,000 | | | | 44,895 | |
| | Number of Shares | | | Value | |
Auto Manufacturers — (Continued) |
Toyota Motor Corp., SP ADR | | | 1,862 | | | $ | 278,127 | |
Volkswagen AG, ADR | | | 5,060 | | | | 93,660 | |
Volvo AB, Class B | | | 3,636 | | | | 57,595 | |
| | | | | | | 2,392,052 | |
Auto Parts & Equipment — 0.2% | | | | |
Cie Generale des Etablissements Michelin SCA | | | 1,852 | | | | 45,043 | |
LG Energy Solution Ltd.* | | | 937 | | | | 321,126 | |
Magna International, Inc. | | | 3,010 | | | | 173,767 | |
Vitesco Technologies Group AG* | | | 88 | | | | 4,298 | |
| | | | | | | 544,234 | |
Banks — 8.2% | | | | | | | | |
Australia & New Zealand Banking Group Ltd. | | | 5,980 | | | | 92,442 | |
Banco do Brasil SA | | | 87,000 | | | | 698,522 | |
Banco do Brasil SA, SP ADR | | | 7,146 | | | | 56,561 | |
Banco Santander Brasil SA, ADR* | | | 5,286 | | | | 30,236 | |
Banco Santander SA | | | 37,238 | | | | 90,142 | |
Bangkok Bank PCL | | | 332,100 | | | | 1,255,712 | |
Bank Central Asia Tbk PT | | | 1,178,315 | | | | 650,693 | |
Bank Leumi Le Israel | | | 355,246 | | | | 3,755,385 | |
Bank Mandiri Persero Tbk PT | | | 620,000 | | | | 368,953 | |
Bank Mandiri Persero Tbk PT, ADR | | | 5,112 | | | | 59,580 | |
Bank of Ireland Group, PLC | | | 420,038 | | | | 2,588,096 | |
Bank of Montreal | | | 867 | | | | 79,972 | |
Bank of Nova Scotia, (The) | | | 2,250 | | | | 124,402 | |
Bank Rakyat Indonesia Persero Tbk PT, ADR | | | 1,382 | | | | 20,039 | |
Barclays, PLC | | | 126,063 | | | | 240,363 | |
Bendigo & Adelaide Bank Ltd. | | | 12,614 | | | | 77,432 | |
BNP Paribas SA | | | 2,636 | | | | 122,496 | |
BOC Hong Kong Holdings Ltd. | | | 28,000 | | | | 96,370 | |
CaixaBank SA | | | 65,952 | | | | 199,144 | |
Canadian Imperial Bank of Commerce | | | 1,707 | | | | 80,758 | |
Chiba Bank Ltd., (The) | | | 4,900 | | | | 26,469 | |
China Merchants Bank Co., Ltd. | | | 55,298 | | | | 282,800 | |
China Merchants Bank Co., Ltd., ADR | | | 554 | | | | 14,177 | |
Commerzbank AG* | | | 18,102 | | | | 120,450 | |
Commonwealth Bank Of Australia | | | 4,448 | | | | 293,935 | |
Concordia Financial Group Ltd. | | | 11,723 | | | | 37,176 | |
Dah Sing Financial Holdings Ltd. | | | 222,400 | | | | 592,096 | |
DBS Group Holdings Ltd. | | | 115,200 | | | | 2,682,260 | |
DBS Group Holdings, Ltd., SP ADR | | | 2,711 | | | | 252,259 | |
Deutsche Bank AG | | | 8,776 | | | | 72,929 | |
DNB Bank ASA | | | 12,189 | | | | 231,762 | |
6
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Banks — (Continued) |
FinecoBank Banca Fineco SpA | | | 132,491 | | | $ | 1,432,538 | |
FirstRand Ltd. | | | 13,495 | | | | 50,405 | |
Fukuoka Financial Group, Inc. | | | 3,000 | | | | 53,609 | |
Grupo Aval Acciones y Valores SA, ADR | | | 8,589 | | | | 24,994 | |
Grupo Financiero Banorte SAB de CV | | | 153,185 | | | | 904,823 | |
HDFC Bank Ltd. | | | 142,428 | | | | 2,610,974 | |
HDFC Bank, Ltd., ADR | | | 9,846 | | | | 601,098 | |
HSBC Holdings, PLC, SP ADR | | | 9,910 | | | | 305,525 | |
ICICI Bank, Ltd., SP ADR | | | 52,688 | | | | 1,150,706 | |
ING Groep NV | | | 7,103 | | | | 62,254 | |
Macquarie Group Ltd. | | | 749 | | | | 89,621 | |
Mediobanca Banca di Credito Finanziario SpA | | | 3,974 | | | | 31,458 | |
Mitsubishi UFJ Financial Group, Inc., SP ADR | | | 53,334 | | | | 274,670 | |
Mizuho Financial Group, Inc. | | | 2,300 | | | | 26,336 | |
National Australia Bank Ltd. | | | 7,689 | | | | 159,441 | |
National Australia Bank, Ltd., SP ADR | | | 11,208 | | | | 116,899 | |
Nedbank Group, Ltd., SP ADR | | | 2,666 | | | | 32,552 | |
Nordea Bank Abp | | | 93 | | | | 862 | |
Nordea Bank Abp | | | 11,504 | | | | 106,663 | |
Oversea-Chinese Bank Corp., Ltd. | | | 9,000 | | | | 77,572 | |
Qatar National Bank QPSC | | | 109,965 | | | | 622,268 | |
Royal Bank of Canada | | | 3,411 | | | | 317,359 | |
SCB X PCL, NVDR | | | 162,800 | | | | 492,121 | |
Shinhan Financial Group Co., Ltd., ADR | | | 9,162 | | | | 244,717 | |
Shizuoka Bank Ltd., (The) | | | 4,400 | | | | 25,462 | |
Societe Generale SA | | | 2,392 | | | | 52,733 | |
Standard Chartered PLC | | | 9,099 | | | | 81,196 | |
Standard Chart, PLC | | | 4,154 | | | | 28,771 | |
State Bank of India | | | 55,949 | | | | 368,367 | |
Sumitomo Mitsui Financial Group, Inc., SP ADR | | | 56,610 | | | | 342,491 | |
Svenska Handelsbanken AB, Class A | | | 296,230 | | | | 2,426,175 | |
TCS Group Holding, PLC, GDR(b)* | | | 3,732 | | | | — | |
Toronto-Dominion Bank, (The) | | | 3,847 | | | | 247,516 | |
UBS Group AG | | | 13,717 | | | | 217,370 | |
UniCredit SpA | | | 2,917 | | | | 28,546 | |
United Overseas Bank Ltd. | | | 6,000 | | | | 116,997 | |
Woori Financial Group, Inc., SP ADR | | | 4,696 | | | | 125,383 | |
| | | | | | | 29,144,083 | |
Beverages — 3.5% | | | | | | | | |
Ambev SA, ADR* | | | 163,800 | | | | 475,020 | |
| | Number of Shares | | | Value | |
Beverages — (Continued) |
Anheuser-Busch InBev SA NV, SP ADR | | | 2,087 | | | $ | 100,927 | |
Asahi Group Holdings Ltd. | | | 1,600 | | | | 53,645 | |
Carlsberg A/S, Class B | | | 499 | | | | 64,795 | |
China Resources Beer Holdings Co., Ltd. | | | 14,000 | | | | 97,594 | |
Coca-Cola Europacific Partners, PLC | | | 476 | | | | 23,405 | |
Coca-Cola Femsa SA de CV, SP ADR | | | 475 | | | | 29,084 | |
Diageo, PLC | | | 121,315 | | | | 5,270,684 | |
Diageo, PLC, SP ADR | | | 2,046 | | | | 360,894 | |
Endeavour Group Ltd. | | | 2,137 | | | | 10,576 | |
Fomento Economico Mexicano SAB de CV, SP ADR | | | 461 | | | | 28,909 | |
Heineken NV | | | 3,589 | | | | 322,578 | |
Kirin Holdings Co., Ltd. | | | 2,800 | | | | 46,093 | |
Kweichow Moutai Co., Ltd., Class A | | | 3,683 | | | | 1,025,827 | |
Pernod Ricard SA | | | 300 | | | | 55,047 | |
Suntory Beverage & Food Ltd. | | | 1,100 | | | | 40,180 | |
Thai Beverage PCL | | | 7,751,500 | | | | 3,571,880 | |
Tsingtao Brewery Co, Ltd., Class H | | | 4,000 | | | | 38,844 | |
Wuliangye Yibin Co., Ltd., Class A | | | 34,098 | | | | 823,317 | |
| | | | | | | 12,439,299 | |
Biotechnology — 0.4% | | | | | | | | |
Argenx SE, ADR* | | | 90 | | | | 34,008 | |
CSL Ltd. | | | 788 | | | | 157,614 | |
CSL Ltd., SP ADR | | | 1,030 | | | | 103,412 | |
Genmab A/S* | | | 2,073 | | | | 737,918 | |
Genmab A/S, SP ADR* | | | 2,330 | | | | 82,692 | |
Samsung Biologics Co Ltd.(a)* | | | 374 | | | | 232,613 | |
| | | | | | | 1,348,257 | |
Building Materials — 1.0% | | | | | | | | |
CRH, PLC | | | 79,007 | | | | 2,917,553 | |
CRH, PLC, SP ADR | | | 3,605 | | | | 133,349 | |
Daikin Industries Ltd. | | | 449 | | | | 78,381 | |
Daikin Industries, Ltd., ADR | | | 820 | | | | 14,334 | |
Geberit AG | | | 90 | | | | 41,584 | |
Holcim AG.* | | | 2,013 | | | | 89,227 | |
James Hardie Industries PLC, CDI | | | 2,896 | | | | 65,639 | |
Rinnai Corp. | | | 400 | | | | 30,633 | |
Semen Indonesia Persero Tbk PT, ADR | | | 2,421 | | | | 21,426 | |
Sika AG | | | 306 | | | | 68,848 | |
| | | | | | | 3,460,974 | |
7
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Chemicals — 1.4% | | | | | | | | |
Air Liquide SA | | | 15,024 | | | $ | 1,882,708 | |
Air Liquide SA, ADR | | | 1,948 | | | | 48,836 | |
Akzo Nobel NV | | | 571 | | | | 35,974 | |
Asahi Kasei Corp. | | | 6,000 | | | | 43,847 | |
Brenntag AG | | | 428 | | | | 28,063 | |
Covestro AG(a) | | | 1,716 | | | | 51,741 | |
Croda International, PLC | | | 584 | | | | 45,520 | |
Daqo New Energy Corp., ADR* | | | 804 | | | | 53,603 | |
FUCHS PETROLUB SE | | | 35,221 | | | | 820,841 | |
Givaudan SA | | | 27 | | | | 86,146 | |
Givaudan SA, ADR | | | 600 | | | | 38,244 | |
ICL Group Ltd. | | | 12,592 | | | | 120,505 | |
Israel Chemicals Ltd. | | | 24,673 | | | | 235,595 | |
Johnson Matthey, PLC | | | 1,377 | | | | 32,126 | |
Koninklijke DSM NV | | | 561 | | | | 71,537 | |
LG Chem Ltd. | | | 385 | | | | 180,217 | |
Mitsui Chemicals, Inc. | | | 1,200 | | | | 26,959 | |
Novozymes A/S, ADR | | | 920 | | | | 52,661 | |
Nutrien Ltd.* | | | 3,522 | | | | 323,214 | |
Shin Etsu Chemical Co., Ltd., ADR | | | 2,744 | | | | 79,823 | |
Shin-Etsu Chemical Co., Ltd. | | | 654 | | | | 75,951 | |
Sociedad Quimica y Minera de Chile SA, SP ADR | | | 3,549 | | | | 353,764 | |
Solvay SA, Class A | | | 373 | | | | 30,111 | |
Sumitomo Chemical Co., Ltd. | | | 13,000 | | | | 51,172 | |
Symrise AG | | | 500 | | | | 52,317 | |
Umicore SA, ADR | | | 3,052 | | | | 24,172 | |
Yara International ASA | | | 677 | | | | 28,635 | |
| | | | | | | 4,874,282 | |
Coal — 0.0% | | | | | | | | |
China Shenhua Energy Co., Ltd., Class H | | | 30,000 | | | | 94,088 | |
| | | | | | | | |
Commercial Services — 3.1% | | | | | | | | |
Adyen NV(a)* | | | 1,188 | | | | 1,833,264 | |
Allfunds Group, PLC | | | 135,516 | | | | 1,064,008 | |
Amadeus IT Group SA, ADR | | | 1,437 | | | | 75,328 | |
Ashtead Group, PLC | | | 44,689 | | | | 2,195,466 | |
Atlantia SpA | | | 1,211 | | | | 27,730 | |
Bidvest Group, Ltd., (The) | | | 25,266 | | | | 317,065 | |
Bureau Veritas SA | | | 1,739 | | | | 43,162 | |
CCR SA | | | 66,300 | | | | 177,143 | |
China Merchants Port Holdings Co., Ltd. | | | 60,000 | | | | 90,076 | |
Edenred | | | 1,223 | | | | 61,859 | |
Experian, PLC | | | 2,543 | | | | 77,168 | |
International Container Terminal Services, Inc. | | | 34,757 | | | | 111,941 | |
Localiza Rent a Car SA, SP ADR | | | 4,006 | | | | 47,191 | |
| | Number of Shares | | | Value | |
Commercial Services — (Continued) |
New Oriental Education & Technology Group, Inc., ADR* | | | 2,260 | | | $ | 64,184 | |
Persol Holdings Co., Ltd. | | | 1,400 | | | | 28,104 | |
Recruit Holdings Co., Ltd. | | | 1,992 | | | | 63,327 | |
RELX, PLC | | | 166,125 | | | | 4,356,633 | |
Rentokil Initial, PLC | | | 7,414 | | | | 44,777 | |
Ritchie Bros Auctioneers, Inc. | | | 545 | | | | 37,790 | |
Secom Co., Ltd. | | | 1,000 | | | | 63,709 | |
Securitas AB, Class B | | | 3,154 | | | | 27,619 | |
SGS SA | | | 22 | | | | 48,448 | |
TAL Education Group, ADR* | | | 7,594 | | | | 43,893 | |
Transurban Group | | | 6,366 | | | | 60,397 | |
TravelSky Technology Ltd. | | | 19,000 | | | | 33,115 | |
Worldline SA(a)* | | | 675 | | | | 28,919 | |
| | | | | | | 11,022,316 | |
Computers — 1.4% | | | | | | | | |
AutoStore Holdings Ltd.(a)* | | | 461,982 | | | | 607,641 | |
Capgemini SE | | | 254 | | | | 43,886 | |
CGI, Inc.* | | | 279 | | | | 22,097 | |
Check Point Software Technologies Ltd.* | | | 747 | | | | 89,819 | |
CyberArk Software Ltd.* | | | 576 | | | | 83,105 | |
EPAM Systems, Inc.* | | | 1,689 | | | | 720,359 | |
Fujitsu Ltd. | | | 422 | | | | 49,658 | |
Globant S.A.* | | | 1,483 | | | | 312,572 | |
Infosys Ltd., SP ADR | | | 17,799 | | | | 325,722 | |
Itochu Techno-Solutions Corp. | | | 1,500 | | | | 37,856 | |
Logitech International SA | | | 501 | | | | 25,185 | |
Nomura Research Institute Ltd. | | | 72,100 | | | | 1,940,486 | |
Obic Co., Ltd. | | | 300 | | | | 44,370 | |
Tata Consultancy Services Ltd. | | | 8,515 | | | | 339,592 | |
Teleperformance | | | 266 | | | | 75,759 | |
Wipro, Ltd., ADR | | | 38,844 | | | | 194,608 | |
| | | | | | | 4,912,715 | |
Cosmetics/Personal Care — 1.7% | | | | |
Beiersdorf AG | | | 912 | | | | 92,058 | |
Haleon, PLC* | | | 208,987 | | | | 628,434 | |
Kao Corp. | | | 2,600 | | | | 112,581 | |
Lion Corp. | | | 7,700 | | | | 89,903 | |
L’Oreal SA | | | 68 | | | | 23,354 | |
L’Oreal SA, ADR | | | 3,400 | | | | 233,852 | |
Proya Cosmetics Co., Ltd., Class A | | | 24,277 | | | | 562,589 | |
Unicharm Corp. | | | 1,087 | | | | 37,775 | |
Unilever, PLC | | | 86,007 | | | | 3,916,304 | |
Unilever, PLC, SP ADR | | | 8,649 | | | | 392,578 | |
| | | | | | | 6,089,428 | |
Distribution/Wholesale — 3.3% | | | | | | | | |
Azelis Group NV | | | 85,351 | | | | 1,691,461 | |
Bunzl, PLC | | | 139,434 | | | | 4,624,199 | |
8
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Distribution/Wholesale (Continued) | | | | |
Ferguson, PLC | | | 14,145 | | | $ | 1,638,102 | |
Ferguson, PLC | | | 19,878 | | | | 2,295,710 | |
IMCD NV | | | 8,427 | | | | 1,162,559 | |
ITOCHU Corp. | | | 3,700 | | | | 101,827 | |
ITOCHU Corp., ADR | | | 426 | | | | 23,383 | |
Jardine Cycle & Carriage Ltd. | | | 4,000 | | | | 93,904 | |
Mitsui & Co., Ltd. | | | 3,159 | | | | 74,139 | |
Sendas Distribuidora SA, ADR | | | 2,775 | | | | 48,895 | |
| | | | | | | 11,754,179 | |
Diversified Financial Services — 2.1% | | | | |
Amundi SA(a) | | | 1,037 | | | | 52,580 | |
BAC Holding International Corp.* | | | 171,780 | | | | 8,727 | |
Banco BTG Pactual SA* | | | 112,245 | | | | 552,336 | |
Capitec Bank Holdings Ltd. | | | 4,409 | | | | 524,254 | |
CITIC Securities Co., Ltd., Class H | | | 14,000 | | | | 28,376 | |
Deutsche Boerse AG | | | 17,628 | | | | 2,980,458 | |
Deutsche Boerse AG, ADR | | | 2,810 | | | | 47,357 | |
Futu Holdings Ltd. ADR* | | | 852 | | | | 41,825 | |
Hargreaves Lansdown, PLC | | | 2,451 | | | | 23,204 | |
Hong Kong Exchange & Clearing Ltd. | | | 1,780 | | | | 71,724 | |
Housing Development Finance Corp., Ltd. | | | 27,965 | | | | 846,652 | |
Huatai Securities Co., Ltd., Class H(a) | | | 21,800 | | | | 29,138 | |
Investor AB* | | | 1,658 | | | | 26,132 | |
Japan Exchange Group, Inc. | | | 80,400 | | | | 1,198,139 | |
KB Financial Group, Inc. | | | 16,252 | | | | 596,594 | |
KB Financial Group, Inc., ADR | | | 6,431 | | | | 235,246 | |
London Stock Exchange Group, PLC | | | 791 | | | | 74,197 | |
London Stock Exchange Group, PLC, ADR | | | 2,464 | | | | 58,101 | |
Sanlam Ltd., SP ADR | | | 5,156 | | | | 32,380 | |
SBI Holdings, Inc. | | | 2,600 | | | | 51,090 | |
Schroders PLC | | | 811 | | | | 25,227 | |
Singapore Exchange Ltd. | | | 6,000 | | | | 40,716 | |
St James’s Place, PLC | | | 5,807 | | | | 74,329 | |
| | | | | | | 7,618,782 | |
Electric — 0.7% | | | | | | | | |
CLP Holdings Ltd. | | | 17,500 | | | | 150,785 | |
Dubai Electricity & Water Authority PJSC* | | | 542,413 | | | | 377,609 | |
Elia Group SA/NV | | | 542 | | | | 78,738 | |
Endesa SA | | | 3,062 | | | | 52,520 | |
Engie SA, SP ADR | | | 8,968 | | | | 107,078 | |
Fortis, Inc. | | | 4,780 | | | | 210,846 | |
Fortum Oyj | | | 2,493 | | | | 25,644 | |
Iberdrola SA | | | 8,686 | | | | 90,436 | |
Iberdrola SA, SP ADR | | | 1,618 | | | | 67,179 | |
| | Number of Shares | | | Value | |
Electric — (Continued) |
Kansai Electric Power Co., Inc., (The) | | | 2,900 | | | $ | 28,106 | |
Mercury NZ Ltd. | | | 7,719 | | | | 27,317 | |
National Grid, PLC | | | 2,867 | | | | 35,699 | |
National Grid, PLC, SP ADR | | | 2,605 | | | | 164,610 | |
Orsted AS(a) | | | 862 | | | | 84,133 | |
Power Assets Holdings Ltd. | | | 17,500 | | | | 104,671 | |
Power Grid Corp of India Ltd. | | | 236,415 | | | | 676,873 | |
RWE AG | | | 1,891 | | | | 72,194 | |
SSE, PLC, SP ADR | | | 5,415 | | | | 103,535 | |
Terna Rete Elettrica Nazionale | | | 6,010 | | | | 42,727 | |
Verbund AG | | | 261 | | | | 24,941 | |
| | | | | | | 2,525,641 | |
Electrical Components & Equipment — 0.4% | | | | |
ABB, Ltd. | | | 4,533 | | | | 124,946 | |
Legrand SA | | | 12,934 | | | | 935,840 | |
Prysmian SpA | | | 861 | | | | 26,418 | |
Schneider Electric SE | | | 698 | | | | 82,963 | |
Schneider Electric SE, ADR | | | 4,025 | | | | 95,553 | |
Shenzhen Kedali Industry Co. Ltd., Class A | | | 14,247 | | | | 230,275 | |
| | | | | | | 1,495,995 | |
Electronics — 0.7% | | | | | | | | |
Assa Abloy AB, Class B | | | 40,976 | | | | 829,927 | |
BYD Electronic International Co., Ltd. | | | 14,500 | | | | 38,311 | |
Hirose Electric Co., Ltd. | | | 427 | | | | 60,505 | |
Hon Hai Precision Industry Co. Ltd. | | | 245,353 | | | | 873,648 | |
Hoya Corp. | | | 670 | | | | 68,324 | |
Hoya Corp., SP ADR | | | 487 | | | | 49,703 | |
Murata Manufacturing Co., Ltd. | | | 1,119 | | | | 60,254 | |
Murata Manufacturing Co., Ltd., ADR | | | 5,048 | | | | 67,896 | |
Nidec Corp. | | | 78 | | | | 5,182 | |
Nidec Corp., SP ADR* | | | 4,640 | | | | 76,931 | |
Shimadzu Corp. | | | 800 | | | | 23,365 | |
Silergy Corp. | | | 13,000 | | | | 222,865 | |
Venture Corp., Ltd. | | | 6,200 | | | | 81,002 | |
| | | | | | | 2,457,913 | |
Energy-Alternate Sources — 0.1% |
Suzhou Maxwell Technologies Co., Ltd., Class A | | | 5,100 | | | | 344,064 | |
Vestas Wind Systems A/S | | | 2,480 | | | | 62,053 | |
| | | | | | | 406,117 | |
Engineering & Construction — 0.5% | | | | |
Aena SME SA(a)* | | | 229 | | | | 28,126 | |
Aeroports de Paris* | | | 214 | | | | 29,303 | |
Airports of Thailand PCL, NVDR* | | | 354,300 | | | | 706,033 | |
Cellnex Telecom SA(a)* | | | 1,455 | | | | 56,662 | |
9
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Engineering & Construction — (Continued) |
CK Infrastructure Holdings Ltd. | | | 8,000 | | | $ | 48,648 | |
Ferrovial SA | | | 3,085 | | | | 77,357 | |
Grupo Aeroportuario del Pacifico SAB de CV, SP ADR | | | 392 | | | | 55,888 | |
Grupo Aeroportuario del Sureste SAB de CV, SP ADR | | | 471 | | | | 99,602 | |
Larsen & Toubro Ltd. | | | 23,986 | | | | 572,480 | |
Shimizu Corp. | | | 5,200 | | | | 28,514 | |
Taisei Corp. | | | 1,600 | | | | 48,511 | |
Vinci SA, ADR | | | 3,476 | | | | 80,052 | |
| | | | | | | 1,831,176 | |
Entertainment — 0.1% | | | | | | | | |
MultiChoice Group | | | 5,548 | | | | 37,446 | |
MultiChoice Group, ADR | | | 93 | | | | 637 | |
OPAP SA* | | | 14,085 | | | | 185,527 | |
Oriental Land Co., Ltd. | | | 613 | | | | 91,391 | |
Toho Co., Ltd. | | | 600 | | | | 22,787 | |
| | | | | | | 337,788 | |
Environmental Control — 0.0% | | | | | | | | |
China Conch Environment Protection Holdings Ltd.* | | | 21,500 | | | | 19,190 | |
| | | | | | | | |
Food — 1.3% | | | | | | | | |
Aeon Co., Ltd. | | | 1,900 | | | | 37,061 | |
Carrefour SA | | | 1,975 | | | | 32,964 | |
China Mengniu Dairy Co., Ltd.* | | | 10,703 | | | | 48,466 | |
Chocoladefabriken Lindt & Spruengli AG | | | 6 | | | | 63,458 | |
Cia Brasileira de Distribuicao, SP ADR* | | | 2,775 | | | | 11,322 | |
Coles Group Ltd. | | | 6,323 | | | | 75,681 | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 24,100 | | | | 280,955 | |
JBS SA, ADR | | | 690 | | | | 7,907 | |
Jeronimo Martins SGPS SA | | | 2,525 | | | | 55,984 | |
Kerry Group PLC, ADR | | | 750 | | | | 77,850 | |
Kikkoman Corp. | | | 400 | | | | 24,460 | |
Koninklijke Ahold Delhaize NV | | | 70,743 | | | | 1,945,923 | |
Koninklijke Ahold Delhaize NV, SP ADR | | | 4,031 | | | | 111,175 | |
Masan Group Corp. | | | 50,760 | | | | 247,238 | |
Minerva SA | | | 102,800 | | | | 304,701 | |
Mowi ASA | | | 1,851 | | | | 37,949 | |
Nestle SA | | | 707 | | | | 82,735 | |
Nestle SA, SP ADR | | | 6,845 | | | | 801,276 | |
Nissin Foods Holdings Co, Ltd. | | | 1,200 | | | | 85,856 | |
Seven & i Holdings Co., Ltd., ADR | | | 3,000 | | | | 59,550 | |
Wilmar International Ltd. | | | 29,000 | | | | 83,706 | |
Woolworths Group Ltd. | | | 3,294 | | | | 81,206 | |
Yakult Honsha Co., Ltd. | | | 1,000 | | | | 59,146 | |
| | | | | | | 4,616,569 | |
| | Number of Shares | | | Value | |
Food Service — 0.5% | | | | | | | | |
Compass Group, PLC | | | 75,622 | | | $ | 1,626,705 | |
Compass Group, PLC, SP ADR | | | 7,353 | | | | 159,192 | |
| | | | | | | 1,785,897 | |
Forest Products & Paper — 0.0% | | | | |
Smurfit Kappa Group PLC, ADR | | | 736 | | | | 24,820 | |
UPM-Kymmene Oyj | | | 1,590 | | | | 54,019 | |
| | | | | | | 78,839 | |
Gas — 0.1% |
China Gas Holdings Ltd. | | | 21,600 | | | | 30,566 | |
ENN Energy Holdings Ltd. | | | 6,000 | | | | 87,165 | |
Naturgy Energy Group SA | | | 969 | | | | 26,720 | |
Snam SpA | | | 9,397 | | | | 44,663 | |
Tokyo Gas Co., Ltd. | | | 1,400 | | | | 26,266 | |
| | | | | | | 215,380 | |
Hand/Machine Tools — 0.5% | | | | | | | | |
Alleima AB* | | | 657 | | | | 2,639 | |
Amada Co., Ltd. | | | 170,400 | | | | 1,333,288 | |
Techtronic Industrials Co., Ltd. | | | 43,375 | | | | 511,575 | |
| | | | | | | 1,847,502 | |
Healthcare-Products — 2.8% | | | | | | | | |
Alcon, Inc. | | | 76,310 | | | | 5,024,477 | |
Alcon, Inc. | | | 1,128 | | | | 74,087 | |
Asahi Intecc Co., Ltd. | | | 1,900 | | | | 33,796 | |
Cochlear Ltd. | | | 376 | | | | 54,737 | |
Coloplast A/S, ADR | | | 1,070 | | | | 12,273 | |
Coloplast A/S, Class B | | | 327 | | | | 37,354 | |
EssilorLuxottica SA | | | 25,892 | | | | 3,856,306 | |
EssilorLuxottica SA, ADR | | | 144 | | | | 10,764 | |
Fisher & Paykel Healthcare Corp., Ltd. | | | 4,925 | | | | 58,961 | |
Hengan International Group Co., Ltd. | | | 11,000 | | | | 52,641 | |
Olympus Corp. | | | 1,300 | | | | 27,686 | |
QIAGEN NV* | | | 2,099 | | | | 95,358 | |
Sartorius Stedim Biotech | | | 70 | | | | 25,603 | |
Shandong Weigao Group Medical Polymer Co., Ltd., Class H | | | 24,000 | | | | 32,558 | |
Shenzhen Mindray Bio-Medical Electronics Co., Ltd., Class A | | | 7,200 | | | | 310,502 | |
Siemens Healthineers AG(a) | | | 1,037 | | | | 50,674 | |
Sysmex Corp. | | | 400 | | | | 24,451 | |
Terumo Corp. | | | 1,362 | | | | 43,722 | |
| | | | | | | 9,825,950 | |
Healthcare-Services — 0.2% | | | | | | | | |
Fresenius Medical Care AG & Co., KGaA | | | 1,405 | | | | 48,107 | |
Genscript Biotech Corp.* | | | 10,000 | | | | 32,122 | |
Lonza Group AG | | | 182 | | | | 97,064 | |
Lonza Group AG, ADR | | | 370 | | | | 19,688 | |
Max Healthcare Institute Ltd.* | | | 26,864 | | | | 129,831 | |
10
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Healthcare-Services — (Continued) |
Pharmaron Beijing Co., Ltd., Class A | | | 16,850 | | | $ | 166,015 | |
Ramsay Health Care Ltd. | | | 570 | | | | 27,779 | |
Sonic Healthcare Ltd., SP ADR | | | 3,345 | | | | 78,173 | |
Wuxi Biologics Cayman, Inc.(a)* | | | 15,536 | | | | 137,060 | |
| | | | | | | 735,839 | |
Holding Companies-Diversification — 0.1% | | | | |
CK Hutchison Holdings Ltd. | | | 10,000 | | | | 64,577 | |
MELI Kaszek Pioneer Corp., Class A* | | | 20,089 | | | | 199,885 | |
Swire Pacific, Ltd., Class A | | | 5,000 | | | | 34,584 | |
| | | | | | | 299,046 | |
Home Builders — 0.0% | | | | | | | | |
Daiwa House Industry Co., Ltd. | | | 1,200 | | | | 26,829 | |
Sekisui House Ltd. | | | 4,000 | | | | 68,018 | |
| | | | | | | 94,847 | |
Home Furnishings — 0.1% | | | | | | | | |
Electrolux AB, Class B | | | 972 | | | | 12,291 | |
Sony Group Corp., SP ADR | | | 4,806 | | | | 381,356 | |
| | | | | | | 393,647 | |
Household Products/Wares — 0.1% | | | | |
Henkel AG & Co., KGaA | | | 2,085 | | | | 130,395 | |
Reckitt Benckiser Group, PLC, SP ADR | | | 12,865 | | | | 201,080 | |
| | | | | | | 331,475 | |
Insurance — 5.0% | | | | | | | | |
Admiral Group, PLC | | | 66,760 | | | | 1,642,211 | |
Aegon NV | | | 14,288 | | | | 63,854 | |
Ageas SA NV* | | | 2,481 | | | | 100,668 | |
AIA Group Ltd. | | | 107,200 | | | | 1,031,397 | |
AIA Group, Ltd., SP ADR | | | 9,630 | | | | 368,546 | |
Allianz SE | | | 584 | | | | 98,718 | |
Allianz SE, ADR | | | 6,060 | | | | 101,929 | |
Aon, PLC, Class A | | | 24,899 | | | | 6,953,295 | |
Assicurazioni Generali SpA | | | 1,927 | | | | 28,263 | |
Baloise Holding AG | | | 522 | | | | 75,334 | |
China Life Insurance Co., Ltd., Class H | | | 46,000 | | | | 65,951 | |
Dai-ichi Life Holdings, Inc. | | | 6,692 | | | | 115,625 | |
Hannover Rueck SE | | | 421 | | | | 62,050 | |
Lancashire Holdings Ltd. | | | 348,744 | | | | 2,001,048 | |
Legal & General Group, PLC | | | 36,815 | | | | 107,833 | |
Manulife Finanical Corp. | | | 6,860 | | | | 118,609 | |
NN Group NV | | | 3,039 | | | | 124,897 | |
Sampo Oyi, Class A | | | 58,514 | | | | 2,647,204 | |
Sun Life Financial, Inc. | | | 2,753 | | | | 121,325 | |
Suncorp Group Ltd. | | | 18,597 | | | | 137,344 | |
T&D Holdings, Inc. | | | 5,200 | | | | 56,790 | |
Topdanmark AS | | | 31,867 | | | | 1,672,417 | |
| | Number of Shares | | | Value | |
Insurance — (Continued) |
Zurich Insurance Group AG | | | 441 | | | $ | 195,760 | |
Zurich Insurance Group AG, ADR* | | | 740 | | | | 32,782 | |
| | | | | | | 17,923,850 | |
Internet — 3.8% | | | | | | | | |
Alibaba Group Holding Ltd.* | | | 176,000 | | | | 2,099,776 | |
Alibaba Group Holding, Ltd., SP ADR* | | | 5,328 | | | | 508,345 | |
Autohome, Inc., ADR | | | 2,238 | | | | 79,695 | |
Baidu, Inc., SP ADR* | | | 1,335 | | | | 192,200 | |
China Literature, Ltd.(a)* | | | 7,400 | | | | 29,987 | |
JD.com, Inc., ADR | | | 3,176 | | | | 201,644 | |
JOYY, Inc., ADR | | | 1,061 | | | | 32,170 | |
M3, Inc. | | | 700 | | | | 22,422 | |
Meituan, ADR* | | | 7,392 | | | | 354,077 | |
Meituan, Class B(a)* | | | 56,700 | | | | 1,361,777 | |
MercadoLibre, Inc.* | | | 327 | | | | 279,703 | |
momo.com, Inc. | | | 16,800 | | | | 398,370 | |
MonotaRO Co., Ltd. | | | 27,600 | | | | 495,207 | |
Naspers, Ltd., Class N | | | 2,764 | | | | 389,742 | |
Naspers, Ltd., SP ADR, Class N | | | 4,780 | | | | 135,226 | |
NAVER Corp. | | | 1,033 | | | | 183,302 | |
Pinduoduo, Inc., ADR* | | | 2,583 | | | | 184,168 | |
Prosus NV* | | | 3,869 | | | | 239,142 | |
SEEK Ltd. | | | 4,272 | | | | 60,272 | |
Shopify, Inc., Class A* | | | 2,431 | | | | 76,941 | |
Tencent Holdings Ltd. | | | 112,230 | | | | 4,638,553 | |
Tencent Holdings, Ltd., ADR | | | 18,203 | | | | 751,784 | |
Tencent Music Entertainment Group, ADR* | | | 11,332 | | | | 57,907 | |
Trend Micro, Inc. | | | 500 | | | | 30,784 | |
Trip.com Group Ltd., ADR* | | | 31,089 | | | | 799,609 | |
Wix.com Ltd.* | | | 389 | | | | 24,620 | |
| | | | | | | 13,627,423 | |
Investment Companies — 1.9% | | | | | | | | |
Groupe Bruxelles Lambert SA | | | 56,246 | | | | 4,252,002 | |
Melrose Industries PLC | | | 1,456,149 | | | | 2,297,874 | |
Washington H Soul Pattinson & Co., Ltd. | | | 1,586 | | | | 27,641 | |
Wendel SE | | | 888 | | | | 69,772 | |
| | | | | | | 6,647,289 | |
Iron/Steel — 0.2% | | | | | | | | |
BlueScope Steel Ltd. | | | 6,357 | | | | 71,325 | |
Cia Siderurgica Nacional SA, SP ADR | | | 41,580 | | | | 112,266 | |
Fortescue Metals Group Ltd. | | | 5,658 | | | | 70,315 | |
Nippon Steel Corp. | | | 8,000 | | | | 126,369 | |
POSCO Holdings, Inc., SP ADR | | | 3,580 | | | | 168,331 | |
Vale SA, SP ADR | | | 12,347 | | | | 153,350 | |
11
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Iron/Steel — (Continued) | | | | | | | | |
voestalpine AG | | | 1,763 | | | $ | 35,476 | |
| | | | | | | 737,432 | |
Leisure Time — 0.0% | | | | | | | | |
Merida Industry Co., Ltd. | | | 10,351 | | | | 75,300 | |
Shimano, Inc. | | | 236 | | | | 41,751 | |
| | | | | | | 117,051 | |
Life Sciences Tools & Services — 0.5% | | | | |
Eurofins Scientific SE* | | | 26,689 | | | | 1,846,571 | |
| | | | | | | | |
Lodging — 0.2% | | | | | | | | |
Galaxy Entertainment Group, Ltd. | | | 79,000 | | | | 441,585 | |
H World Group, Ltd., ADR | | | 1,879 | | | | 70,707 | |
InterContinental Hotels Group, PLC | | | 1,515 | | | | 82,243 | |
Melco Resorts & Entertainment, Ltd., ADR* | | | 5,240 | | | | 30,183 | |
| | | | | | | 624,718 | |
Machinery-Construction & Mining — 0.8% | | | | |
Epiroc AB, Class A* | | | 75,608 | | | | 1,156,864 | |
Hitachi, Ltd. | | | 901 | | | | 45,016 | |
Hitachi Ltd., ADR | | | 1,830 | | | | 182,305 | |
Komatsu Ltd. | | | 4,400 | | | | 92,043 | |
Mitsubishi Heavy Industries, Ltd. | | | 700 | | | | 26,985 | |
Sandvik AB | | | 3,286 | | | | 51,230 | |
Siemens Energy AG | | | 960 | | | | 14,121 | |
Weir Group, PLC, (The) | | | 80,256 | | | | 1,351,635 | |
| | | | | | | 2,920,199 | |
Machinery-Diversified — 1.3% | | | | | | | | |
Atlas Copco AB, Class A | | | 6,804 | | | | 69,067 | |
Atlas Copco AB, Class A, SP ADR | | | 6,624 | | | | 67,432 | |
CNH Industrial NV | | | 6,623 | | | | 80,636 | |
FANUC Corp. | | | 200 | | | | 32,220 | |
GEA Group AG | | | 97,766 | | | | 3,400,983 | |
Keyence Corp. | | | 1,400 | | | | 525,664 | |
Kone Oyj., Class B | | | 1,468 | | | | 58,709 | |
Kubota Corp., SP ADR | | | 883 | | | | 68,265 | |
NARI Technology Co., Ltd., Class A | | | 66,420 | | | | 263,101 | |
SMC Corp. | | | 110 | | | | 52,187 | |
SMC Corp., SP ADR | | | 2,280 | | | | 54,287 | |
Sumitomo Heavy Industries Ltd. | | | 2,000 | | | | 41,982 | |
| | | | | | | 4,714,533 | |
Media — 1.8% | | | | | | | | |
Informa, PLC | | | 4,850 | | | | 30,684 | |
Liberty Media Corp-Liberty Formula One, Class C* | | | 2,417 | | | | 153,915 | |
Pearson, PLC, SP ADR | | | 15,198 | | | | 152,588 | |
| | Number of Shares | | | Value | |
Media — (Continued) |
Shaw Communications, Inc., Class B | | | 9,386 | | | $ | 240,657 | |
Thomson Reuters Corp. | | | 1,419 | | | | 156,118 | |
Wolters Kluwer NV | | | 57,093 | | | | 5,583,312 | |
Wolters Kluwer NV, SP ADR | | | 667 | | | | 65,059 | |
| | | | | | | 6,382,333 | |
Metal Fabricate/Hardware — 0.1% | | | | |
Bharat Forge Ltd. | | | 28,121 | | | | 258,873 | |
Tenaris SA, ADR | | | 8,366 | | | | 228,559 | |
| | | | | | | 487,432 | |
Mining — 1.2% | | | | | | | | |
Antofagasta, PLC | | | 8,790 | | | | 111,843 | |
Barrick Gold Corp. | | | 9,732 | | | | 144,520 | |
Boliden AB* | | | 2,900 | | | | 92,864 | |
Cameco Corp. | | | 31,879 | | | | 929,273 | |
Franco-Nevada Corp. | | | 1,258 | | | | 151,212 | |
Groupo Mexico SAB de CV, Class B | | | 294,871 | | | | 1,110,898 | |
Ivanhoe Mines Ltd., Class A* | | | 43,200 | | | | 277,617 | |
MMC Norilsk Nickel PJSC, ADR(b) | | | 2,034 | | | | 20 | |
Newmont Corp. | | | 5,828 | | | | 241,046 | |
Norsk Hydro ASA | | | 15,202 | | | | 104,454 | |
Polyus PJSC(b) | | | 1,719 | | | | – | |
Rio Tinto, PLC, SP ADR | | | 1,692 | | | | 95,243 | |
South32 Ltd. | | | 44,192 | | | | 121,692 | |
Southern Copper Corp. | | | 3,807 | | | | 179,195 | |
Sumitomo Metal Mining Co., Ltd. | | | 2,000 | | | | 62,933 | |
Teck Resources, Ltd., Class B | | | 8,215 | | | | 278,078 | |
United Tractors Tbk PT | | | 92,900 | | | | 211,540 | |
Wheaton Precious Metals Corp. | | | 3,868 | | | | 117,974 | |
| | | | | | | 4,230,402 | |
Miscellaneous Manufacturing — 0.1% | | | | |
Alfa Laval AB | | | 1,115 | | | | 29,734 | |
Orica Ltd. | | | 5,536 | | | | 57,908 | |
Siemens AG | | | 1,920 | | | | 194,485 | |
Sunny Optical Technology Group Co., Ltd. | | | 5,269 | | | | 71,935 | |
Toshiba Corp. | | | 696 | | | | 25,776 | |
| | | | | | | 379,838 | |
Office/Business Equipment — 0.0% | | | | |
Canon, Inc. | | | 2,700 | | | | 64,663 | |
FUJIFILM Holdings Corp. | | | 1,100 | | | | 55,843 | |
Seiko Epson Corp. | | | 2,000 | | | | 31,428 | |
| | | | | | | 151,934 | |
Oil & Gas — 3.8% | | | | | | | | |
Aker BP ASA | | | 1,947 | | | | 68,205 | |
BP, PLC, SP ADR | | | 1 | | | | 31 | |
Canadian Natural Resources Ltd. | | | 4,335 | | | | 237,601 | |
12
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Oil & Gas — (Continued) |
DCC, PLC | | | 81,870 | | | $ | 4,711,962 | |
Eni SpA | | | 98,500 | | | | 1,163,578 | |
Equinor ASA | | | 27,749 | | | | 1,076,957 | |
Equinor ASA, SP ADR | | | 3,137 | | | | 121,684 | |
Exxon Mobil Corp. | | | 8,043 | | | | 768,830 | |
Galp Energia SGPS SA | | | 3,396 | | | | 36,673 | |
Idemitsu Kosan Co., Ltd. | | | 1,100 | | | | 29,004 | |
Imperial Oil Ltd. | | | 2,792 | | | | 136,920 | |
Inpex Corp. | | | 6,228 | | | | 71,588 | |
Neste Oyj | | | 756 | | | | 37,299 | |
OMV AG | | | 4,843 | | | | 195,136 | |
Petro Rio SA* | | | 55,300 | | | | 290,723 | |
Petroleo Brasileiro, SP ADR | | | 33,758 | | | | 482,402 | |
PTT Exploration & Production PCL, NVDR | | | 58,400 | | | | 270,102 | |
Reliance Industries Ltd. | | | 34,227 | | | | 1,121,279 | |
Repsol SA | | | 7,844 | | | | 101,879 | |
Santos Ltd. | | | 19,946 | | | | 106,476 | |
Shell PLC, ADR | | | 37,961 | | | | 2,011,174 | |
Suncor Energy, Inc. | | | 1,090 | | | | 35,229 | |
TotalEnergies SE, SP ADR | | | 7,259 | | | | 366,652 | |
Woodside Energy Group Ltd. | | | 7,291 | | | | 169,360 | |
Woodside Energy Group, Ltd., ADR | | | 956 | | | | 21,806 | |
| | | | | | | 13,632,550 | |
Pharmaceuticals — 8.5% | | | | | | | | |
Alfresa Holdings Corp. | | | 256,100 | | | | 3,064,608 | |
Aspen Pharmacare Holdings, Ltd., ADR | | | 6,986 | | | | 59,311 | |
Astellas Pharma, Inc. | | | 116,600 | | | | 1,653,130 | |
Astellas Pharma, Inc., ADR | | | 190 | | | | 2,681 | |
AstraZeneca, PLC | | | 23,742 | | | | 2,936,695 | |
AstraZeneca, PLC, SP ADR | | | 7,760 | | | | 484,069 | |
Celltrion, Inc. | | | 426 | | | | 59,963 | |
Chugai Pharmaceutical Co., Ltd. | | | 2,000 | | | | 51,616 | |
Cipla Ltd. | | | 40,120 | | | | 519,888 | |
CSPC Pharmaceutical Group Ltd. | | | 23,040 | | | | 23,372 | |
Daiichi Sankyo Co., Ltd. | | | 2,748 | | | | 82,582 | |
Daiichi Sankyo Co., Ltd., SP ADR | | | 876 | | | | 26,341 | |
Dr. Reddy’s Laboratories, Ltd., ADR | | | 3,953 | | | | 206,702 | |
Eisai Co., Ltd. | | | 800 | | | | 32,619 | |
GSK PLC | | | 167,190 | | | | 2,672,521 | |
GSK PLC, ADR | | | 1 | | | | 32 | |
Kyowa Kirin Co., Ltd. | | | 1,400 | | | | 31,381 | |
Merck KGaA | | | 587 | | | | 100,835 | |
Novartis AG | | | 45,386 | | | | 3,671,186 | |
Novartis AG, SP ADR | | | 5,065 | | | | 407,834 | |
Novo Nordisk A/S, Class B | | | 27,773 | | | | 2,969,318 | |
Novo-Nordisk A/S, SP ADR | | | 6,449 | | | | 684,239 | |
| | Number of Shares | | | Value | |
Pharmaceuticals — (Continued) | | | | |
Ono Pharmaceutical Co., Ltd. | | | 2,900 | | | $ | 69,224 | |
Orion Oyj, Class B | | | 672 | | | | 30,469 | |
Otsuka Holdings Co., Ltd. | | | 1,900 | | | | 62,059 | |
Recordati Industria Chimica e Farmaceutica SpA | | | 64,128 | | | | 2,616,433 | |
Roche Holdings AG | | | 10,456 | | | | 3,369,359 | |
Roche Holdings AG, SP ADR | | | 15,336 | | | | 620,188 | |
Sanofi | | | 35,823 | | | | 2,928,537 | |
Sanofi, ADR* | | | 6,518 | | | | 267,434 | |
Shionogi & Co., Ltd. | | | 500 | | | | 24,412 | |
Sun Pharmaceutical Industries Ltd. | | | 23,057 | | | | 257,321 | |
Takeda Pharmaceutical Co., Ltd. | | | 3,600 | | | | 99,504 | |
| | | | | | | 30,085,863 | |
Pipelines — 0.1% | | | | | | | | |
Enbridge, Inc. | | | 6,937 | | | | 285,943 | |
TC Energy Corp. | | | 166 | | | | 8,001 | |
| | | | | | | 293,944 | |
Private Equity — 0.3% | | | | | | | | |
3i Group, PLC | | | 3,463 | | | | 48,746 | |
Antin Infrastructure Partners SA* | | | 14,222 | | | | 382,752 | |
Bridgepoint Group, PLC(a) | | | 152,117 | | | | 442,491 | |
Macquarie Korea Infrastructure Fund | | | 26,497 | | | | 253,022 | |
Partners Group Holding AG | | | 64 | | | | 61,776 | |
| | | | | | | 1,188,787 | |
Real Estate — 0.7% | | | | | | | | |
China Resources Land Ltd. | | | 9,714 | | | | 39,772 | |
CK Asset Holdings Ltd. | | | 11,000 | | | | 74,247 | |
Daito Trust Construction Co., Ltd. | | | 300 | | | | 29,513 | |
DLF Ltd. | | | 90,058 | | | | 435,028 | |
Emaar Properties PJSC | | | 257,662 | | | | 437,887 | |
Great Eagle Holdings, Ltd. | | | 377,662 | | | | 826,533 | |
Hongkong Land Holdings Ltd. | | | 6,100 | | | | 29,488 | |
Iguatemi SA | | | 38,900 | | | | 146,481 | |
KE Holdings, Inc., ADR* | | | 2,310 | | | | 41,672 | |
Mitsubishi Estate Co., Ltd. | | | 2,000 | | | | 26,934 | |
REA Group Ltd. | | | 633 | | | | 54,589 | |
Sun Hung Kai Properties Ltd. | | | 16,000 | | | | 187,972 | |
Sunac Services Holdings Ltd.(a) | | | 620 | | | | 187 | |
Swiss Prime Site AG* | | | 1,177 | | | | 101,224 | |
UOL Group, Ltd. | | | 11,900 | | | | 58,879 | |
Wharf Holdings Ltd., (The) | | | 14,000 | | | | 52,723 | |
Wharf Real Estate Investment Co., Ltd. | | | 14,000 | | | | 63,703 | |
| | | | | | | 2,606,832 | |
REITS — 0.3% | | | | | | | | |
Ascendas Real Estate Investment Trust | | | 23,000 | | | | 46,354 | |
13
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
REITS — (Continued) |
CapitaLand Integrated Commercial Trust | | | 25,000 | | | $ | 36,976 | |
Goodman Group | | | 6,677 | | | | 88,791 | |
Japan Metropolitan Fund Invest | | | 76 | | | | 60,357 | |
Japan Prime Realty Investment Corp. | | | 15 | | | | 44,429 | |
Link REIT | | | 67,900 | | | | 525,480 | |
Nippon Building Fund Inc. | | | 10 | | | | 49,810 | |
Nippon Prologis REIT, Inc. | | | 29 | | | | 72,956 | |
Nomura Real Estate Master Fund, Inc. | | | 23 | | | | 28,130 | |
Segro, PLC | | | 5,434 | | | | 59,301 | |
Unibail-Rodamco-Westfield* | | | 938 | | | | 48,222 | |
United Urban Investment Corp. | | | 51 | | | | 54,261 | |
| | | | | | | 1,115,067 | |
Retail — 2.3% | | | | | | | | |
Abu Dhabi National Oil Co for Distribution PJSC | | | 218,274 | | | | 263,740 | |
ANTA Sports Products Ltd. | | | 25,361 | | | | 305,408 | |
Astra International Tbk PT, ADR | | | 3,615 | | | | 33,800 | |
Cie Financiere Richemont SA, ADR | | | 12,160 | | | | 135,584 | |
Domino’s Pizza Enterprises Ltd. | | | 613 | | | | 26,422 | |
Fast Retailing Co., Ltd. | | | 147 | | | | 85,956 | |
Industria de Diseno Textil SA | | | 2,702 | | | | 58,340 | |
Li Ning Co., Ltd. | | | 29,000 | | | | 266,031 | |
Lojas Renner SA | | | 106,900 | | | | 546,993 | |
Moncler SpA | | | 634 | | | | 28,208 | |
Next, PLC | | | 352 | | | | 23,704 | |
Nitori Holdings Co., Ltd. | | | 500 | | | | 47,801 | |
PriceSmart, Inc. | | | 3,293 | | | | 208,348 | |
Restaurant Brands International, Inc. | | | 3,260 | | | | 192,340 | |
Ryohin Keikaku Co., Ltd. | | | 3,500 | | | | 32,461 | |
Sundrug Co., Ltd. | | | 23,000 | | | | 562,734 | |
Swatch Group AG, (The) | | | 12,465 | | | | 3,022,707 | |
Tsuruha Holdings, Inc. | | | 28,100 | | | | 1,559,734 | |
USS Co., Ltd. | | | 2,500 | | | | 44,117 | |
Wal-Mart de Mexico SAB de CV, SP ADR | | | 1,129 | | | | 37,076 | |
Welcia Holdings Co., Ltd. | | | 4,000 | | | | 83,774 | |
Wesfarmers Ltd. | | | 2,970 | | | | 95,007 | |
Yum China Holdings, Inc. | | | 11,728 | | | | 587,690 | |
Zalando SE(a)* | | | 717 | | | | 16,600 | |
| | | | | | | 8,264,575 | |
Semiconductors — 6.5% | | | | | | | | |
ASE Technology Holding Co., Ltd., ADR | | | 6,033 | | | | 34,750 | |
ASML Holding NV | | | 1,560 | | | | 761,463 | |
ASML Holding NV, ADR | | | 1,129 | | | | 553,142 | |
MediaTek, Inc. | | | 10,000 | | | | 216,367 | |
| | Number of Shares | | | Value | |
Semiconductors — (Continued) | | | | |
Rohm Co., Ltd. | | | 40 | | | $ | 2,993 | |
Samsung Electronics Co., Ltd. | | | 113,797 | | | | 5,041,295 | |
Samsung Electronics Co., Ltd., GDR | | | 3,744 | | | | 4,094,324 | |
SK Hynix, Inc. | | | 917 | | | | 64,472 | |
StarPower Semiconductor Ltd., Class A | | | 4,100 | | | | 234,580 | |
SUMCO Corp. | | | 34 | | | | 462 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 277,122 | | | | 4,536,431 | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | | | 84,389 | | | | 7,033,823 | |
Tokyo Electron Ltd. | | | 400 | | | | 125,455 | |
Tokyo Electron, Ltd., ADR | | | 1,048 | | | | 82,331 | |
United Microelectronics Corp., SP ADR* | | | 36,418 | | | | 241,451 | |
| | | | | | | 23,023,339 | |
Shipbuilding — 0.1% |
Hyundai Mipo Dockyard Co., Ltd.* | | | 6,333 | | | | 502,750 | |
| | | | | | | | |
Software — 1.8% | | | | | | | | |
AVEVA Group, PLC | | | 39,958 | | | | 1,295,773 | |
BlackBerry Ltd.* | | | 10,732 | | | | 63,748 | |
Dassault Systemes SE | | | 2,375 | | | | 91,588 | |
Dassault Systemes SE, ADR | | | 2,450 | | | | 94,692 | |
Kaspi.KZ JSC | | | 8,853 | | | | 532,244 | |
Konami Group Corp. | | | 500 | | | | 25,375 | |
NetEase, Inc. | | | 91,700 | | | | 1,637,524 | |
NetEase, Inc., ADR | | | 1,380 | | | | 122,144 | |
Nexon Co., Ltd. | | | 2,300 | | | | 45,798 | |
Open Text Corp. | | | 2,121 | | | | 66,769 | |
Oracle Corp Japan | | | 500 | | | | 29,786 | |
Playtech, PLC* | | | 137,204 | | | | 712,204 | |
SimCorp A/S | | | 19,809 | | | | 1,446,578 | |
TeamViewer AG, ADR* | | | 4,442 | | | | 22,032 | |
Temenos AG | | | 356 | | | | 29,154 | |
Ubisoft Entertainment SA* | | | 674 | | | | 31,082 | |
| | | | | | | 6,246,491 | |
Telecommunications — 3.3% | | | | | | | | |
America Movil SAB de CV, Class L, SP ADR | | | 7,257 | | | | 123,369 | |
BCE, Inc. | | | 5,954 | | | | 286,983 | |
Bharti Airtel Ltd. | | | 59,981 | | | | 543,335 | |
Chunghwa Telecom Co., Ltd., SP ADR | | | 10,212 | | | | 405,621 | |
Deutsche Telekom AG, SP ADR | | | 5,690 | | | | 107,712 | |
Elisa Oyj | | | 602 | | | | 32,194 | |
Hikari Tsushin, Inc. | | | 200 | | | | 25,285 | |
KDDI Corp. | | | 167,748 | | | | 5,133,279 | |
14
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
Telecommunications — (Continued) |
KT Corp. | | | 20,466 | | | $ | 567,181 | |
Millicom International Cellular SA, SDR* | | | 116 | | | | 1,660 | |
MTN Group Ltd. | | | 23,254 | | | | 168,313 | |
Nice Ltd., SP ADR* | | | 288 | | | | 61,450 | |
Nippon Telegraph & Telephone Corp. | | | 3,100 | | | | 84,023 | |
Nippon Telegraph & Telephone Corp., ADR | | | 984 | | | | 26,686 | |
Nokia Oyj, SP ADR | | | 12,708 | | | | 64,175 | |
SK Telecom Co., SP ADR | | | 4,948 | | | | 143,888 | |
SK Telecom Co Ltd., ADR | | | 2 | | | | 43 | |
SoftBank Group Corp. | | | 1,700 | | | | 67,340 | |
Spark New Zealand Ltd. | | | 9,362 | | | | 30,969 | |
Swisscom AG | | | 318 | | | | 164,416 | |
Tele2 AB, Class B | | | 2,532 | | | | 26,965 | |
Telefonaktiebolaget LM Ericsson, Class B | | | 423,845 | | | | 3,169,692 | |
Telefonaktiebolaget LM Ericsson, SP ADR | | | 2,495 | | | | 18,538 | |
Telefonica SA | | | 9,725 | | | | 40,135 | |
Telekomunikasi Indonesia Persero Tbk PT | | | 1,252,000 | | | | 383,401 | |
Turkcell Iletisim Hizmetleri AS, ADR | | | 1 | | | | 3 | |
| | | | | | | 11,676,656 | |
Toys/Games/Hobbies — 0.1% | | | | | | | | |
Bandai Namco Holdings, Inc. | | | 800 | | | | 60,029 | |
Nintendo Co., Ltd. | | | 200 | | | | 81,870 | |
Nintendo Co., Ltd., ADR | | | 1,152 | | | | 58,867 | |
| | | | | | | 200,766 | |
Transportation — 0.9% | | | | | | | | |
Aurizon Holdings Ltd. | | | 22,111 | | | | 55,922 | |
Canadian National Railway Co. | | | 3,433 | | | | 408,218 | |
Canadian Pacific Railway Ltd. | | | 2,583 | | | | 193,363 | |
Deutsche Post AG, SP ADR | | | 3,012 | | | | 110,239 | |
DSV A/S | | | 11,097 | | | | 1,639,783 | |
DSV AS, ADR | | | 826 | | | | 60,827 | |
East Japan Railway Co. | | | 500 | | | | 25,898 | |
Keio Corp. | | | 800 | | | | 30,440 | |
Kintetsu Group Holdings Co., Ltd. | | | 800 | | | | 27,165 | |
Kuehne + Nagel International AG | | | 222 | | | | 51,307 | |
Mitsui OSK Lines Ltd. | | | 9,000 | | | | 234,483 | |
MTR Corp Ltd. | | | 10,000 | | | | 51,213 | |
Odakyu Electric Railway Co., Ltd. | | | 1,900 | | | | 25,956 | |
Tobu Railway Co., Ltd. | | | 1,100 | | | | 25,989 | |
Yamato Holdings Co., Ltd. | | | 1,800 | | | | 28,060 | |
ZTO Express Cayman, Inc., ADR | | | 3,209 | | | | 83,595 | |
| | | | | | | 3,052,458 | |
| | Number of Shares | | | Value | |
Water — 1.0% | | | | | | | | |
Cia de Saneamento Basico do Estado de Sao Paulo, ADR* | | | 4,592 | | | $ | 42,981 | |
Severn Trent, PLC | | | 1,954 | | | | 63,117 | |
United Utilities Group, PLC | | | 272,518 | | | | 3,340,050 | |
| | | | | | | 3,446,148 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $313,988,321) | | | | | | | 308,721,936 | |
| | | | | | | | |
EXCHANGE TRADED FUNDS — 0.4% | | | | |
Diversified Financial Services — 0.4% | | | | |
iShares MSCI Saudi Arabia ETF | | | 31,168 | | | | 1,381,989 | |
TOTAL EXCHANGE TRADED FUNDS |
(Cost $1,295,552) | | | | | | | 1,381,989 | |
| | | | | | | | |
PREFERRED STOCKS — 0.3% | | | | | | | | |
Auto Manufacturers — 0.0% | | | | | | | | |
Porsche Automobil Holding SE 3.502% | | | 851 | | | | 60,004 | |
Banks — 0.1% | | | | | | | | |
Banco Bradesco SA, ADR 3.091% | | | 44,550 | | | | 161,717 | |
Bancolombia SA, SP ADR 5.262% | | | 1,414 | | | | 38,814 | |
| | | | | | | 200,531 | |
Chemicals — 0.1% | | | | | | | | |
Fuchs Petrolub SE 3.776% | | | 15,802 | | | | 427,662 | |
Cosmetics/Personal Care — 0.1% |
LG H&H Co., Ltd. 3.357% | | | 1,366 | | | | 372,295 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $1,689,436) | | | | | | | 1,060,492 | |
15
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Concluded)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 12.2% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(c) | | | 43,311,240 | | | $ | 43,311,240 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $43,311,240) | | | | | | | 43,311,240 | |
TOTAL INVESTMENTS — 99.7% | | | | | | | | |
(Cost $360,284,549) | | | | | | | 354,475,657 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.3% | | | | | | | 1,190,292 | |
NET ASSETS — 100.0% | | | | | | $ | 355,665,949 | |
* | 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, 2022, total market value of Rule 144A securities is $5,043,593 and represents 1.42% of net assets. |
(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, 2022, these securities amounted to $20 or 0% of net assets. |
(c) | The rate shown is as of August 31, 2022. |
ADR | American Depositary Receipt |
CDI | CREST Depository Interest |
GDR | Global Depositary Receipt |
NVDR | Non-Voting Depositary |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
16
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
STATEMENT of Assets and Liabilities
AUGUST 31, 2022
ASSETS | | | | |
Investments, at value (cost $316,973,309) | | $ | 311,164,417 | |
Short-term investments, at value (cost $43,311,240) | | | 43,311,240 | |
Foreign currency at value (cost $235,354) | | | 172,534 | |
Receivables for: | | | | |
Dividends | | | 1,265,821 | |
Investments sold | | | 2,749,292 | |
Capital shares sold | | | 474,940 | |
Prepaid expenses and other assets | | | 28,150 | |
Total assets | | $ | 359,166,394 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 3,129,226 | |
Capital shares redeemed | | | 80,020 | |
Sub-advisory fees | | | 142,996 | |
Other accrued expenses and liabilities | | | 148,203 | |
Total liabilities | | | 3,500,445 | |
Net assets | | $ | 355,665,949 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 38,265 | |
Paid-in capital | | | 381,143,060 | |
Total distributable earnings/(loss) | | | (25,515,376 | ) |
Net assets | | $ | 355,665,949 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 355,665,949 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 38,264,562 | |
Net asset value, offering and redemption price per share | | $ | 9.29 | |
17
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Statement of Operations
FOR THE YEAR ENDED AUGUST 31, 2022
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $935,905) | | $ | 8,326,273 | |
Total investment income | | | 8,326,273 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 1,768,512 | |
Custodian fees (Note 2) | | | 344,474 | |
Administration and accounting services fees (Note 2) | | | 250,847 | |
Transfer agent fees (Note 2) | | | 52,354 | |
Director fees | | | 41,580 | |
Legal fees | | | 40,123 | |
Audit fees and tax services | | | 37,391 | |
Officer fees | | | 29,206 | |
Registration and filing fees | | | 22,211 | |
Printing and shareholder reporting fees | | | 5,627 | |
Other expenses | | | 152,288 | |
Total expenses | | | 2,744,613 | |
Net investment income/(loss) | | | 5,581,660 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments and foreign currency transactions | | | (12,646,664 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (83,378,012 | ) |
Net realized and unrealized gain/(loss) on investments | | | (96,024,676 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (90,443,016 | ) |
18
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 5,581,660 | | | $ | 3,610,463 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | (12,646,664 | ) | | | 13,243,783 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (83,378,012 | ) | | | 44,996,998 | |
Net increase/(decrease) in net assets resulting from operations | | | (90,443,016 | ) | | | 61,851,244 | |
| | | | | | | | |
DIVIDEND AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (5,072,140 | ) | | | (2,348,112 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (5,072,140 | ) | | | (2,348,112 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 89,693,476 | | | | 55,323,661 | |
Reinvestment of distributions | | | 4,234,119 | | | | 1,902,390 | |
Shares redeemed | | | (25,570,223 | ) | | | (12,861,612 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 68,357,372 | | | | 44,364,439 | |
Total increase/(decrease) in net assets | | | (27,157,784 | ) | | | 103,867,571 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 382,823,733 | | | | 278,956,162 | |
End of period | | $ | 355,665,949 | | | $ | 382,823,733 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 8,416,052 | | | | 4,875,177 | |
Shares reinvested | | | 363,131 | | | | 175,659 | |
Shares redeemed | | | (2,483,280 | ) | | | (1,170,002 | ) |
Net increase/(decrease) in shares | | | 6,295,903 | | | | 3,880,834 | |
19
The accompanying notes are an integral part of the financial statements.
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, 2022 | | | 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 | | $ | 11.97 | | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.16 | | | | 0.12 | | | | 0.12 | | | | 0.14 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | (2.69 | ) | | | 2.00 | | | | 0.67 | | | | (0.35 | ) | | | (0.47 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (2.53 | ) | | | 2.12 | | | | 0.79 | | | | (0.21 | ) | | | (0.39 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.15 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.15 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Net asset value, end of period | | $ | 9.29 | | | $ | 11.97 | | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | |
Total investment return/(loss)(3) | | | (21.38 | )% | | | 21.46 | % | | | 8.61 | % | | | (2.12 | )% | | | (3.90 | )%(4) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s) | | $ | 355,666 | | | $ | 382,824 | | | $ | 278,956 | | | $ | 163,375 | | | $ | 176,968 | |
Ratio of expenses to average net assets | | | 0.73 | % | | | 0.75 | % | | | 0.75 | % | | | 0.94 | % | | | 0.80 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.48 | % | | | 1.08 | % | | | 1.24 | % | | | 1.56 | % | | | 2.21 | %(5) |
Portfolio turnover rate | | | 52 | % | | | 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. |
20
The accompanying notes are an integral part of the financial statements.
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2022
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 forty-eight 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 90.023 billion shares are currently classified two hundred and eleven 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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, 2022
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 | | $ | 308,721,936 | | | $ | 67,026,260 | | | $ | 241,695,656 | | | $ | 20 | |
Exchange Traded Funds | | | 1,381,989 | | | | 1,381,989 | | | | — | | | | — | |
Preferred Stocks | | | 1,060,492 | | | | 200,531 | | | | 859,961 | | | | — | |
Short-Term Investments | | | 43,311,240 | | | | 43,311,240 | | | | — | | | | — | |
Total Investments* | | $ | 354,475,657 | | | $ | 111,920,020 | | | $ | 242,555,617 | | | $ | 20 | |
* | 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 significant Level 3 transfers.
22
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2022
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 The RBB Fund Trust (formerly, 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, 2022
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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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
24
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2022
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 $1,768,512, 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 $124,177.
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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 |
$229,250,558 | $177,191,232 |
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
25
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2022
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, 2022, 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) |
$364,987,858 | $38,310,971 | $(48,650,639) | $(10,339,668) |
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, 2022, primarily attributed to foreign currency. There were no permanent differences between distributable earnings/(loss) and paid in capital.
As of August 31, 2022, the components of distributable earnings on a tax basis were as follows:
UNDISTRIBUTED ORDINARY INCOME | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | CAPITAL LOSS CARRYFORWARDS | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | QUALIFIED LATE-YEAR LOSSES |
$3,144,936 | $— | $(18,320,644) | $(10,339,668) | $— |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2022 and August 31, 2021 was as follows:
| | | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
| | 2022 | | | $ | 5,072,140 | | | $ | — | | | $ | 5,072,140 | |
| | 2021 | | | $ | 2,348,112 | | | $ | — | | | $ | 2,348,112 | |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2022, the Fund had short-term capital loss carryforwards of $18,320,644.
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18
26
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
AUGUST 31, 2022
of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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, 2022, the related statement of operations for the year ended August 31, 2022, the statements of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the four years in the period ended August 31, 2022 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, 2022, 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, 2022 and the financial highlights for each of the four years in the period ended August 31, 2022 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, 2022 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, 2022
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, 2022. 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, 2022, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$5,072,140 | $— |
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, 2022 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 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 2023.
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 $925,405 and earned $9,057,572 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 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 11-12, 2022 (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 Advisers LLC (“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) (CONTINUED)
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, one-year and three-year periods ended March 31, 2022. The Directors also considered the Fund’s 3rd quintile ranking within its Lipper Performance Group for the two-year period ended December 31, 2021.
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 3rd 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, 2023.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Adviser Program. The Adviser has delegated oversight of the Adviser Program to its Compliance Committee, whose process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period; (v) confirmation that the Fund did not breach 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) during the Period 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 the 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.
31
AQUARIUS INTERNATIONAL FUND
Other Information (Unaudited) (Concluded)
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
32
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:89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
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 |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman
Director | 2005 to present
1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
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 |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc.(asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
35
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 |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. (an investment advisory firm) | N/A | N/A |
36
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: 39 | 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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, 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Chandler
37
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited) (Concluded)
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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
38
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 |
39
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. |
40
[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-AR22
Boston Partners Investment Funds
of The RBB Fund, Inc.
Annual Report
August 31, 2022
Boston Partners All-Cap Value Fund
Boston Partners Small Cap Value Fund II
WPG Partners Select Small Cap Value Fund
WPG Partners Small/Micro Cap Value Fund
Boston Partners Global Sustainability Fund
Boston Partners Global Equity Fund
Boston Partners Emerging Markets Fund
Boston Partners Long/Short Equity Fund
Boston Partners Long/Short Research Fund
Boston Partners Global Long/Short Fund
Boston Partners Emerging Markets Dynamic Equity Fund
BOSTON PARTNERS INVESTMENT FUNDS
Table of Contents
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY
Dear Shareholder,
The fiscal year ended August 31, 2022, saw some of the worst investment performance in recent memory, with stocks (as measured by the S&P 500) dropping by -11.23% and bonds (as measured by the Bloomberg U.S. Aggregate Bond Index) falling by an even greater -11.52%. It was the worst fiscal year performance for the S&P 500 since the Global Financial Crisis in 2009 and the worst performance on record for the Aggregate Bond Index on data back to 1980.
Returns for the fiscal year can be broken into four phases:
Phase 1 – From August to December with the S&P 500 gaining +5.38%, with the return driven by the re-opening of the U.S. economy on COVID vaccination progress, historically benign financial conditions, and overall stellar earnings results on a year-over-year basis.
Phase 2 – From December to June with Russia invading Ukraine, inflation hitting a 40-year high of 9.1% and the U.S. Federal Reserve (“Fed”) hiking rates on three occasions by the greatest amount since 1994. During this phase, the S&P 500 fell by -19.97% and the Aggregate Bond Index by -10.35% as the yield on the 10-Year Treasury bond doubled from 1.51% to 3.02%.
Phase 3 – From the end of June to August 15th which brought a short-lived reprieve to falling prices, largely the result of what was thought to be a “pivot” on future interest actions by the Fed based upon comments made by Chairman Jerome Powell. At a July 27th press conference, Chairman Powell stated that rates had reached “neutral status” and that “at some point it will be appropriate to slow down (rate hikes)” and several market pundits touted the notion that “peak inflation” was at hand. During this phase the S&P 500 gained +13.72% and the Aggregate Bond Index a positive +1.86%.
Phase 4 – From August 16th to the end of the month where the S&P 500 fell by -7.88% and bonds by -2.27% as a chorus of members of the Federal Open Market Committee openly challenged the notion of an early Fed exit from tightening. That was cemented by Chairman Powell in a prepared speech on August 26th at the Fed’s Jackson Hole Economic Symposium, when Chairman Powell channeled his “inner Paul Volcker” and slammed the door on the premise of an early exit from Fed tightening. Excerpts from his 11-minute speech included: “History warns against prematurely loosening policy”; “Higher rates will bring some pain to households and businesses, but a failure to restore price stability would mean far greater pain”; “Restoring price stability will likely require maintaining a restrictive policy stance for some time” and “We must keep at it until the job is done”.
The S&P 500 ended the month of August with a loss of -4.08% on a total return basis in what is being called “a pivot on the pivot”.
Only three of the eleven sectors that comprise the S&P 500 found their way into positive territory for the year, led by the Energy sector which gained +75.21%, supported by a +80.58% increase in oil prices and a +105.90% jump in the price of natural gas as the war in Ukraine disrupted global supply chains, that when coupled with cuts in production by OPEC, contributed to a worldwide energy supply/demand imbalance that triggered the higher prices. Two classic “defensive” sectors also had positive returns, Utilities at +11.72% and Consumer Staples at +4.08% as investors sought what have historically proven to be “safer” investments in times of turmoil.
At the other end of the spectrum came sectors with the longest durations, or those with the greatest sensitivity to rising interest rates: Information Technology at -14.34%, Consumer Discretionary at -16.17% and Communication Services at -35.19%, hurt by interest rates that increased by an average of 2.62% across the Treasury yield curve of maturities between two and ten years in length.
Evidence of the “risk-off” mentality by investors prevailed across virtuality all capitalizations, styles and geographies as the Russell 1000 Index of large-cap stocks beat (loss less than) the Russell 2000 Index of small-cap stocks, -12.96% to -18.88%; high-quality stocks (those rated “B+” or higher by Standard & Poor’s) beat low-quality stocks (“B” or lower) -8.50% to -26.24%; the lowest beta quintile of the S&P 500 beat the highest beta quintile -3.11% to -11.35%.
Returns of foreign stocks were mixed relative to the U.S. in local currency terms as the MSCI EAFE Index of developed market stocks returned -5.96% for the year, while the MSCI Emerging Markets Index dropped by -15.44%. In $U.S. dollar terms, the results were weaker, the MSCI EAFE Index at -19.37% and MSCI EM Index at -21.48%, respectively. The DXY Index, a measure of the dollar’s return relative to the currencies of the United States’ sixteen largest trading partners, gained +17.35% for the year with the dollar benefitting from its “safe haven” status.
Value as an investment style is outpaced Growth by a margin not seen since the bursting of the “dot com” bubble some twenty years ago. The average return for the Russell 1000 Value Index, the Russell Mid-Cap Value Index and the Russell 2000 Small-Cap Value Index for the fiscal year ended August 31, 2022, was -8.10% versus the -23.67% posted by their Russell Growth counterparts across the three capitalization ranges.
Looking Ahead
Chairman Powell’s Jackson Hole speech triggered a significant shift in the future landscape of interest rates. In mid-July, the futures market was pricing a 28% chance of a 75-basis point hike by the FOMC at the conclusion of its September 21st meeting. After the speech, the probability rose to a 75% chance of a 75-basis point move.
Annual Report 2022 | 1
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY (concluded)
A month ago, Fed Fund futures were signalling that rates would peak at 3.3% in early 2023 and that the Fed would begin to cut rates by the summer to the 2% range. After the speech, the futures market recalibrated, projecting that rates would peak at 3.7% in February 2023 and stay north of 3% until late 2024. Currently, the interest rate swap market is pricing an even higher terminal rate of over 4.2% by early next year.
While headline inflation readings have begun to subside, mostly due to the recent drop in oil and gasoline prices, the “peak inflation” hypothesis remains challenged by analysis and data that suggests that underlying strength in inflation remains. For example, the median CPI, or the rate of inflation on the component that falls in the 50th percentile of price changes, increased to 6.69% in August from 6.26% in July, while the Cleveland Fed’s Trimmed-Mean CPI, which excludes 8% of the highest and 8% of the lowest prices change categories, also increased in August to 7.21% from July’s reading of 6.99%. The Atlanta Fed’s Core Sticky CPI, a weighted basket of items that change price relatively slowly, increased to 5.9% in August from 5.62% in July. All three suggest that underlying inflation could stay higher for longer.
It is also important to note that the pace of the Fed’s quantitative tightening has also doubled in the last month, from $30 billion to $60 billion of U.S. Treasury’s hitting the open market, and $17.5 billion to $35 billion of mortgage-backed securities, likely adding upward pressure to interest rates. The Atlanta Fed has estimated that every $1 trillion in quantitative tightening over a 3-year period is the equivalent of an additional 34 basis point hike in the Fed Funds rate. Members of the Fed have indicated that a $3 trillion reduction in the Fed’s balance sheet over the next three years is their current goal. Higher rates and newly lowered earnings expectations remain a significant headwind for higher stock prices.
The Fed is fully aware that economic growth must drop below trend for a period of time in order to create enough slack in the economy that, in turn, acts to limit inflationary pressures. How much monetary restraint for how long remains as the Fed’s critical challenge.
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of September 30, 2022 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 2022
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, 2022. The Fund generated a net return of -3.76% for its Institutional Class shares during the past year, versus its Benchmark’s return of -6.49%.
During the fiscal year ended August 31, 2022, stock selection within Health Care, Industrials, and Technology sectors were the primary drivers of the Fund’s outperformance. In the Health Care sector, distributors McKesson and AmerisourceBergen added value after strong earnings reports and reaching an agreement with 46 states on opioid litigation which has removed a liability overhang. Health insurers Elevance and Centene reported strong earnings and received a generous 4% price increase from government reimbursement for 2022. Within Industrials, Huron Consulting has seen a reacceleration in revenues from healthcare clients where they enjoy their best margins. Our positions in defense-related companies, including Howmet and Curtiss-Wright, outperformed as the Ukrainian conflict will likely result in increased defense spending in the US and Europe. In Technology, avoiding larger cap semiconductor names that underperformed, such as Intel, Micron and software company Salesforce, helped relative returns. From a sector allocation perspective, our underweight to Communication Services and Real Estate and overweight to Energy contributed positively to relative performance.
Sector allocation detracted from relative performance during the fiscal year period due to our underweight to Utilities and Consumer Staples and overweight to Technology and Consumer Discretionary. Stock selection in Consumer Staples was the only sector that reduced relative returns during the one-year period. In Consumer Staples, our position in Nomad Foods underperformed as the company’s margins were squeezed as commodity costs increased and pricing of frozen vegetables remained competitive on supermarket shelves. Not owning Procter and Gamble, Coca-Cola, General Mills and Archer-Daniels-Midland also reduced relative performance as investors sought refuge in the perceived safety of this defensive sector amid the market downturn.
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 Technology sector, we added to our semiconductor exposure such as Applied Materials and KLA. The group has lagged despite strong backlogs as customers are still catching up from the chip shortages over the past few quarters. In Consumer Staples, we added Keurig Dr. Pepper. The successful merger of these two businesses has resulted in accelerating organic growth, increased margins, and carbonated soft drinks are exhibiting pricing power in this inflationary environment. In Consumer Discretionary, we sold retail-related names that exceeded our price targets, including Lowe’s and eBay. We trimmed our exposure to Industrials, which included selling the building materials company, Owens Corning. The company was approaching our price target and we were concerned about the sustainability of its roofing and insulation businesses with rising mortgage rates. 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
Top Ten Positions (as of 8/31/22) | | % of Net Assets |
iShares Russell 1000 Value ETF | | 5.0 | % |
iShares Russell 2000 Value ETF | | 5.0 | % |
Johnson & Johnson | | 3.0 | % |
Bank of America Corp. | | 2.0 | % |
AbbVie, Inc. | | 1.9 | % |
UnitedHealth Group, Inc. | | 1.8 | % |
Pfizer, Inc. | | 1.7 | % |
McKesson Corp. | | 1.6 | % |
Elevance Health, Inc. | | 1.5 | % |
JPMorgan Chase & Co. | | 1.5 | % |
| | | |
Portfolio Review (as of 8/31/22) | | | |
P/E: Price/Earnings: | | 11.2 | |
P/B: Price/Book: | | 2.3 | |
Holdings: | | 134 | |
Weighted Average Market Capitalization (millions): | | $100,128 | |
ROE: Return on Equity: | | 27.9 | % |
OROA: Operating Return on Operating Assets: | | 134.7 | % |
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.
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
Annual Report 2022 | 3
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, 2012 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, 2022
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | -3.76 | % | | | 8.04 | % | | | 11.58 | % | | | 0.83 | % | | | 0.80 | % |
Russell 3000® Value Index | | | -6.49 | % | | | 7.77 | % | | | 10.44 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | -13.28 | % | | | 11.29 | % | | | 12.77 | % | | | 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 March 2, 2023 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.
4 | Annual Report 2022
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, 2012 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, 2022
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | -4.00 | % | | | 7.78 | % | | | 11.32 | % | | | 1.08 | % | | | 1.05 | % |
Russell 3000® Value Index | | | -6.49 | % | | | 7.77 | % | | | 10.44 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | -13.28 | % | | | 11.29 | % | | | 12.77 | % | | | 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 March 2, 2023 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.
Annual Report 2022 | 5
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (unaudited)
Dear Shareholder,
The Boston Partners Small Cap Value Fund II Institutional Class (“Fund”) returned -8.88% for the fiscal year ended August 31, 2022, net of fees, which was above its benchmark, the Russell 2000 Value Index (“Index”), which returned -10.18% for the fiscal year ended August 31, 2022.
In a reversal of last year’s strength, markets in the United States as measured by the S&P 500® Index have declined -11.2% year-to-date through August 2022 as evidence of slower economic growth, tightening financial conditions, increasing inflation and continuing supply chain pressures weighed on investor sentiment. The Boston Partners Small Cap Value II Fund was able to avoid some of the pitfalls of the small cap value market and preserve capital for shareholders. As the market became more volatile, valuation spreads across stocks widened, providing opportunities and a good stock picking environment. The team continued our process of investing in stocks that exhibit attractive valuation, strong fundamentals and positive business momentum and sold stocks when our sell discipline was triggered.
For the fiscal year period, stock selection was the primary driver of the outperformance versus the Index and was led by selection in Communication Services, Health Care and Industrials sectors. In addition, the Fund’s overweight to Energy, the best performing sector for the Index at 69.1%, added to relative performance along with an underweight to Health Care, one of the worst performing sectors at -29.4%. The underweight is primarily from the avoidance of biotechnology companies due to their lack of profitability and often premium valuations.
Within the Communication Services sector, media holdings such as Nexstar Media Group performed well. Nexstar posted a 30.2% return on solid quarterly earnings and an increase to its quarterly dividend to $0.90 per share, returning more capital to shareholders. Media holding TEGNA Inc. rose 23.0% on the announced acquisition of the company (taken private) at $24 per share, a 39% premium to its September 2021 price prior to speculation of a deal. A lack of entertainment positions added to relative performance as the industry dropped -64.6% for the Index, primarily due to AMC Entertainment’s return of -73.5%. The stock did not fit our investment criteria, exhibiting increasingly unattractive prices for very poor fundamentals (e.g., lack of profitability).
Healthcare technology company Change Healthcare “(Change”) was a top contributor for the Fund with a 12.6% return over the period. The recent extension of their merger agreement with UnitedHealth Group provided more time to pass regulatory hurdles, a special dividend of $2 per share to Change shareholders and a special per share payment to Change shareholders if the deal falls through. The Fund’s holdings within the life sciences tools and services industry held up better at -35.2% overall than those in the Index, which dropped -78.0%. Lack of exposure to the volatile biotech industry added value on the industry’s -39.5% decline in the Index.
Within the Industrials sector, the positive returns for the portfolio’s aerospace & defense holdings added to relative performance, including Curtiss-Wright Corp. and BWX Technologies. Electrical equipment holding Array Technologies posted higher than expected earnings for Q1 and Q2 2022 and is expected to receive benefits from the Inflation Reduction Act tax credits.
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Graphic Packaging Holding Co. | 2.5 | % |
Change Healthcare, Inc. | 2.4 | % |
WESCO International, Inc. | 2.3 | % |
Stride, Inc. | 2.0 | % |
SLM Corp. | 1.8 | % |
ABM Industries, Inc. | 1.7 | % |
Callaway Golf Co. | 1.6 | % |
Harley-Davidson, Inc. | 1.6 | % |
Valvoline, Inc. | 1.5 | % |
Concentrix Corp. | 1.3 | % |
| | |
Portfolio Review (as of 8/31/22) | | |
P/E: Price/Earnings: | 9.6 | |
P/B: Price/Book: | 1.8 | |
Holdings: | 176 | |
Weighted Average Market Capitalization (millions): | $3,434 | |
ROE: Return on Equity: | 29.0 | % |
OROA: Operating Return on Operating Assets: | 36.0 | % |
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.
Conversely, areas where stock selection detracted included Consumer Staples and Information Technology. Energizer Holdings returned -25.9% on rising input costs and transportation expenses which reduced profit margins. The company has taken steps to improve productivity, demand remains healthy and pricing increases are protected in value brands (e.g., Rayovac). Within Information Technology, IT services companies TTEC Holdings (-49.8%) and Unisys Corp (-61.5%) both declined after beating earnings estimates for the most recent quarter but lowering their outlook for the remainder of the year on headwinds such as the strong US dollar and rising labor costs.
While rising interest rates and higher inflation have weighed on markets, we are encouraged that investors have once again valued corporate profitability, manageable debt levels and more reasonable valuations for stocks. Regardless of market environment, we strive to avoid expensive, unprofitable companies. We believe that high-quality companies, selling at discounted valuations, that produce positive free cash flow and exhibit solid balance sheets, will outperform. As always, we continue to endeavor to structure the Fund with better than market valuation, strong fundamentals and positive business momentum for long term outperformance.
Sincerely,
George Gumpert, CFA
Portfolio Manager for the Boston Partners Small Cap Value Fund II
6 | Annual Report 2022
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, 2012 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, 2022 |
|
| | 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 | | | -8.88 | % | | | 6.30 | % | | | 9.39 | % | | | 1.01 | % | | | 0.99 | % |
Russell 2000® Value Index | | | -10.18 | % | | | 6.56 | % | | | 9.49 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | -17.88 | % | | | 6.95 | % | | | 10.01 | % | | | 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 March 2, 2023 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.
Annual Report 2022 | 7
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, 2012 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, 2022 |
| | | | | | |
| | 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 | | | -9.11 | % | | | 6.02 | % | | | 9.11 | % | | | 1.26 | % | | | 1.24 | % |
Russell 2000® Value Index | | | -10.18 | % | | | 6.56 | % | | | 9.49 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | -17.88 | % | | | 6.95 | % | | | 10.01 | % | | | 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 March 2, 2023 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.
8 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SELECT SMALL CAP VALUE FUND (unaudited)
Dear Shareholder,
We ended last year’s annual shareholder letter with the following quote: “Value stocks look well positioned relative to growth stocks.” In retrospect, this was an understatement. For the Fiscal Year ending August 2022, the Russell 2000 Value Index outperformed the Russell 2000 Growth Index by 14 percentage points. During this period, the WPG Partners Select Small Cap Value Fund outperformed its benchmark, with the vast majority of outperformance from security selection. The Fund benefitted from positions in Healthcare, Industrials and Energy sectors while the Consumer Discretionary sector detracted from performance during the fiscal year.
Since inception of the Fund, the strategy successfully weathered the unwind of a global asset price bubble. Unprecedented amounts of fiscal and monetary liquidity injections, coupled with unsustainably low interest rates, led to quickly accelerating global demand. Seemingly endless “free” money was pumped into unprofitable start-ups and “growth-at-any-cost” technology companies. The U.S. Unemployment Rate reached its lowest level since 1969, and wage growth accelerated. Inflation arrived and has become near-term entrenched, though there is some hope of relief on the horizon. As central banks globally began tightening actions, many unprofitable business models lost funding, risk was re-priced across asset classes, and valuation multiples contracted across public equities. In addition to inflation and interest rate dynamics, the world is grappling with the war in Ukraine, an “energy crisis,” a soft Chinese economy and geopolitical nationalism. Our process has proven resilient through the turmoil.
While the backdrop for broader equity market indices is murky, the inflationary backdrop bodes well for our investment style. We believe we are still in the early innings of decade-long secular trends that benefit the companies on which we are most acutely focused. Regional banks are over-capitalized relative to previous recessions and are medium-term beneficiaries of higher interest rates and a steeper yield curve. The U.S. consumer has higher savings than at any time in the last two decades. Most importantly, supply chain concerns and geopolitical uncertainty are driving U.S. domestic “re-shoring” initiatives. These projects are just getting started and often take ten or more years to complete. U.S. healthcare end-markets appear to be growing again and beyond much of the legislative overhang after two years of fits and starts. All these factors benefit U.S. small cap value equities.
We remain diligently disciplined in our process and believe our strategy has proven its ability to perform in a variety of market environments. We are seeing select opportunities to purchase equities trading near cash or liquidation values as well as exciting opportunities in businesses that are likely to benefit greatly from the inflationary backdrop discussed above. We have also seen evidence of increasing M&A activity at attractive premiums, a welcome development for small cap equities. We believe the recent market drawdown has provided an attractive entry point, and we look forward to managing our portfolios to try to take advantage of these opportunities for our clients.
Sincerely,
Eric Gandhi, CFA
Portfolio Manager for the WPG Partners Select Small Cap Value Fund
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Rambus, Inc. | 4.6 | % |
Altra Industrial Motion Corp. | 4.5 | % |
Univar Solutions, Inc. | 4.4 | % |
Kirby Corp. | 4.1 | % |
Maxar Technologies, Inc. | 3.9 | % |
Pacira BioSciences, Inc. | 3.8 | % |
SM Energy Co. | 3.8 | % |
Tronox Holdings PLC, Class A | 3.7 | % |
Axis Capital Holdings Ltd. | 3.3 | % |
NMI Holdings, Inc., Class A | 3.2 | % |
| | |
Portfolio Review (as of 8/31/22) | | |
P/E: Price/Earnings: | 9.8 | |
P/B: Price/Book: | 1.5 | |
Holdings: | 41 | |
Weighted Average Market Capitalization (millions): | $2,580 | |
ROE: Return on Equity: | 13.8 | % |
OROA: Operating Return on Operating Assets: | –35.5 | % |
Portfolio holdings are subject to change at any time.
Value investing involves buying the stocks of companies that are out of favor or are undervalued. This may adversely affect The WPG Partners Select Small 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.
Annual Report 2022 | 9
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SELECT SMALL CAP VALUE FUND (unaudited) (concluded)
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on December 29, 2021 (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 Russell 2000® Value Index is unmanaged, does not incur expenses and is not available for investment.
For The Period Ended August 31, 2022 |
| | | | | | | | |
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
WPG Partners Select Small Cap Value Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | n/a | | | | n/a | | | | n/a | | | | -6.00 | % | | | 6.00 | % | | | 1.10 | % |
Russell 2000® Value Index | | | n/a | | | | n/a | | | | n/a | | | | -12.28 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the fund was December 29, 2021. |
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 1.10% 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 March 2, 2023 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, 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.
10 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (unaudited)
Dear Shareholder,
We ended last year’s annual shareholder letter with the following quote: “Value stocks look well positioned relative to growth stocks.” In retrospect, this was an understatement. For the Fiscal Year ending August 2022, the Russell 2000 Value Index outperformed the Russell 2000 Growth Index by 14 percentage points. During this period, the WPG Partners Small/Micro Cap Value Fund outperformed its benchmark, with the vast majority of outperformance from security selection. The Fund benefitted from positions in Energy, Healthcare and Materials sectors while the Consumer Discretionary sector detracted from performance during the fiscal year.
Over the last twelve months, the strategy successfully weathered the unwind of a global asset price bubble. Unprecedented amounts of fiscal and monetary liquidity injections, coupled with unsustainably low interest rates, led to quickly accelerating global demand. Seemingly endless “free” money was pumped into unprofitable start-ups and “growth-at-any-cost” technology companies. The U.S. Unemployment Rate reached its lowest level since 1969, and wage growth accelerated. Inflation arrived and has become near-term entrenched, though there is some hope of relief on the horizon. As central banks globally began tightening actions, many unprofitable business models lost funding, risk was re-priced across asset classes, and valuation multiples contracted across public equities. In addition to inflation and interest rates dynamics, the world is grappling with the war in Ukraine, an “energy crisis,” a soft Chinese economy and geopolitical nationalism. Our process has proven resilient through the turmoil.
While the backdrop for broader equity market indices is murky, the inflationary backdrop bodes well for our investment style. We believe we are still in the early innings of decade-long secular trends that benefit the companies on which we are most acutely focused. Regional banks are over-capitalized relative to previous recessions and are medium-term beneficiaries of higher interest rates and a steeper yield curve. The U.S. consumer has higher savings than at any time in the last two decades. Most importantly, supply chain concerns and geopolitical uncertainty are driving U.S. domestic “re-shoring” initiatives. These projects are just getting started and often take ten or more years to complete. U.S. healthcare end-markets appear to be growing again and beyond much of the legislative overhang after two years of fits and starts. All these factors benefit U.S. small cap value equities.
We remain diligently disciplined in our process and believe our strategy has proven its ability to perform in a variety of market environments. We are seeing select opportunities to purchase equities trading near cash or liquidation values as well as exciting opportunities in businesses that are likely to benefit greatly from the inflationary backdrop discussed above. We have also seen evidence of increasing M&A activity at attractive premiums, a welcome development for small cap equities. The recent market drawdown has provided an attractive entry point, and we look forward to managing our portfolios to try to take advantage of these opportunities for our clients.
Sincerely,
Eric Gandhi, CFA, Gregory Weiss & Richard Shuster, CFA
Portfolio Managers for the WPG Partners Small/Micro Cap Value Fund
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Univar Solutions, Inc. | 2.3 | % |
SM Energy Co. | 2.2 | % |
Altra Industrial Motion Corp. | 2.2 | % |
Rambus, Inc. | 2.2 | % |
Valvoline, Inc. | 2.1 | % |
Popular, Inc. | 2.0 | % |
Brixmor Property Group, Inc. | 1.9 | % |
Kirby Corp. | 1.9 | % |
Maxar Technologies, Inc. | 1.8 | % |
KBR, Inc. | 1.8 | % |
| | |
Portfolio Review (as of 8/31/22) | | |
P/E: Price/Earnings: | 9.5 | |
P/B: Price/Book: | 1.5 | |
Holdings: | 112 | |
Weighted Average Market Capitalization (millions): | $3,101 | |
ROE: Return on Equity: | 16.6 | % |
OROA: Operating Return on Operating Assets: | 9.7 | % |
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.
Annual Report 2022 | 11
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (unaudited) (concluded)
Comparison of Change in Value of $100,000 Investment in WPG Partners Small/Micro Cap Value Fund vs. Russell 2000® Value Index |
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on August 31, 2012 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, 2022 |
| | | | | | |
| | 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 | | | 4.59 | % | | | 7.87 | % | | | 7.90 | % | | | 1.28 | % | | | 1.10 | % |
Russell 2000® Value Index | | | -10.18 | % | | | 6.56 | % | | | 9.49 | % | | | 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 March 2, 2023 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.
12 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND (unaudited)
Dear Shareholder,
The Boston Partners Global Sustainability Fund (“Fund”) outperformed its benchmark, the MSCI World Index Net (“Benchmark”) in the eight-month period ended August 31, 2022. The Fund generated a net return of -13.45% versus the Benchmark return of -17.78%.
Stock selection was the primary driver of Fund outperformance, yielding 290 basis points versus the Benchmark with Health Care, Consumer Discretionary, and Industrials leading the pack. Within Health Care, Cigna performed well owing to medical loss ratios returning to the low 80s in 2022 from higher, COVID-impacted levels last year. Humana has also been a strong contributor owing to favorable utilization trends and below-plan COVID costs as well as an investor day that laid out a 2025 earnings target above street expectations. Within the Consumer Discretionary sector, AutoZone continued to comp positively versus very strong COVID numbers last year as it took a further share in the commercial market and benefited from an aging car parc. The Industrials sector performance was led by Rheinmetall as the Russian invasion of Ukraine spurred an uptick in defense spending intentions globally and by IHI Corp, where a combination of the air traffic recovery and sale of non-core assets has buoyed the stock.
Sector allocation also contributed to performance led by our overweight positions in the Health Care and Communication Services sectors and underweight in the Technology sector. Unattractive valuation drove our underweight in Utilities, which ultimately detracted from Fund performance given the sector’s defensive qualities. Similarly, an underweight position in the Consumer Staples sector hurt relative performance as did the holding in Tesco plc as fears of increasing pressure on the UK consumer hurt the stock of what is traditionally a defensive grocer.
Market volatility year to date provided opportunity to initiate positions in several stocks possessing the positive momentum, high quality, attractive valuation, and good sustainability characteristics we require for inclusion in the portfolio. One example within Materials is Norsk Hydro, a European aluminum producer that is structurally advantaged owing to its owned and contracted renewable power assets. Hydro and wind power installations provide a long-term source of low-cost electricity in an environment where competitors’ power costs are rising and also allow for aluminum with ~75% lower CO2 intensity than peer products. An example within the Communication Services sector is Deutsche Telekom, a low-cost way to own U.S. mobile share gainer T-Mobile via its 48% ownership stake in TMUS. In other instances, we sold stocks as they approached price targets, including Hitachi, Ltd. a Japanese industrial conglomerate where weakening momentum was a growing concern. At a sector level, Fund positioning has shifted toward Health Care and Consumer Staples and away from Industrials and Consumer Discretionary as we positioned for a less constructive macro environment characterized by high inflation, high interest rates, and slowing growth.
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Cigna Corp. | 3.2 | % |
Johnson & Johnson | 3.0 | % |
CVS Health Corp. | 2.6 | % |
Humana, Inc. | 2.4 | % |
AbbVie, Inc. | 2.3 | % |
Deutsche Telekom AG | 2.3 | % |
Rexel SA | 2.0 | % |
Coca-Cola European Partners PLC | 2.0 | % |
Tesco PLC | 2.0 | % |
Alphabet, Inc., Class A | 1.9 | % |
| | |
Portfolio Review (as of 8/31/22) | | |
P/E: Price/Earnings: | 13.9 | |
P/B: Price/Book: | 2.1 | |
Holdings: | 79 | |
Weighted Average Market Capitalization (millions): | $116,547 | |
ROE: Return on Equity: | 20.1 | % |
OROA: Operating Return on Operating Assets: | 127.7 | % |
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.
In the face of market volatility, we plan to stick to our knitting. We will seek to continue identifying stocks with good momentum, quality fundamentals, cheap valuation, and attractive sustainability credentials to construct a three-circle portfolio, which you’ve come to expect of Boston Partners. We look forward to updating you on our further progress going forward.
Sincerely,
Soyoun Song
Portfolio Manager for the Boston Partners Global Sustainability Fund
Annual Report 2022 | 13
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND (unaudited) (concluded)
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on December 29, 2021 (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 Period Ended August 31, 2022 |
| | | | | | | | |
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Sustainability Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | n/a | | | | n/a | | | | n/a | | | | -13.80 | % | | | 1.25 | % | | | 0.90 | % |
MSCI World Index - Net Return | | | n/a | | | | n/a | | | | n/a | | | | -18.06 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the fund was December 29, 2021. |
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 0.90% 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 0.90%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until March 2, 2023 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 0.90% 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.
14 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY FUND (unaudited)
Dear Shareholder,
The MSCI World Index Net (the “Index”) returned -15.08% during the fiscal year ended August 31, 2022. The Index declined as evidence of slower economic growth, tightening financial conditions, increasing inflation, and continued supply chain pressures all weighed on investor sentiment. In addition, the MSCI World Value Index outperformed the MSCI World Growth Index during the period. During the fiscal year, the Boston Partners Global Equity Fund (the “Fund”) outperformed the MSCI World Index, returning -8.27%.
Both sector allocation and stock selection aided Fund performance over the fiscal year. Allocation helped primarily in the Energy sector, where the Fund’s overweight positioning in oil and gas companies benefitted from rising oil prices and strong demand. The Fund’s underweight positioning in the cyclical Communication Services and Information Technology sectors also benefitted relative performance, as these market areas underperformed the overall Index. However, this was partially offset by the Fund’s underweight positioning in the more defensive Utilities and Consumer Staples sectors, which detracted from relative performance as investors sought perceived safety amidst the market decline. Stock selection contributed positively in the Health Care and Communication Services sectors. In Health Care, providers and services holdings, including McKesson Corporation (“McKesson”) and Cigna Corporation (“Cigna”), aided performance. McKesson continues to beat expectations and increase guidance. As the CDC’s primary vaccine distributor, McKesson should continue to benefit from vaccine distribution as well as recovering pharmaceutical distribution as doctor visits return to pre-pandemic levels. While valuation has increased recently, it remains depressed relative to history and to the valuation of the overall stock market. Cigna continues to beat revenue expectations, and the company’s fundamentals remain strong. The Fund continues to hold both positions. In Communication Services, Nexstar Media Group reported positive results as overall advertising exceeded expectations in most territories year-over-year, benefiting relative performance. T-Mobile also aided performance. Shares rose after quarterly results pointed to momentum in subscriber growth. The Fund continues to hold both names.
Conversely, stock selection detracted in the Industrials and Consumer Staples sectors. In Industrials, Travis Perkins plc (“Travis Perkins”) underperformed. Travis Perkins is a UK-based general building supplier. The stock fell as investors worried that post-COVID reopening, higher rates, and macro uncertainty would hit the topline. We closed the position in April. In Consumer Staples, the Fund’s positions in Nomad Foods Ltd (“Nomad”) and Asahi Group Holdings (“Asahi”) were among the detractors from performance during the fiscal year. Nomad declined on weak sales trends and lowered guidance, and we closed the position in May. Asahi’s momentum was challenged by negative Covid-19 impacts (on-trade exposure, downtrading) but improved through the year as demand started to recover. The Fund continues to hold the name.
The 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
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Nexstar Media Group, Inc., Class A | 2.3 | % |
Cigna Corp. | 2.2 | % |
CVS Health Corp. | 2.2 | % |
AbbVie, Inc. | 2.0 | % |
Glencore PLC | 1.9 | % |
Sanofi | 1.9 | % |
Cenovus Energy, Inc. | 1.8 | % |
Everest Re Group Ltd. | 1.8 | % |
Deutsche Telekom AG | 1.7 | % |
Centene Corp. | 1.7 | % |
Portfolio Review (as of 8/31/22) | |
P/E: Price/Earnings: | 9.6 | |
P/B: Price/Book: | 2.0 | |
Holdings: | 100 | |
Weighted Average Market Capitalization (millions): | $71,733 | |
ROE: Return on Equity: | 22.9 | % |
OROA: Operating Return on Operating Assets: | 108.6 | % |
Portfolio holdings are subject to change at any time.
International investing is subject to special risks including, but not limited to, currency risk associated with securities denominated in other than US dollar, which may be affected by fluctuations in currency exchange rates, political, social or economic instability, and differences in taxation, auditing and other financial practices. Investment in emerging market securities may increase these risks. Emerging markets investments are subject to the aforementioned risks, along with periods of high inflation, increased risk of default, less governmental supervision and regulation of securities markets, lack of liquidity in the markets and significantly smaller market capitalizations. The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. An investment in the Fund should be part of a carefully diversified portfolio.
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. In our view, the current macro-economic environment provides a favorable backdrop for value investing. When one considers the starting point, 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
Annual Report 2022 | 15
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 August 31, 2012 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, 2022
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | -8.27 | % | | | 4.61 | % | | | 8.28 | % | | | 1.04 | % | | | 0.95 | % |
MSCI World Index - Net Return | | | -15.08 | % | | | 7.85 | % | | | 9.47 | % | | | 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 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 March 2, 2023 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.
16 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS FUND (unaudited)
Dear Shareholder,
The Boston Partners Emerging Markets Fund (the “Fund”) returned -22.55% for the fiscal year ended August 31, 2022, versus the MSCI® Emerging Markets Net Index’s -21.80% return.
Positioning in the Technology sector was a top contributor to relative performance. Overweight Cielo SA (“Cielo”), Brazil’s largest credit and debit card payment processor, was a top contributor to relative performance. While Cielo shares have traded down since ~2018 due to competition in their merchant acquiring segment, Cielo’s card processing segment was underappreciated and continues to perform well. Cielo shares were further bolstered by second quarter net income that jumped 252% from a year earlier. Taiwanese technology holdings in Accton Technology, Lotes Co., and Asia Vital were also notable contributors to the long book’s outperformance.
From a regional perspective, positioning in China & Hong Kong aided performance. A Fund position in MeiHua Holdings Group (“MeiHua”) was the largest individual contributor to the long-book’s performance. MeiHua is a Chinese manufacturer of food flavorings and hog feed additives. MeiHua shares are benefitting from strong Lysine and Threonine prices as China’s growing hog herd increases demand for feed additives. A position in Yangtze Optical Fibre & Cable (“Yangtze”) aided performance in China & Hong Kong and the Technology sector. Yangtze produces communication fibers and cables. Yangtze is reasonably valued and improving demand both in China and overseas is providing tailwinds. Telecom infrastructure spend globally continues to drive demand.
The Fund’s positioning in Consumer Discretionary sector detracted from performance. Auto stocks in China Yongda Automobiles and Zhongsheng Group lagged the market before the positions were liquidated in March and April. Positioning in the Financials sector also detracted from performance led by an overweight position in Raiffeisen Bank International. While based in Austria, ~40% of 2021 net income was from Russia & Ukraine.
The 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.
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 8/31/22) | % of Net Assets |
Nanya Technology Corp. | 4.2 | % |
Yangtze Optical Fibre and Cable Joint Stock Ltd., Co., Class H | 3.2 | % |
NetEase, Inc. - ADR | 2.9 | % |
Banco do Brasil SA | 2.5 | % |
WH Group Ltd. | 2.4 | % |
Grupo Aeroportuario del Pacifico SAB de CV - ADR | 2.4 | % |
Cielo SA | 2.3 | % |
Bank Mandiri Persero Tbk PT | 2.2 | % |
KT Corp. - SP ADR | 2.2 | % |
Accton Technology Corp. | 2.1 | % |
Portfolio Review (as of 8/31/22) | |
P/E: Price/Earnings: | 8.1 | |
P/B: Price/Book: | 1.3 | |
Holdings: | 109 | |
Weighted Average Market Capitalization (millions): | $33,101 | |
ROE: Return on Equity: | 17.9 | % |
OROA: Operating Return on Operating Assets: | 43.7 | % |
Portfolio holdings are subject to change at any time.
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 2022 | 17
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 Periods Ended August 31, 2022
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | -22.55 | % | | | n/a | | | | n/a | | | | -0.59 | % | | | 1.56 | % | | | 1.00 | % |
MSCI Emerging Markets Index - Net Return | | | -21.80 | % | | | n/a | | | | n/a | | | | -0.14 | %(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 March 2, 2023 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.
18 | Annual Report 2022
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 8.35% net of fees while averaging 69% net long exposure for the fiscal year ended August 31, 2022. This compares to the -11.23% return posted by the S&P 500 Index during the same period.
The fiscal year was marked by volatile equity market returns, as the S&P 500 marched higher in the latter months of calendar year 2021 before falling sharply lower in 2022. The popular investing adage of “Don’t fight the Fed” proved to be true, as persistently high inflation spurred the U.S. Federal Reserve to aggressively hike interest rates, moving both short and long duration U.S. Treasury yields to more than decade highs. Amid this environment, value stocks held up better than growth, with the Russell 3000 Value index returning -6.49% for the fiscal year compared to the -19.44% return of the Russell 3000 Growth Index.
The Fund’s long holdings fell in price approximately -8.80% during the fiscal year and outperformed the S&P 500. Energy was the top contributor, while Technology and Communications Services were the top absolute detractors from performance during the fiscal year. Within the Energy sector, U.S. and Canadian exploration and production companies benefitted from increased oil prices and significant shareholder cash return. Conversely, semiconductor and IT services holdings fell in price as investors feared a potential recession may reduce demand. Communications Services holdings also detracted from Fund performance during the fiscal year, with internet services holdings exhibiting revenue deceleration as advertising spending fell in early 2022.
The Fund’s short holdings fell in price approximately 50.43% and positively contributed to Fund returns for the fiscal year. We aim to short expensive stocks with earnings risk and weak profitability, and many of these stocks moved sharply lower in price during the fiscal year. Technology, Consumer Discretionary, and Health Care sector shorts were the leading contributors. Within the Technology sector, SMID-cap software shorts with decelerating revenue growth and weak profitability fell appreciably in price as price to sales multiples compressed. In the Consumer Discretionary sector, several ecommerce retailers, electronics producers, and auto retailers fell sharply as revenue growth slowed compared to fiscal years 2020 and 2021. In the Health Care sector, many unprofitable biotechnology short positions generated gains for Fund shareholders.
The Fund began the period with 59% net long exposure and ended with 73% net long exposure, a decrease primarily attributable to positions held short declining in price (resulting in Fund gains) during the fiscal year. At the end of the period, the largest exposures in the long portfolio resided in the Finance, Technology, and Health Care sectors, while largest short exposures were in the Technology, Consumer Discretionary, and Communication Services sectors. Our bottom-up value discipline has yielded a long portfolio that we view as 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, with interest rates reversing a four-decade free fall amid historically high inflation pressures. Meanwhile, valuation spreads (the price/earnings multiple differential between cheap
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Stride, Inc. | 3.2 | % |
Amgen, Inc. | 2.0 | % |
Marathon Petroleum Corp. | 2.0 | % |
Canadian Natural Resources Ltd. | 2.0 | % |
Elevance Health, Inc. | 1.8 | % |
CVS Health Corp. | 1.8 | % |
Cigna Corp. | 1.7 | % |
Entravision Communications Corp., Class A | 1.5 | % |
Newmark Group, Inc., Class A | 1.5 | % |
Johnson & Johnson | 1.4 | % |
Portfolio Review (as of 8/31/22) | | Long | | | Short | |
P/E: Price/Earnings: | | 9.9 | | | 43.4 | |
P/B: Price/Book: | | 2.0 | | | 5.5 | |
Holdings: | | 125 | | | 87 | |
Weighted Average Market Capitalization (millions): | | $55,782 | | | $50,519 | |
ROE: Return on Equity: | | 20.8 | % | | –46 | % |
OROA: Operating Return on Operating Assets: | | 98.7 | % | | –128 | % |
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.
and expensive stocks) remain wider than long term averages, and we have now entered an aggressively tightening monetary regime; we believe this market backdrop remains quite favorable for value investing.
The portfolio managers managing the Fund continue to focus their efforts on purchasing shares of only those companies they deem most likely to appreciate on the long side, while selling short securities likely to fail due to a combination of valuation risk, earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three 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 2022 | 19
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, 2012 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, 2022
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 8.35 | % | | | 4.07 | % | | | 5.31 | % | | | 3.14 | % | | | 2.60 | % |
S&P 500® Index | | | -11.23 | % | | | 11.82 | % | | | 13.08 | % | | | 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 March 2, 2023 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.
20 | Annual Report 2022
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, 2012 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, 2022
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 8.07 | % | | | 3.81 | % | | | 5.04 | % | | | 3.39 | % | | | 2.85 | % |
S&P 500® Index | | | -11.23 | % | | | 11.82 | % | | | 13.08 | % | | | 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 March 2, 2023 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 2022 | 21
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 7.17% net of fees while averaging 53% net long exposure for the fiscal year ended August 31, 2022. This compares to the -11.23% return posted by the S&P 500® Index (“S&P 500”) during the same period.
The fiscal year was marked by volatile equity market returns, as the S&P 500 marched higher in the latter months of calendar year 2021 before falling sharply lower in 2022. The popular investing adage of “Don’t fight the Fed” proved to be true, as persistently high inflation spurred the U.S. Federal Reserve to aggressively hike interest rates, moving both short and long duration U.S. Treasury yields to more than decade highs. Amid this environment, value stocks held up better than growth, with the Russell 3000 Value index returning -6.49% for the fiscal year compared to the -19.44% return of the Russell 3000 Growth Index.
The Fund’s long holdings fell in price approximately -2.51% during the fiscal year and outperformed the S&P 500. Energy was the top absolute and relative contributor, while Communications Services was another top relative contributor; Information Technology holdings were the largest detractor from performance during the fiscal year. Within the Energy sector, U.S. and Canadian exploration and production companies soared higher in price as oil prices increased amid recovering demand and constrained supplies due to years of declining investment. U.S. broadcasters led gains within Communication Services, benefitting from better-than-expected advertising revenue and signs of pricing strength. Semiconductor holdings and IT services within the Technology sector were among the largest detractors, as investors began to fear a potential recession and projected a slowdown in semiconductor and technology spending.
The Fund’s short holdings declined in price approximately 24.47% and positively contributed to Fund returns during the fiscal year. We aim to short expensive stocks with earnings risk and weak profitability, and stocks with these attributes generally fell in price during the year due to tightening monetary conditions and compressing valuation multiples. Consumer Discretionary, Technology, and Materials sector shorts were the top absolute contributors. Within the Consumer Discretionary sector, companies with exposure to the U.S. housing market saw momentum inflect negatively as higher mortgage rates impeded housing-related demand. Small- to mid-cap software stocks within Technology fell sharply in price as valuation multiples compressed amid higher rates, and in many cases revenue growth has decelerated. Chemicals and packaging shorts within the Materials sector fell in price principally due to rising input costs compressing margins along with recessionary macroeconomic fears weighing on demand expectations.
The Fund began the fiscal year with 59% net long exposure and ended with 46% net long exposure, a decrease attributable to adding 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 Health Care sectors, while the largest short exposures were in the Finance, Consumer Discretionary, and Industrials sectors.
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, with interest rates reversing a four-decade free fall amid historically high inflation pressures. Meanwhile, valuation spreads (the price/earnings multiple differential between cheap
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Nexstar Media Group, Inc., Class A | 1.4 | % |
Wells Fargo & Co. | 1.4 | % |
AbbVie, Inc. | 1.2 | % |
UnitedHealth Group, Inc. | 1.1 | % |
British American Tobacco PLC - SP ADR | 1.1 | % |
Keurig Dr Pepper, Inc. | 1.0 | % |
FTI Consulting, Inc. | 1.0 | % |
Fifth Third Bancorp | 1.0 | % |
Huntington Bancshares, Inc. | 1.0 | % |
Hershey Co., (The) | 1.0 | % |
Portfolio Review (as of 8/31/22) | | Long | | | Short | |
P/E: Price/Earnings: | | 11.2 | | | 17.3 | |
P/B: Price/Book: | | 2.4 | | | 2.1 | |
Holdings: | | 218 | | | 208 | |
Weighted Average Market Capitalization (millions): | | $85,257 | | | $10,339 | |
ROE: Return on Equity: | | 29.5 | % | | 8.2 | % |
OROA: Operating Return on Operating Assets: | | 126.4 | % | | –24 | % |
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.
and expensive stocks) remain wider than long term averages, and we have now entered an aggressively tightening monetary regime; we believe this market backdrop remains quite favorable for value investing.
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
22 | Annual Report 2022
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, 2012 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, 2022
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | |
Institutional Class | | 7.17 | % | | 3.62 | % | | 5.71 | % | | 2.15 | % | | 2.15 | % |
S&P 500 Index | | -11.23 | % | | 11.82 | % | | 13.08 | % | | 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 March 2, 2023 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.
Annual Report 2022 | 23
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, 2012 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, 2022
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | |
Investor Class | | 6.91 | % | | 3.35 | % | | 5.44 | % | | 2.40 | % | | 2.40 | % |
S&P 500® Index | | -11.23 | % | | 11.82 | % | | 13.08 | % | | 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 March 2, 2023 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.
24 | Annual Report 2022
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 12.07% net of fees while averaging 45% net long exposure for the fiscal year ended August 31, 2022. This compares to the -15.08% return posted by the MSCI World Index - Net during the same period.
The fiscal year was marked by volatile equity market returns, as the MSCI World Index marched higher in the latter months of calendar year 2021 before falling sharply lower in 2022. The popular investing adage of “Don’t fight the Fed” proved to be true, as persistently high inflation spurred the U.S. Federal Reserve to aggressively hike interest rates, moving both short and long duration U.S. Treasury yields to more than decade highs; global central banks have begun similar actions. Amid this environment, value stocks held up better than growth, with the MSCI World Value Index returning -7.45% for the fiscal year compared to the -22.88% return of the MSCI World Growth Index.
The Fund’s long holdings fell in price approximately -5.79% during the fiscal year and outperformed the MSCI World Index. Top contributors included holdings in the Energy and Health Care sectors, while Industrials holdings were the top absolute detractor from performance during the fiscal year. Within the Energy sector, U.S. and Canadian exploration and production companies benefitted from rising oil prices and significant free cash flow return to shareholders. U.S. managed care holdings led gains within Health Care, as government reimbursement rates increased and COVID-related medical costs came in better than feared during the fiscal year. Conversely, Industrials holdings detracted, as recession fears raised concerns over future demand for industrial machinery.
The Fund’s short holdings were down in price approximately 33.92% and positively contributed to Fund returns. We aim to short expensive stocks with earnings risk and weak profitability, and stocks with these attributes moved considerably lower in price during the fiscal year. Consumer Discretionary, Health Care and Technology sector shorts were the top contributors to Fund performance. Within the Technology sector, SMID-cap software shorts with decelerating revenue growth and weak profitability fell in price and positively contributed to Fund returns. Within the Health Care sector, unprofitable biotechnology short positions moved lower in price as price to sales multiples contracted. Within the Consumer Discretionary sector, online and offline retailers fell in price as revenue growth slowed compared to prior fiscal years.
The Fund began the period with 56% net long exposure and ended with 39% net long exposure, a decrease attributable to selling several long positions at target price and adding short positions during the fiscal year. At the end of the period, the largest exposures in the long portfolio resided in the Industrials, Technology, and Financials sectors, while largest short exposures were in the Consumer Discretionary, Health Care, and Technology sectors. Our bottom-up value discipline has yielded a long portfolio that 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, with interest rates reversing a four-decade free fall amid historically high inflation pressures. Meanwhile, valuation spreads (the price/earnings multiple differential between cheap and expensive stocks) remain wider than long term averages,
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Cenovus Energy, Inc. | 4.3% | |
Oracle Corp. | 3.0% | |
Diamondback Energy, Inc. | 2.9% | |
Glencore PLC | 2.5% | |
Cigna Corp. | 2.3% | |
Wells Fargo & Co. | 2.0% | |
Yamana Gold, Inc. | 2.0% | |
Alphabet, Inc., Class C | 2.0% | |
Renesas Electronics Corp. | 1.9% | |
Centene Corp. | 1.8% | |
Portfolio Review (as of 8/31/22) | | Long | | | Short | |
P/E: Price/Earnings: | | 8.7 | | | 16.8 | |
P/B: Price/Book: | | 1.8 | | | 0.0 | |
Holdings: | | 75 | | | 126 | |
Weighted Average Market Capitalization (millions): | | $100,045 | | | $28,399 | |
ROE: Return on Equity: | | 19.8 | % | | 15.9 | % |
OROA: Operating Return on Operating Assets: | | 116.5 | % | | 32.6 | % |
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.
and we have now entered an aggressively tightening monetary regime; we believe this market backdrop remains quite favorable for value investing.
The portfolio managers managing the Fund continue to focus their efforts on purchasing shares of only those companies they deem most likely to appreciate on the long side, while selling short securities likely to fail due to a combination of valuation risk, earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three 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,
Christopher Hart, CFA & Joshua Jones, CFA
Portfolio Managers for the Boston Partners Global Long/Short Fund
Annual Report 2022 | 25
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, 2022
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | 12.07 | % | | 4.46 | % | | n/a | | 4.12 | % | | 2.29 | % | | 2.29 | % |
MSCI World Index - Net Return | | -15.08 | % | | 7.85 | % | | n/a | | 7.37 | %(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 March 2, 2023 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.
26 | Annual Report 2022
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, 2022
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | |
Investor Class(1) | | 11.82 | % | | 4.20 | % | | n/a | | 4.18 | % | | 2.54 | % | | 2.54 | % |
MSCI World Index - Net Return | | -15.08 | % | | 7.85 | % | | n/a | | 7.73 | %(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 March 2, 2023 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 2022 | 27
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 -10.52% for the fiscal year ended August 31, 2022, versus the MSCI® Emerging Markets Index’s -21.80% return, while averaging a 55% net-long exposure.
During the period, the Fund’s long-book returned -20.31%, outperforming the MSCI Emerging Markets Index. Positioning in the Technology sector was a top contributor to relative performance. Overweight Cielo SA (“Cielo”), Brazil’s largest credit and debit card payment processor, was a top contributor to relative performance. While Cielo’s shares have traded down since ~2018 due to competition in their merchant acquiring segment, Cielo’s card processing segment was underappreciated and continues to perform well. Shares were further bolstered by second quarter net income that jumped 252% from a year earlier. Taiwanese technology holdings in Accton Technology, Lotes Co., and Asia Vital were also notable contributors to the long book’s outperformance.
From a regional perspective, positioning in China & Hong Kong aided performance. A Fund position in MeiHua Holdings Group (“MeiHua”) was the largest individual contributor to the long-book’s performance. MeiHua is a Chinese manufacturer of food flavorings and hog feed additives. MeiHua shares are benefitting from strong Lysine and Threonine prices as China’s growing hog herd increases demand for feed additives. A position in Yangtze Optical Fibre & Cable (“Yangtze”) aided performance in China & Hong Kong and the Technology sector. Yangtze produces communication fibers and cables. Yangtze is reasonably valued, and improving demand in China and overseas, is providing tailwinds. Telecom infrastructure spend globally continues to drive demand.
The long book’s positioning in Consumer Discretionary sector detracted from performance. Auto stocks in China Yongda Automobiles and Zhongsheng Group lagged the market before the positions were liquidated in March and April. Positioning in the Financials sector also detracted from performance led by an overweight position in Raiffeisen Bank International. While based in Austria, ~40% of 2021 net income was from Russia & Ukraine.
The Fund’s short-book declined -26.85% for the reporting period, underperforming the MSCI Emerging Markets Index, thus aiding relative performance. Shorted Technology stocks were among the largest contributors to performance. The Fund is short numerous Asian technology names that are lapping tough comps from COVID and face street estimates that assume recent strong performance to continue. Shorted semiconductor stocks, primarily in Taiwan, also aided performance. We believe we’re starting to see the semiconductor cycle decelerate, which we are expressing through both foundries as well as short integrated circuit design houses. Short positions in several Consumer Staples stocks detracted from performance. Consumer Staples stocks have been a relative haven during a year where global benchmarks experienced significant declines.
The 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.
Top Ten Positions (as of 8/31/22) | % of Net Assets |
Cielo SA | 3.9 | % |
Banco do Brasil SA | 2.3 | % |
WH Group Ltd. | 2.3 | % |
Bank Mandiri Persero Tbk PT | 2.2 | % |
Accton Technology Corp. | 2.2 | % |
GS Holdings Corp. | 2.0 | % |
Woori Financial Group, Inc. | 1.8 | % |
Kweichow Moutai Co., Ltd., Class A | 1.8 | % |
China State Construction Engineering Corp., Ltd., Class A | 1.8 | % |
Kiatnakin Phatra Bank PCL - NVDR | 1.7 | % |
Portfolio Review (as of 8/31/22) | | Long | | | Short | |
P/E: Price/Earnings: | | 8.0 | | | 13.3 | |
P/B: Price/Book: | | 1.3 | | | 1.7 | |
Holdings: | | 110 | | | 132 | |
Weighted Average Market Capitalization (millions): | | $32,146 | | | $8,105 | |
ROE: Return on Equity: | | 17.2 | % | | 16.1 | % |
OROA: Operating Return on Operating Assets: | | 41.2 | % | | 19.3 | % |
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.
When one considers that, the starting point appears 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.
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
28 | Annual Report 2022
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 Periods Ended August 31, 2022
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | -10.52 | % | | -0.04 | % | | n/a | | | 2.89 | % | | 2.00 | % | | 1.75 | % |
MSCI Emerging Markets Index - Net Return | | -21.80 | % | | 0.59 | % | | n/a | | | 2.52 | %(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 March 2, 2023, 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.
Annual Report 2022 | 29
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (unaudited)
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2022 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.
Bloomberg Barclays US Aggregate Bond Index “US Aggregate Bond Index” is a broad base bond market index consisting of approximately 10,000 bonds, representing intermediate term investment grade bonds traded in the United States.
Consumer Price Index: An index of the variation in prices paid by typical consumers for retail goods and other items.
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.
High Dividend: The MSCI High Dividend Yield Factor aims to capture the high dividend yield equity opportunity set within a standard MSCI parent index (U.S.) by including only securities that offer a higher than average dividend yield (i.e. at least 30% higher) relative to that of the parent index and that pass dividend sustainability and persistence screens.
JP Morgan Emerging Markets Currency Index is a market-cap weighted index of 10 emerging market currencies versus the US dollar.
Mergers and Acquisitions (M&A) is a general term that refers to the consolidation of companies or assets through various types of financial transactions.
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.
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.
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® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index, which represents approximately 93% of the total market capitalization of the Russell 3000 Index. You cannot invest directly in an index.
Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index and is considered representative of small-cap stocks.
30 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (unaudited) (concluded)
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® 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 97% 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.
The Russell Midcap® Index measures performance of the 800 smallest companies in the Russell 1000® Index.
The Russell Midcap® Value Index measures the performance of the mid-cap value segment of the US equity universe.
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.
Trade Weighted U.S. Dollar Index: Major Currencies is a weighted average of the foreign exchange value of the U.S. dollar against a subset of the broad index currencies that circulate widely outside the country of issue. Major currencies index includes the Euro Area, Canada, Japan, United Kingdom, Switzerland, Australia, and Sweden.
Annual Report 2022 | 31
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES
AUGUST 31, 2022 (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, 2022 through August 31, 2022, 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.
| | | | | | | | | | | | | | ACTUAL |
| | BEGINNING ACCOUNT | | ENDING ACCOUNT | | EXPENSES | | ANNUALIZED | | SIX-MONTH |
| | VALUE | | VALUE | | PAID DURING | | EXPENSE | | TOTAL INVESTMENT |
| | MARCH 1, 2022 | | AUGUST 31, 2022 | | PERIOD* | | RATIO | | RETURN FOR THE FUND |
| | | | | | | | | | |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 934.10 | | | | $3.90 | | | | 0.80 | % | | | –6.59% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.17 | | | | 4.08 | | | | 0.80 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 932.90 | | | | $5.12 | | | | 1.05 | % | | | –6.71% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.91 | | | | 5.35 | | | | 1.05 | % | | | N/A | |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 913.30 | | | | $4.77 | | | | 0.99 | % | | | –8.67% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.21 | | | | 5.04 | | | | 0.99 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 912.30 | | | | $5.98 | | | | 1.24 | % | | | –8.77% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,018.95 | | | | 6.31 | | | | 1.24 | % | | | N/A | |
WPG Partners Select Small Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 893.50 | | | | $5.25 | | | | 1.10 | % | | | –10.65% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,000.00 | | | | 0.00 | | | | 1.10 | % | | | N/A | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 945.40 | | | | $5.39 | | | | 1.10 | % | | | –5.46% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.66 | | | | 5.60 | | | | 1.10 | % | | | N/A | |
Boston Partners Global Sustainability Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 886.80 | | | | $4.28 | | | | 0.90 | % | | | –11.32% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,000.00 | | | | 0.00 | | | | 0.90 | % | | | N/A | |
32 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES (concluded)
AUGUST 31, 2022 (unaudited)
| | | | | | | | | | | | | | ACTUAL |
| | BEGINNING ACCOUNT | | ENDING ACCOUNT | | EXPENSES | | ANNUALIZED | | SIX-MONTH |
| | VALUE | | VALUE | | PAID DURING | | EXPENSE | | TOTAL INVESTMENT |
| | MARCH 1, 2022 | | AUGUST 31, 2022 | | PERIOD* | | RATIO | | RETURN FOR THE FUND |
| | | | | | | | | | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 897.30 | | | | $4.54 | | | | 0.95 | % | | | –10.27% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.42 | | | | 4.84 | | | | 0.95 | % | | | N/A | |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 857.60 | | | | $4.68 | | | | 1.00 | % | | | –14.24% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.16 | | | | 5.09 | | | | 1.00 | % | | | N/A | |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 962.70 | | | | $15.04 | | | | 3.04 | %(1) | | | –3.73% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,009.88 | | | | 15.40 | | | | 3.04 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 961.70 | | | | $16.27 | | | | 3.29 | %(1) | | | –3.83% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,008.62 | | | | 16.66 | | | | 3.29 | %(1) | | | N/A | |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 969.70 | | | | $10.77 | | | | 2.17 | %(1) | | | –3.03% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,014.27 | | | | 11.02 | | | | 2.17 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 968.70 | | | | $12.01 | | | | 2.42 | %(1) | | | –3.13% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,013.01 | | | | 12.28 | | | | 2.42 | %(1) | | | N/A | |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 1,002.20 | | | | $12.67 | | | | 2.51 | %(1) | | | 0.22% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.55 | | | | 12.73 | | | | 2.51 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 1,000.70 | | | | $13.92 | | | | 2.76 | %(1) | | | 0.07% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,011.29 | | | | 13.99 | | | | 2.76 | %(1) | | | N/A | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | $ | 940.30 | | | | $6.94 | | | | 1.42 | %(1) | | | –5.97% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,018.05 | | | | 7.22 | | | | 1.42 | %(1) | | | 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 1.08% of average net assets for the six-month period ended August 31, 2022 for both the Institutional Class and Investor Class of the Boston Partners Long/Short Equity Fund, 0.79% of average net assets for the Institutional Class and Investor Class of the Boston Partners Long/Short Research Fund, 0.96% of average net assets of the Institutional Class and Investor Class of the Boston Partners Global Long/Short Fund and 0.00% of average net assets for the Institutional Class of the Boston Partners Emerging Markets Dynamic Equity Fund. |
Annual Report 2022 | 33
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 (unaudited) |
Portfolio Holdings Summary Tables | |
BOSTON PARTNERS
ALL-CAP VALUE FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Health Care | | | 24.4 | % | | $ | 348,547,711 | |
Financials | | | 20.8 | | | | 298,190,717 | |
Information Technology | | | 11.6 | | | | 166,109,508 | |
Industrials | | | 11.3 | | | | 161,477,507 | |
Energy | | | 8.0 | | | | 113,716,866 | |
Consumer Discretionary | | | 6.4 | | | | 92,186,309 | |
Materials | | | 2.3 | | | | 33,303,820 | |
Consumer Staples | | | 1.9 | | | | 27,762,278 | |
Communication Services | | | 1.9 | | | | 27,015,149 | |
EXCHANGE TRADED FUNDS | | | 10.0 | | | | 142,118,137 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 7.8 | | | | 111,121,981 | |
SHORT-TERM INVESTMENTS | | | 1.9 | | | | 27,830,979 | |
OPTIONS WRITTEN | | | (0.2 | ) | | | (2,794,560 | ) |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (8.1 | ) | | | (115,520,478 | ) |
NET ASSETS | | | 100.0 | % | | $ | 1,431,065,924 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
SMALL CAP VALUE FUND II
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 25.5 | % | | $ | 196,236,532 | |
Industrials | | | 19.9 | | | | 153,215,551 | |
Consumer Discretionary | | | 14.6 | | | | 112,595,113 | |
Information Technology | | | 9.2 | | | | 71,062,957 | |
Energy | | | 8.1 | | | | 62,750,063 | |
Health Care | | | 7.5 | | | | 57,499,300 | |
Materials | | | 6.2 | | | | 48,144,987 | |
Communication Services | | | 2.6 | | | | 20,329,948 | |
Consumer Staples | | | 2.6 | | | | 20,091,392 | |
Real Estate | | | 1.7 | | | | 13,110,897 | |
Utilities | | | 0.3 | | | | 1,901,326 | |
RIGHTS | | | 0.0 | | | | — | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 19.5 | | | | 150,679,396 | |
SHORT-TERM INVESTMENTS | | | 2.7 | | | | 20,753,960 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (20.4 | ) | | | (157,098,079 | ) |
NET ASSETS | | | 100.0 | % | | $ | 771,273,343 | |
Portfolio holdings are subject to change at any time.
WPG PARTNERS
SELECT SMALL CAP VALUE FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Industrials | | | 24.0 | % | | $ | 4,279,788 | |
Financials | | | 14.2 | | | | 2,539,992 | |
Information Technology | | | 11.6 | | | | 2,060,240 | |
Consumer Discretionary | | | 11.1 | | | | 1,976,771 | |
Energy | | | 8.1 | | | | 1,445,820 | |
Materials | | | 8.0 | | | | 1,431,004 | |
Health Care | | | 6.0 | | | | 1,078,157 | |
Consumer Staples | | | 4.5 | | | | 810,433 | |
Real Estate | | | 4.1 | | | | 724,225 | |
SHORT-TERM INVESTMENTS | | | 9.3 | | | | 1,654,756 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.9 | ) | | | (156,137 | ) |
NET ASSETS | | | 100.0 | % | | $ | 17,845,049 | |
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 | | | | | | | | |
Industrials | | | 20.2 | % | | $ | 6,532,433 | |
Financials | | | 19.4 | | | | 6,245,681 | |
Materials | | | 12.4 | | | | 4,005,270 | |
Energy | | | 10.4 | | | | 3,354,882 | |
Consumer Discretionary | | | 8.7 | | | | 2,802,364 | |
Real Estate | | | 6.9 | | | | 2,240,905 | |
Information Technology | | | 6.3 | | | | 2,050,345 | |
Utilities | | | 5.2 | | | | 1,679,971 | |
Health Care | | | 3.5 | | | | 1,125,388 | |
Consumer Staples | | | 2.9 | | | | 932,940 | |
Communication Services | | | 0.4 | | | | 120,130 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 16.6 | | | | 5,344,277 | |
SHORT-TERM INVESTMENTS | | | 3.8 | | | | 1,213,921 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (16.7 | ) | | | (5,384,317 | ) |
NET ASSETS | | | 100.0 | % | | $ | 32,264,190 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
34 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 (unaudited) |
Portfolio Holdings Summary Tables (continued) | |
BOSTON PARTNERS
GLOBAL SUSTAINABILITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Health Care | | | 23.5 | % | | $ | 5,309,044 | |
Industrials | | | 15.4 | | | | 3,487,734 | |
Information Technology | | | 12.8 | | | | 2,898,970 | |
Financials | | | 11.0 | | | | 2,496,577 | |
Consumer Staples | | | 6.7 | | | | 1,516,462 | |
Communication Services | | | 6.5 | | | | 1,472,002 | |
Materials | | | 5.8 | | | | 1,305,478 | |
Energy | | | 5.4 | | | | 1,214,360 | |
Consumer Discretionary | | | 5.4 | | | | 1,213,933 | |
Utilities | | | 1.1 | | | | 254,308 | |
SHORT-TERM INVESTMENTS | | | 6.6 | | | | 1,505,350 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.2 | ) | | | (34,369 | ) |
NET ASSETS | | | 100.0 | % | | $ | 22,639,849 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
GLOBAL EQUITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Health Care | | | 23.8 | % | | $ | 40,780,804 | |
Industrials | | | 13.2 | | | | 22,559,931 | |
Financials | | | 12.3 | | | | 21,077,693 | |
Information Technology | | | 11.5 | | | | 19,741,506 | |
Energy | | | 10.2 | | | | 17,437,332 | |
Materials | | | 7.0 | | | | 12,075,046 | |
Communication Services | | | 6.4 | | | | 11,010,144 | |
Consumer Discretionary | | | 6.3 | | | | 10,811,177 | |
Consumer Staples | | | 3.8 | | | | 6,560,198 | |
Utilities | | | 1.8 | | | | 3,031,860 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 8.3 | | | | 14,200,918 | |
SHORT-TERM INVESTMENTS | | | 3.0 | | | | 5,064,086 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (7.6 | ) | | | (12,943,731 | ) |
NET ASSETS | | | 100.0 | % | | $ | 171,406,964 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
EMERGING MARKETS FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 17.2 | % | | $ | 3,703,059 | |
Information Technology | | | 16.8 | | | | 3,609,712 | |
Consumer Staples | | | 13.6 | | | | 2,930,524 | |
Industrials | | | 13.4 | | | | 2,883,684 | |
Communication Services | | | 9.0 | | | | 1,923,683 | |
Materials | | | 4.6 | | | | 994,365 | |
Health Care | | | 3.7 | | | | 787,981 | |
Consumer Discretionary | | | 3.3 | | | | 717,125 | |
Real Estate | | | 2.9 | | | | 632,475 | |
Energy | | | 2.6 | | | | 552,984 | |
Utilities | | | 0.3 | | | | 52,194 | |
PREFERRED STOCKS | | | 1.2 | | | | 268,802 | |
EXCHANGE TRADED FUNDS | | | 0.2 | | | | 57,751 | |
SHORT-TERM INVESTMENTS | | | 8.6 | | | | 1,838,939 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 2.6 | | | | 550,737 | |
NET ASSETS | | | 100.0 | % | | $ | 21,504,015 | |
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 | | | | | | | | |
Health Care | | | 20.7 | % | | $ | 13,777,958 | |
Financials | | | 14.9 | | | | 9,914,216 | |
Information Technology | | | 14.4 | | | | 9,552,806 | |
Consumer Discretionary | | | 11.8 | | | | 7,829,683 | |
Industrials | | | 9.8 | | | | 6,499,012 | |
Energy | | | 6.1 | | | | 4,076,715 | |
Communication Services | | | 4.5 | | | | 3,015,044 | |
Materials | | | 2.6 | | | | 1,703,472 | |
Real Estate | | | 2.3 | | | | 1,543,239 | |
Consumer Staples | | | 1.3 | | | | 868,004 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 12.9 | | | | 8,554,091 | |
SHORT-TERM INVESTMENTS | | | 9.2 | | | | 6,082,852 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | (5.7 | ) | | | (3,788,291 | ) |
Consumer Discretionary | | | (4.0 | ) | | | (2,650,360 | ) |
Communication Services | | | (1.3 | ) | | | (843,049 | ) |
Health Care | | | (1.1 | ) | | | (704,167 | ) |
Industrials | | | (1.0 | ) | | | (660,989 | ) |
Consumer Staples | | | (0.5 | ) | | | (300,482 | ) |
Materials | | | (0.2 | ) | | | (160,453 | ) |
Real Estate | | | (0.2 | ) | | | (147,977 | ) |
Financials | | | (0.1 | ) | | | (84,228 | ) |
Energy | | | (0.0 | ) | | | (1 | ) |
OPTIONS WRITTEN | | | (0.1 | ) | | | (82,858 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 3.7 | | | | 2,458,763 | |
NET ASSETS | | | 100.0 | % | | $ | 66,453,000 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 35
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 (unaudited) |
Portfolio Holdings Summary Tables (concluded) | |
BOSTON PARTNERS
LONG/SHORT RESEARCH FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Financials | | | 17.0 | % | | $ | 138,313,309 | |
Information Technology | | | 12.6 | | | | 102,809,448 | |
Health Care | | | 12.2 | | | | 98,908,157 | |
Industrials | | | 11.7 | | | | 95,452,596 | |
Energy | | | 10.8 | | | | 87,716,234 | |
Consumer Discretionary | | | 8.4 | | | | 68,457,987 | |
Materials | | | 6.6 | | | | 53,239,978 | |
Consumer Staples | | | 4.9 | | | | 40,152,145 | |
Communication Services | | | 4.9 | | | | 39,449,972 | |
Real Estate | | | 2.2 | | | | 17,947,890 | |
Utilities | | | 1.0 | | | | 8,373,273 | |
WARRANTS | | | 0.1 | | | | 972,287 | |
SHORT-TERM INVESTMENTS | | | 5.5 | | | | 44,842,631 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Consumer Discretionary | | | (4.8 | ) | | | (39,314,347 | ) |
Materials | | | (4.6 | ) | | | (37,543,006 | ) |
Industrials | | | (4.1 | ) | | | (33,629,675 | ) |
Financials | | | (2.8 | ) | | | (22,898,959 | ) |
Information Technology | | | (2.8 | ) | | | (22,289,295 | ) |
Communication Services | | | (2.3 | ) | | | (18,666,943 | ) |
Health Care | | | (1.7 | ) | | | (13,873,535 | ) |
Consumer Staples | | | (1.6 | ) | | | (13,278,981 | ) |
Real Estate | | | (1.5 | ) | | | (11,877,618 | ) |
Energy | | | (1.3 | ) | | | (10,391,215 | ) |
Utilities | | | (0.2 | ) | | | (1,608,268 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 29.8 | | | | 242,638,189 | |
NET ASSETS | | | 100.0 | % | | $ | 813,902,254 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
GLOBAL LONG/SHORT FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 15.1 | % | | $ | 18,274,442 | |
Industrials | | | 12.4 | | | | 14,963,418 | |
Health Care | | | 12.1 | | | | 14,691,207 | |
Financials | | | 11.8 | | | | 14,330,369 | |
Energy | | | 11.3 | | | | 13,727,593 | |
Materials | | | 9.8 | | | | 11,832,310 | |
Consumer Discretionary | | | 6.8 | | | | 8,262,115 | |
Communication Services | | | 2.4 | | | | 2,954,310 | |
Consumer Staples | | | 1.3 | | | | 1,596,525 | |
Utilities | | | 0.7 | | | | 879,796 | |
SHORT-TERM INVESTMENTS | | | 13.2 | | | | 15,993,268 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | (7.2 | ) | | | (8,710,517 | ) |
Materials | | | (6.7 | ) | | | (8,184,219 | ) |
Industrials | | | (6.6 | ) | | | (8,006,298 | ) |
Financials | | | (6.2 | ) | | | (7,498,402 | ) |
Consumer Discretionary | | | (6.0 | ) | | | (7,274,612 | ) |
Consumer Staples | | | (2.8 | ) | | | (3,346,905 | ) |
Health Care | | | (2.5 | ) | | | (3,086,391 | ) |
Communication Services | | | (2.3 | ) | | | (2,764,617 | ) |
Energy | | | (1.3 | ) | | | (1,617,173 | ) |
Real Estate | | | (0.9 | ) | | | (1,045,335 | ) |
OPTIONS WRITTEN | | | (0.9 | ) | | | (1,048,582 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 46.5 | | | | 56,315,288 | |
NET ASSETS | | | 100.0 | % | | $ | 121,237,590 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
EMERGING MARKETS DYNAMIC EQUITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Financials | | | 14.0 | % | | $ | 8,486,990 | |
Information Technology | | | 12.6 | | | | 7,661,855 | |
Consumer Staples | | | 12.4 | | | | 7,519,913 | |
Industrials | | | 10.4 | | | | 6,312,915 | |
Materials | | | 5.0 | | | | 3,047,203 | |
Health Care | | | 3.7 | | | | 2,206,651 | |
Real Estate | | | 3.1 | | | | 1,853,250 | |
Communication Services | | | 2.2 | | | | 1,343,696 | |
Utilities | | | 0.7 | | | | 446,376 | |
Consumer Discretionary | | | 0.4 | | | | 221,628 | |
Energy | | | 0.4 | | | | 221,305 | |
PREFERRED STOCKS | | | 1.1 | | | | 658,683 | |
EXCHANGE TRADED FUNDS | | | 0.3 | | | | 151,529 | |
SHORT-TERM INVESTMENTS | | | 9.5 | | | | 5,777,542 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Materials | | | (0.1 | ) | | | (51,926 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 24.3 | | | | 14,758,005 | |
NET ASSETS | | | 100.0 | % | | $ | 60,615,615 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
36 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—88.6% | | | | | | | | |
Communication Services—1.9% | | | | | | | | |
Alphabet, Inc., Class A* | | | 134,341 | | | $ | 14,538,383 | |
Electronic Arts, Inc. | | | 22,689 | | | | 2,878,553 | |
Interpublic Group of Cos., Inc., (The)(a) | | | 232,146 | | | | 6,416,516 | |
Omnicom Group, Inc. | | | 47,559 | | | | 3,181,697 | |
| | | | | | | 27,015,149 | |
Consumer Discretionary—6.4% | | | | | | | | |
AutoZone, Inc.* | | | 6,965 | | | | 14,760,298 | |
Booking Holdings, Inc.* | | | 5,637 | | | | 10,573,941 | |
Dollar General Corp. | | | 35,533 | | | | 8,436,245 | |
Garmin Ltd. | | | 48,231 | | | | 4,267,961 | |
Harley-Davidson, Inc. | | | 188,015 | | | | 7,251,739 | |
International Game Technology PLC | | | 148,512 | | | | 2,664,305 | |
Lear Corp.(a) | | | 37,913 | | | | 5,256,258 | |
LKQ Corp. | | | 278,879 | | | | 14,841,940 | |
Magna International, Inc.(a) | | | 50,945 | | | | 2,941,055 | |
Mohawk Industries, Inc.* | | | 1,741 | | | | 192,137 | |
NVR, Inc.* | | | 2,584 | | | | 10,697,915 | |
Polaris, Inc. | | | 2,451 | | | | 277,625 | |
Whirlpool Corp.(a) | | | 38,618 | | | | 6,047,579 | |
Wyndham Hotels & Resorts, Inc.(a) | | | 60,871 | | | | 3,977,311 | |
| | | | | | | 92,186,309 | |
Consumer Staples—1.9% | | | | | | | | |
Altria Group, Inc. | | | 91,191 | | | | 4,114,538 | |
Coca-Cola European Partners PLC(a) | | | 77,168 | | | | 3,794,351 | |
Keurig Dr Pepper, Inc. | | | 208,924 | | | | 7,964,183 | |
Monster Beverage Corp.* | | | 59,153 | | | | 5,254,561 | |
Philip Morris International, Inc. | | | 69,480 | | | | 6,634,645 | |
| | | | | | | 27,762,278 | |
Energy—8.0% | | | | | | | | |
BP PLC - SP ADR | | | 151,125 | | | | 4,660,695 | |
Canadian Natural Resources Ltd. | | | 144,528 | | | | 7,921,580 | |
Chord Energy Corp.(a) | | | 73,732 | | | | 10,436,765 | |
ConocoPhillips | | | 133,727 | | | | 14,636,420 | |
Devon Energy Corp. | | | 141,712 | | | | 10,007,701 | |
Diamondback Energy, Inc. | | | 93,232 | | | | 12,425,961 | |
EOG Resources, Inc. | | | 95,266 | | | | 11,555,766 | |
Marathon Oil Corp. | | | 483,868 | | | | 12,382,182 | |
Phillips 66 | | | 53,428 | | | | 4,779,669 | |
Pioneer Natural Resources Co.(a) | | | 33,670 | | | | 8,525,917 | |
Schlumberger Ltd. | | | 280,427 | | | | 10,698,290 | |
Shell PLC - ADR | | | 107,322 | | | | 5,685,920 | |
| | | | | | | 113,716,866 | |
Financials—20.8% | | | | | | | | |
Aflac, Inc.(a) | | | 216,677 | | | | 12,874,947 | |
Allstate Corp., (The) | | | 64,092 | | | | 7,723,086 | |
American International Group, Inc. | | | 405,720 | | | | 20,996,010 | |
Aon PLC, Class A | | | 30,737 | | | | 8,583,615 | |
Bank of America Corp. | | | 865,245 | | | | 29,080,884 | |
Charles Schwab Corp., (The) | | | 250,729 | | | | 17,789,223 | |
Chubb Ltd. | | | 86,224 | | | | 16,300,647 | |
Citigroup, Inc. | | | 297,061 | | | | 14,499,547 | |
Discover Financial Services | | | 80,233 | | | | 8,062,614 | |
Fifth Third Bancorp | | | 177,977 | | | | 6,077,915 | |
Globe Life, Inc. | | | 93,505 | | | | 9,087,751 | |
Goldman Sachs Group, Inc., (The) | | | 50,700 | | | | 16,866,369 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Huntington Bancshares, Inc.(a) | | | 685,448 | | | $ | 9,185,003 | |
JPMorgan Chase & Co. | | | 187,747 | | | | 21,352,466 | |
KeyCorp | | | 838,682 | | | | 14,836,285 | |
Loews Corp. | | | 228,279 | | | | 12,626,112 | |
Markel Corp.* | | | 4,930 | | | | 5,886,962 | |
Renaissance Holdings Ltd. | | | 54,518 | | | | 7,374,105 | |
Synchrony Financial | | | 176,881 | | | | 5,792,853 | |
Travelers Cos., Inc., (The) | | | 58,523 | | | | 9,459,658 | |
Truist Financial Corp. | | | 275,993 | | | | 12,927,512 | |
Wells Fargo & Co. | | | 361,540 | | | | 15,802,913 | |
White Mountains Insurance Group Ltd. | | | 10,952 | | | | 15,004,240 | |
| | | | | | | 298,190,717 | |
Health Care—24.4% | | | | | | | | |
AbbVie, Inc. | | | 197,479 | | | | 26,553,026 | |
AmerisourceBergen Corp. | | | 83,018 | | | | 12,167,118 | |
Amgen, Inc. | | | 73,709 | | | | 17,712,273 | |
Avantor, Inc.*(a) | | | 417,978 | | | | 10,411,832 | |
Centene Corp.* | | | 221,248 | | | | 19,854,796 | |
Change Healthcare, Inc.* | | | 264,234 | | | | 6,492,229 | |
Cigna Corp. | | | 33,013 | | | | 9,357,535 | |
Elevance Health, Inc. | | | 44,853 | | | | 21,758,639 | |
Humana, Inc. | | | 26,966 | | | | 12,991,680 | |
Johnson & Johnson | | | 263,112 | | | | 42,450,490 | |
McKesson Corp. | | | 60,709 | | | | 22,280,203 | |
Medtronic PLC | | | 227,534 | | | | 20,004,789 | |
Merck & Co., Inc.(a) | | | 216,286 | | | | 18,462,173 | |
Molina Healthcare, Inc.* | | | 26,270 | | | | 8,862,710 | |
Novartis AG - SP ADR | | | 196,219 | | | | 15,799,554 | |
Pfizer, Inc. | | | 549,798 | | | | 24,867,364 | |
Roche Holding AG - SP ADR | | | 161,635 | | | | 6,536,519 | |
Sanofi - ADR* | | | 479,598 | | | | 19,677,906 | |
UnitedHealth Group, Inc. | | | 48,719 | | | | 25,301,238 | |
Zimmer Biomet Holdings, Inc. | | | 65,892 | | | | 7,005,637 | |
| | | | | | | 348,547,711 | |
Industrials—11.3% | | | | | | | | |
Advanced Drainage Systems, Inc.(a) | | | 40,067 | | | | 5,437,092 | |
Allison Transmission Holdings, Inc. | | | 90,104 | | | | 3,267,171 | |
Altra Industrial Motion Corp. | | | 70,507 | | | | 2,675,741 | |
AMETEK, Inc. | | | 61,709 | | | | 7,414,953 | |
Boeing Co., (The)* | | | 587 | | | | 94,067 | |
BWX Technologies, Inc.(a) | | | 120,968 | | | | 6,306,062 | |
Copart, Inc.* | | | 38,689 | | | | 4,629,139 | |
Curtiss-Wright Corp. | | | 36,937 | | | | 5,436,757 | |
Dover Corp. | | | 53,791 | | | | 6,721,723 | |
EnerSys | | | 20,240 | | | | 1,262,369 | |
Expeditors International of Washington, Inc.(a) | | | 107,212 | | | | 11,031,043 | |
Ferguson PLC | | | 36,811 | | | | 4,251,302 | |
Howmet Aerospace, Inc. | | | 337,343 | | | | 11,952,062 | |
Huron Consulting Group, Inc.* | | | 105,544 | | | | 7,060,894 | |
Landstar System, Inc.(a) | | | 53,657 | | | | 7,867,726 | |
Leidos Holdings, Inc. | | | 41,480 | | | | 3,942,674 | |
ManpowerGroup, Inc. | | | 35,851 | | | | 2,628,595 | |
Masco Corp. | | | 117,219 | | | | 5,962,931 | |
PACCAR, Inc. | | | 77,916 | | | | 6,818,429 | |
Resideo Technologies, Inc.* | | | 8,156 | | | | 169,808 | |
Robert Half International, Inc. | | | 40,297 | | | | 3,101,660 | |
Science Applications International Corp. | | | 84,055 | | | | 7,654,889 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 37
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
Sensata Technologies Holding PLC | | | 1,080 | | | $ | 43,502 | |
Textron, Inc. | | | 140,561 | | | | 8,768,195 | |
United Parcel Service, Inc., Class B | | | 52,675 | | | | 10,245,814 | |
WESCO International, Inc.* | | | 115,275 | | | | 15,179,412 | |
Westinghouse Air Brake Technologies Corp. | | | 131,814 | | | | 11,553,497 | |
| | | | | | | 161,477,507 | |
Information Technology—11.6% | | | | | | | | |
Advanced Micro Devices, Inc.*# | | | 113,600 | | | | 9,641,232 | |
Analog Devices, Inc. | | | 65,259 | | | | 9,888,696 | |
Applied Materials, Inc. | | | 26,980 | | | | 2,538,009 | |
Arrow Electronics, Inc.* | | | 65,646 | | | | 6,880,357 | |
Belden, Inc. | | | 55,228 | | | | 3,616,329 | |
Cisco Systems, Inc. | | | 233,828 | | | | 10,456,788 | |
Cognizant Technology Solutions Corp., Class A | | | 118,386 | | | | 7,478,444 | |
Fidelity National Information Services, Inc. | | | 55,003 | | | | 5,025,624 | |
FleetCor Technologies, Inc.* | | | 36,592 | | | | 7,776,898 | |
Flex Ltd.* | | | 419,975 | | | | 7,479,755 | |
Global Payments, Inc. | | | 3,646 | | | | 452,943 | |
Hewlett Packard Enterprise Co. | | | 303,479 | | | | 4,127,314 | |
Jabil, Inc. | | | 177,458 | | | | 10,700,717 | |
KLA-Tencor Corp. | | | 16,910 | | | | 5,819,238 | |
Lam Research Corp. | | | 5,219 | | | | 2,285,452 | |
NortonLifeLock, Inc. | | | 17,396 | | | | 392,976 | |
Oracle Corp. | | | 189,678 | | | | 14,064,624 | |
Qorvo, Inc.* | | | 89,509 | | | | 8,036,118 | |
QUALCOMM, Inc. | | | 146,833 | | | | 19,421,601 | |
SS&C Technologies Holdings, Inc. | | | 131,253 | | | | 7,318,667 | |
TE Connectivity Ltd. | | | 49,346 | | | | 6,227,959 | |
Visa, Inc., Class A(a) | | | 73,123 | | | | 14,530,271 | |
Western Digital Corp.* | | | 46,131 | | | | 1,949,496 | |
| | | | | | | 166,109,508 | |
Materials—2.3% | | | | | | | | |
Corteva, Inc. | | | 187,652 | | | | 11,527,462 | |
CRH PLC - SP ADR(a) | | | 155,230 | | | | 5,741,958 | |
DuPont de Nemours, Inc. | | | 84,490 | | | | 4,701,023 | |
FMC Corp. | | | 104,861 | | | | 11,333,377 | |
| | | | | | | 33,303,820 | |
TOTAL COMMON STOCKS (Cost $757,478,442) | | | | | | | 1,268,309,865 | |
|
EXCHANGE TRADED FUNDS—10.0% | | | | | | | | |
Financials—10.0% | | | | | | | | |
iShares Russell 1000 Value ETF | | | 474,208 | | | | 71,112,231 | |
iShares Russell 2000 Value ETF(a) | | | 490,779 | | | | 71,005,906 | |
| | | | | | | 142,118,137 | |
TOTAL EXCHANGE TRADED FUNDS (Cost $150,522,621) | | | | | | | 142,118,137 | |
| | | | | | | | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—7.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44%(b) | | | 111,121,981 | | | | 111,121,981 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $111,121,981) | | | | | | | 111,121,981 | |
| | | | | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—1.9% | | | | | | | | |
Tri-State Deposit, 2.45%(b) | | | | | | | 18,034,066 | | | $ | 18,034,066 | |
U.S. Bank Money Market Deposit Account, 2.00%(b) | | | | | | | 9,796,913 | | | | 9,796,913 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $27,830,979) | | | | | | | | | | | 27,830,979 | |
TOTAL INVESTMENTS—108.3% (Cost $1,046,954,023) | | | | | | | | | | | 1,549,380,962 | |
| | | | | | | | | | | | |
| | | NUMBER OF CONTRACTS | | | | NOTIONAL AMOUNT | | | | | |
OPTIONS WRITTEN ƗƗ—(0. 2%) | | | | | | | | | |
Call Options Written—(0.2%) | | | | | | | | | |
Advanced Micro Devices, Inc. | | | | | | | | | | | | |
Expiration: 06/16/2023, | | | | | | | | | | | | |
Exercise Price: 70.00 | | | (1,136 | ) | | | (9,641,232 | ) | | | (2,794,560 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(3,462,154)) | | | | | | | | (2,794,560 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(3,462,154)) | | | | | | | | (2,794,560 | ) |
LIABILITIES IN EXCESS OF OTHER ASSETS—(8.1)% | | | | | | | | (115,520,478 | ) |
NET ASSETS—100.0% | | | | | | | | | | $ | 1,431,065,924 | |
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, 2022, the market value of securities on loan was $107,953,391. |
(b) | The rate shown is as of August 31, 2022. |
# | Security segregated as collateral for options written. |
ƗƗ | Primar y risk exposure is equity contracts. |
| |
| Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
38 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 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 | | $ | 27,015,149 | | | $ | 27,015,149 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 92,186,309 | | | | 92,186,309 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 27,762,278 | | | | 27,762,278 | | | | — | | | | — | | | | — | |
Energy | | | 113,716,866 | | | | 113,716,866 | | | | — | | | | — | | | | — | |
Financials | | | 298,190,717 | | | | 298,190,717 | | | | — | | | | — | | | | — | |
Health Care | | | 348,547,711 | | | | 348,547,711 | | | | — | | | | — | | | | — | |
Industrials | | | 161,477,507 | | | | 161,477,507 | | | | — | | | | — | | | | — | |
Information Technology | | | 166,109,508 | | | | 166,109,508 | | | | — | | | | — | | | | — | |
Materials | | | 33,303,820 | | | | 33,303,820 | | | | — | | | | — | | | | — | |
Exchange Traded Funds Financials | | | 142,118,137 | | | | 142,118,137 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 111,121,981 | | | | — | | | | — | | | | — | | | | 111,121,981 | |
Short-Term Investments | | | 27,830,979 | | | | 9,796,913 | | | | 18,034,066 | | | | — | | | | — | |
Total Assets | | $ | 1,549,380,962 | | | $ | 1,420,224,915 | | | $ | 18,034,066 | | | $ | — | | | $ | 111,121,981 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Options Written Equity Contracts | | $ | (2,794,560 | ) | | $ | (2,794,560 | ) | | $ | — | | | $ | — | | | $ | — | |
Total Liabilities | | $ | (2,794,560 | ) | | $ | (2,794,560 | ) | | $ | — | | | $ | — | | | $ | — | |
* | 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 2022 | 39
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—98.2% | | | | | | | | |
Communication Services—2.6% | | | | | | | | |
Gray Television, Inc.(a) | | | 201,024 | | | $ | 3,839,559 | |
Nexstar Media Group, Inc., Class A(a) | | | 44,668 | | | | 8,545,882 | |
TEGNA, Inc. | | | 246,986 | | | | 5,285,500 | |
Yelp, Inc.*(a) | | | 77,817 | | | | 2,659,007 | |
| | | | | | | 20,329,948 | |
Consumer Discretionary—14.6% | | | | | | | | |
American Eagle Outfitters, Inc.(a) | | | 95,600 | | | | 1,076,456 | |
Beazer Homes USA, Inc.* | | | 110,448 | | | | 1,572,780 | |
Callaway Golf Co.*(a) | | | 562,420 | | | | 12,446,355 | |
Carriage Services, Inc.(a) | | | 109,580 | | | | 3,880,228 | |
Carter’s, Inc.(a) | | | 29,767 | | | | 2,198,293 | |
Container Store Group, Inc., (The)* | | | 213,315 | | | | 1,446,276 | |
Fiesta Restaurant Group, Inc.* | | | 206,077 | | | | 1,374,534 | |
Foot Locker, Inc.(a) | | | 101,242 | | | | 3,729,755 | |
H&R Block, Inc.(a) | | | 41,634 | | | | 1,873,530 | |
Hanesbrands, Inc.(a) | | | 279,713 | | | | 2,436,300 | |
Harley-Davidson, Inc. | | | 318,069 | | | | 12,267,921 | |
International Game Technology PLC | | | 224,867 | | | | 4,034,114 | |
LCI Industries(a) | | | 56,620 | | | | 6,560,559 | |
Meritage Homes Corp.* | | | 42,727 | | | | 3,347,660 | |
Petco Health & Wellness Co., Inc.*(a) | | | 164,696 | | | | 2,457,264 | |
Sally Beauty Holdings, Inc.*(a) | | | 251,654 | | | | 3,744,612 | |
Six Flags Entertainment Corp.*(a) | | | 68,783 | | | | 1,523,543 | |
Skechers U.S.A., Inc., Class A* | | | 88,912 | | | | 3,360,874 | |
Standard Motor Products, Inc. | | | 36,907 | | | | 1,354,487 | |
Steven Madden Ltd.(a) | | | 159,998 | | | | 4,657,542 | |
Stride, Inc.*(a) | | | 399,435 | | | | 15,234,451 | |
Tempur Sealy International, Inc.(a) | | | 302,290 | | | | 7,560,273 | |
Thor Industries, Inc.(a) | | | 19,312 | | | | 1,564,465 | |
Travel + Leisure Co. | | | 133,308 | | | | 5,652,259 | |
TravelCenters of America, Inc.* | | | 77,156 | | | | 4,172,596 | |
Victoria’s Secret & Co.*(a) | | | 91,746 | | | | 3,067,986 | |
| | | | | | | 112,595,113 | |
Consumer Staples—2.6% | | | | | | | | |
Energizer Holdings, Inc.(a) | | | 176,771 | | | | 4,967,265 | |
Fresh Del Monte Produce, Inc. | | | 176,375 | | | | 4,822,093 | |
Nomad Foods Ltd.* | | | 306,426 | | | | 5,420,676 | |
Spectrum Brands Holdings, Inc.(a) | | | 54,354 | | | | 3,423,758 | |
Universal Corp. | | | 28,558 | | | | 1,457,600 | |
| | | | | | | 20,091,392 | |
Energy—8.1% | | | | | | | | |
Cactus, Inc., Class A | | | 51,921 | | | | 2,074,244 | |
ChampionX Corp.(a) | | | 224,904 | | | | 4,905,156 | |
Chord Energy Corp.(a) | | | 40,521 | | | | 5,735,748 | |
Delek US Holdings, Inc.(a) | | | 193,989 | | | | 5,480,189 | |
Enerplus Corp.(a) | | | 408,168 | | | | 6,289,869 | |
Kosmos Energy Ltd.*(a) | | | 887,742 | | | | 6,276,336 | |
National Energy Services Reunited Corp.* | | | 318,201 | | | | 2,233,771 | |
NexTier Oilfield Solutions, Inc.* | | | 372,395 | | | | 3,489,341 | |
Par Pacific Holdings, Inc.*(a) | | | 174,166 | | | | 3,274,321 | |
PDC Energy, Inc. | | | 80,883 | | | | 5,492,765 | |
ProPetro Holding Corp.* | | | 313,494 | | | | 2,871,605 | |
Viper Energy Partners LP | | | 264,751 | | | | 8,080,200 | |
World Fuel Services Corp.(a) | | | 253,741 | | | | 6,546,518 | |
| | | | | | | 62,750,063 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—25.5% | | | | | | | | |
AllianceBernstein Holding LP | | | 72,149 | | | $ | 3,108,179 | |
Ameris Bancorp | | | 45,775 | | | | 2,136,777 | |
AMERISAFE, Inc. | | | 41,359 | | | | 1,977,787 | |
Ares Commercial Real Estate Corp.(a) | | | 107,864 | | | | 1,422,726 | |
Artisan Partners Asset Management, Inc., Class A(a) | | | 62,217 | | | | 2,100,446 | |
Assured Guaranty Ltd. | | | 171,890 | | | | 8,778,422 | |
Axis Capital Holdings Ltd. | | | 160,834 | | | | 8,548,327 | |
BankUnited, Inc.(a) | | | 146,771 | | | | 5,437,866 | |
Blackstone Mortgage Trust, Inc., Class A(a) | | | 187,203 | | | | 5,425,143 | |
Columbia Banking System, Inc.(a) | | | 72,100 | | | | 2,159,395 | |
Diamond Hill Investment Group, Inc. | | | 14,973 | | | | 2,561,132 | |
Employers Holdings, Inc. | | | 66,288 | | | | 2,595,838 | |
Essent Group Ltd. | | | 65,786 | | | | 2,630,782 | |
Evercore, Inc., Class A(a) | | | 67,922 | | | | 6,363,612 | |
Federal Agricultural Mortgage Corp., Class C | | | 50,455 | | | | 5,511,704 | |
First American Financial Corp. | | | 35,073 | | | | 1,876,405 | |
First Hawaiian, Inc. | | | 146,848 | | | | 3,775,462 | |
First Internet Bancorp | | | 62,302 | | | | 2,284,614 | |
First Merchants Corp. | | | 102,928 | | | | 4,098,593 | |
First Mid Bancshares, Inc. | | | 60,562 | | | | 2,140,867 | |
Flushing Financial Corp. | | | 60,247 | | | | 1,244,101 | |
Hanover Insurance Group, Inc., (The) | | | 49,292 | | | | 6,377,892 | |
Heritage Financial Corp. | | | 77,545 | | | | 2,015,395 | |
Hope Bancorp, Inc. | | | 124,058 | | | | 1,795,119 | |
James River Group Holdings Ltd. | | | 93,379 | | | | 2,218,685 | |
Luther Burbank Corp. | | | 197,041 | | | | 2,583,208 | |
Merchants Bancorp | | | 127,721 | | | | 3,444,635 | |
Midland States Bancorp, Inc. | | | 93,152 | | | | 2,337,184 | |
Mr Cooper Group, Inc.* | | | 49,398 | | | | 2,089,535 | |
Navient Corp.(a) | | | 339,827 | | | | 5,229,938 | |
Nelnet, Inc., Class A | | | 33,087 | | | | 2,787,249 | |
PacWest Bancorp | | | 214,335 | | | | 5,643,441 | |
PennyMac Financial Services, Inc. | | | 100,003 | | | | 5,312,159 | |
Perella Weinberg Partners(a) | | | 255,407 | | | | 1,836,376 | |
PRA Group, Inc.*(a) | | | 82,908 | | | | 3,062,622 | |
Preferred Bank | | | 39,196 | | | | 2,659,057 | |
Primis Financial Corp. | | | 161,250 | | | | 2,113,987 | |
ProAssurance Corp. | | | 181,835 | | | | 3,889,451 | |
Pzena Investment Management, Inc., Class A | | | 250,426 | | | | 2,384,056 | |
RBB Bancorp | | | 156,239 | | | | 3,452,882 | |
Silvercrest Asset Management Group, Inc., Class A | | | 445,089 | | | | 7,953,740 | |
SLM Corp. | | | 914,375 | | | | 13,971,650 | |
SouthState Corp. | | | 36,878 | | | | 2,877,959 | |
Starwood Property Trust, Inc. | | | 160,203 | | | | 3,673,455 | |
Synovus Financial Corp. | | | 47,246 | | | | 1,897,399 | |
Umpqua Holdings Corp. | | | 173,589 | | | | 3,079,469 | |
Valley National Bancorp | | | 443,244 | | | | 5,150,495 | |
Velocity Financial, Inc.* | | | 269,312 | | | | 3,075,543 | |
Walker & Dunlop, Inc. | | | 61,527 | | | | 6,181,002 | |
White Mountains Insurance Group Ltd. | | | 3,892 | | | | 5,332,040 | |
Wintrust Financial Corp. | | | 66,786 | | | | 5,632,731 | |
| | | | | | | 196,236,532 | |
The accompanying notes are an integral part of the financial statements.
40 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—7.5% | | | | | | | | |
Amedisys, Inc.* | | | 32,616 | | | $ | 3,863,365 | |
AMN Healthcare Services, Inc.* | | | 22,859 | | | | 2,346,248 | |
Brookdale Senior Living, Inc.* | | | 549,156 | | | | 2,416,286 | |
Change Healthcare, Inc.* | | | 764,420 | | | | 18,781,799 | |
Envista Holdings Corp.*(a) | | | 254,149 | | | | 9,426,386 | |
Haemonetics Corp.* | | | 42,084 | | | | 3,157,563 | |
Hanger, Inc.* | | | 68,384 | | | | 1,273,994 | |
LHC Group, Inc.* | | | 25,021 | | | | 4,040,141 | |
Owens & Minor, Inc.(a) | | | 93,701 | | | | 2,765,117 | |
PetIQ, Inc.*(a) | | | 212,247 | | | | 1,982,387 | |
QuidelOrtho Corp.* | | | 21,188 | | | | 1,679,361 | |
Syneos Health, Inc.* | | | 95,935 | | | | 5,766,653 | |
| | | | | | | 57,499,300 | |
Industrials—19.9% | | | | | | | | |
ABM Industries, Inc. | | | 275,657 | | | | 12,790,485 | |
ACCO Brands Corp. | | | 335,542 | | | | 1,989,764 | |
Allison Transmission Holdings, Inc. | | | 94,509 | | | | 3,426,896 | |
Altra Industrial Motion Corp. | | | 85,823 | | | | 3,256,983 | |
Array Technologies, Inc.*(a) | | | 136,265 | | | | 2,847,938 | |
ASGN, Inc.*(a) | | | 74,851 | | | | 7,238,092 | |
Brink’s Co., (The) | | | 91,492 | | | | 5,057,678 | |
BWX Technologies, Inc. | | | 83,489 | | | | 4,352,282 | |
CBIZ, Inc.* | | | 120,409 | | | | 5,257,057 | |
CRA International, Inc. | | | 83,510 | | | | 7,633,649 | |
Curtiss-Wright Corp. | | | 63,421 | | | | 9,334,937 | |
EMCOR Group, Inc.(a) | | | 44,017 | | | | 5,234,502 | |
EnerSys | | | 72,544 | | | | 4,524,569 | |
FTI Consulting, Inc.*(a) | | | 15,005 | | | | 2,409,803 | |
GrafTech International Ltd.(a) | | | 280,192 | | | | 1,647,529 | |
Heidrick & Struggles International, Inc. | | | 47,091 | | | | 1,340,210 | |
Hillenbrand, Inc. | | | 71,038 | | | | 2,960,153 | |
Hub Group, Inc., Class A* | | | 37,160 | | | | 2,965,740 | |
ICF International, Inc. | | | 62,560 | | | | 6,353,594 | |
KAR Auction Services, Inc.*(a) | | | 177,094 | | | | 2,585,572 | |
Korn/Ferry International | | | 33,893 | | | | 2,064,761 | |
L B Foster Co., Class A* | | | 129,106 | | | | 1,691,289 | |
Landstar System, Inc.(a) | | | 11,438 | | | | 1,677,154 | |
Masonite International Corp.* | | | 30,893 | | | | 2,527,665 | |
Matrix Service Co.* | | | 266,483 | | | | 1,513,623 | |
Resideo Technologies, Inc.*(a) | | | 433,146 | | | | 9,018,100 | |
Science Applications International Corp. | | | 89,008 | | | | 8,105,959 | |
Steelcase, Inc., Class A(a) | | | 211,033 | | | | 2,359,349 | |
Terex Corp. | | | 48,918 | | | | 1,625,056 | |
V2X, Inc.* | | | 62,982 | | | | 2,182,956 | |
Viad Corp.* | | | 120,480 | | | | 4,599,926 | |
Wabash National Corp.(a) | | | 165,602 | | | | 2,724,153 | |
Werner Enterprises, Inc.(a) | | | 50,738 | | | | 2,018,865 | |
WESCO International, Inc.* | | | 135,930 | | | | 17,899,262 | |
| | | | | | | 153,215,551 | |
Information Technology—9.2% | | | | | | | | |
Avnet, Inc.(a) | | | 103,775 | | | | 4,554,685 | |
Bel Fuse, Inc., Class B | | | 131,341 | | | | 3,732,711 | |
Belden, Inc. | | | 117,547 | | | | 7,696,977 | |
CommScope Holding Co., Inc.* | | | 387,870 | | | | 4,382,931 | |
Concentrix Corp. | | | 80,162 | | | | 10,082,776 | |
Diebold Nixdorf, Inc.* | | | 515,314 | | | | 1,793,293 | |
EVERTEC, Inc. | | | 87,798 | | | | 2,950,013 | |
IBEX Holdings Ltd.* | | | 123,910 | | | | 2,090,362 | |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—(continued) | | | | | | | | |
Insight Enterprises, Inc.*(a) | | | 72,482 | | | $ | 6,604,560 | |
InterDigital, Inc. | | | 98,685 | | | | 4,950,039 | |
MAXIMUS, Inc.(a) | | | 29,063 | | | | 1,760,927 | |
NCR Corp.* | | | 140,663 | | | | 4,367,586 | |
SMART Global Holdings, Inc.* | | | 318,745 | | | | 5,848,971 | |
TD SYNNEX Corp. | | | 27,035 | | | | 2,602,930 | |
TTEC Holdings, Inc.(a) | | | 57,815 | | | | 3,026,615 | |
Ultra Clean Holdings, Inc.* | | | 68,538 | | | | 2,006,107 | |
Unisys Corp.* | | | 280,502 | | | | 2,611,474 | |
| | | | | | | 71,062,957 | |
Materials—6.2% | | | | | | | | |
Cabot Corp.(a) | | | 64,240 | | | | 4,623,353 | |
Ecovyst, Inc.* | | | 136,470 | | | | 1,260,983 | |
Graphic Packaging Holding Co. | | | 855,230 | | | | 19,045,972 | |
Ingevity Corp.*(a) | | | 59,594 | | | | 4,179,923 | |
Mativ, Inc. | | | 134,370 | | | | 3,173,819 | |
Minerals Technologies, Inc. | | | 27,348 | | | | 1,593,295 | |
Orion Engineered Carbons SA | | | 138,329 | | | | 2,332,227 | |
Valvoline, Inc. | | | 410,575 | | | | 11,935,415 | |
| | | | | | | 48,144,987 | |
Real Estate—1.7% | | | | | | | | |
Anywhere Real Estate, Inc.* | | | 295,050 | | | | 2,882,639 | |
Cousins Properties, Inc.(a) | | | 217,448 | | | | 5,838,479 | |
Kennedy-Wilson Holdings, Inc. | | | 121,175 | | | | 2,127,833 | |
Spirit Realty Capital, Inc. | | | 55,372 | | | | 2,261,946 | |
| | | | | | | 13,110,897 | |
Utilities—0.3% | | | | | | | | |
Pure Cycle Corp.* | | | 184,237 | | | | 1,901,326 | |
TOTAL COMMON STOCKS (Cost $585,579,511) | | | | | | | 756,938,066 | |
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—19.5% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44%(b) | | | 150,679,396 | | | | 150,679,396 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $150,679,396) | | | | | | | 150,679,396 | |
SHORT-TERM INVESTMENTS—2.7% | | | | | | | | |
Tri-State Deposit, 2.45%(b) | | | 18,521,524 | | | | 18,521,524 | |
U.S. Bank Money Market Deposit Account, 2.00%(b) | | | 2,232,436 | | | | 2,232,436 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $20,753,960) | | | | | | | 20,753,960 | |
TOTAL INVESTMENTS—120.4% (Cost $757,012,867) | | | | | | | 928,371,422 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(20.4)% | | | | (157,098,079 | ) |
NET ASSETS—100.0% | | | | | | $ | 771,273,343 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 41
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (continued) |
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, 2022, the market value of securities on loan was $145,477,036. |
(b) | The rate shown is as of August 31, 2022. |
‡ | 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, 2022, 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 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 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 | | $ | 20,329,948 | | | $ | 20,329,948 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 112,595,113 | | | | 112,595,113 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 20,091,392 | | | | 20,091,392 | | | | — | | | | — | | | | — | |
Energy | | | 62,750,063 | | | | 62,750,063 | | | | — | | | | — | | | | — | |
Financials | | | 196,236,532 | | | | 196,236,532 | | | | — | | | | — | | | | — | |
Health Care | | | 57,499,300 | | | | 57,499,300 | | | | — | | | | — | | | | — | |
Industrials | | | 153,215,551 | | | | 153,215,551 | | | | — | | | | — | | | | — | |
Information Technology | | | 71,062,957 | | | | 71,062,957 | | | | — | | | | — | | | | — | |
Materials | | | 48,144,987 | | | | 48,144,987 | | | | — | | | | — | | | | — | |
Real Estate | | | 13,110,897 | | | | 13,110,897 | | | | — | | | | — | | | | — | |
Utilities | | | 1,901,326 | | | | 1,901,326 | | | | — | | | | — | | | | — | |
Rights | | | — | | | | — | | | | — | | | | — | ** | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 150,679,396 | | | | — | | | | — | | | | — | | | | 150,679,396 | |
Short-Term Investments | | | 20,753,960 | | | | 2,232,436 | | | | 18,521,524 | | | | — | | | | — | |
Total Assets | | $ | 928,371,422 | | | $ | 759,170,502 | | | $ | 18,521,524 | | | $ | — | | | $ | 150,679,396 | |
* | 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 2022 | 43
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
WPG PARTNERS SELECT SMALL CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—91.6% | | | | | | | | |
Consumer Discretionary—11.1% | | | | | | | | |
Barnes & Noble Education, Inc.* | | | 43,504 | | | $ | 111,370 | |
BJ’s Restaurants, Inc.* | | | 17,848 | | | | 447,628 | |
Carrols Restaurant Group, Inc. | | | 64,047 | | | | 140,903 | |
Dana, Inc. | | | 15,617 | | | | 241,595 | |
Goodyear Tire & Rubber Co., (The)* | | | 18,498 | | | | 259,527 | |
Latham Group, Inc.* | | | 42,853 | | | | 244,691 | |
Poshmark, Inc., Class A* | | | 49,081 | | | | 531,057 | |
| | | | | | | 1,976,771 | |
Consumer Staples—4.5% | | | | | | | | |
Adecoagro SA | | | 47,966 | | | | 442,246 | |
TreeHouse Foods, Inc.* | | | 7,901 | | | | 368,187 | |
| | | | | | | 810,433 | |
Energy—8.1% | | | | | | | | |
Green Plains, Inc.* | | | 5,949 | | | | 217,912 | |
NexTier Oilfield Solutions, Inc.* | | | 58,470 | | | | 547,864 | |
SM Energy Co. | | | 15,431 | | | | 680,044 | |
| | | | | | | 1,445,820 | |
Financials—14.2% | | | | | | | | |
Axis Capital Holdings Ltd. | | | 11,062 | | | | 587,945 | |
Blucora, Inc.* | | | 8,366 | | | | 167,989 | |
EZCORP, Inc., Class A* | | | 30,397 | | | | 265,974 | |
First Foundation, Inc. | | | 16,453 | | | | 311,949 | |
NMI Holdings, Inc., Class A* | | | 27,980 | | | | 574,430 | |
Popular, Inc. | | | 4,741 | | | | 366,100 | |
Sculptor Capital Management, Inc. | | | 28,166 | | | | 265,605 | |
| | | | | | | 2,539,992 | |
Health Care—6.0% | | | | | | | | |
Apollo Endosurgery, Inc.* | | | 30,862 | | | | 170,358 | |
Pacira BioSciences, Inc.* | | | 13,014 | | | | 682,975 | |
Sight Sciences, Inc.* | | | 32,256 | | | | 224,824 | |
| | | | | | | 1,078,157 | |
Industrials—24.0% | | | | | | | | |
Altra Industrial Motion Corp. | | | 21,380 | | | | 811,371 | |
ICF International, Inc. | | | 3,997 | | | | 405,935 | |
KBR, Inc. | | | 9,296 | | | | 448,997 | |
Kirby Corp.* | | | 10,969 | | | | 735,581 | |
Maxar Technologies, Inc. | | | 29,281 | | | | 697,766 | |
Spirit AeroSystems Holdings, Inc., Class A | | | 5,856 | | | | 176,265 | |
Univar Solutions, Inc.* | | | 30,862 | | | | 778,340 | |
V2X, Inc.* | | | 6,507 | | | | 225,533 | |
| | | | | | | 4,279,788 | |
Information Technology—11.6% | | | | | | | | |
Momentive Global, Inc.* | | | 41,645 | | | | 295,263 | |
NetScout Systems, Inc.* | | | 11,620 | | | | 368,819 | |
ON24, Inc.* | | | 44,248 | | | | 396,462 | |
Rambus, Inc.* | | | 31,884 | | | | 822,288 | |
SMART Global Holdings, Inc.* | | | 9,668 | | | | 177,408 | |
| | | | | | | 2,060,240 | |
Materials—8.0% | | | | | | | | |
Capstone Copper Corp.* | | | 43,132 | | | | 96,882 | |
Tronox Holdings PLC, Class A | | | 45,642 | | | | 667,742 | |
Valvoline, Inc. | | | 18,684 | | | | 543,144 | |
Venator Materials PLC* | | | 69,625 | | | | 123,236 | |
| | | | | | | 1,431,004 | |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—4.1% | | | | | | | | |
Apple Hospitality REIT, Inc. | | | 28,259 | | | $ | 449,601 | |
Equity Commonwealth* | | | 10,438 | | | | 274,624 | |
| | | | | | | 724,225 | |
TOTAL COMMON STOCKS (Cost $17,197,662) | | | | | | | 16,346,430 | |
SHORT-TERM INVESTMENTS—9.3% | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 1,654,756 | | | | 1,654,756 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,654,756) | | | | | | | 1,654,756 | |
TOTAL INVESTMENTS—100.9% (Cost $18,852,418) | | | | | | | 18,001,186 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(0.9)% | | | | (156,137 | ) |
NET ASSETS—100.0% | | | | | | $ | 17,845,049 | |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2022. |
| |
| Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
44 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
WPG PARTNERS SELECT SMALL 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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 1,976,771 | | | $ | 1,976,771 | | | $ | — | | | $ | — | |
Consumer Staples | | | 810,433 | | | | 810,433 | | | | — | | | | — | |
Energy | | | 1,445,820 | | | | 1,445,820 | | | | — | | | | — | |
Financials | | | 2,539,992 | | | | 2,539,992 | | | | — | | | | — | |
Health Care | | | 1,078,157 | | | | 1,078,157 | | | | — | | | | — | |
Industrials | | | 4,279,788 | | | | 4,279,788 | | | | — | | | | — | |
Information Technology | | | 2,060,240 | | | | 2,060,240 | | | | — | | | | — | |
Materials | | | 1,431,004 | | | | 1,431,004 | | | | — | | | | — | |
Real Estate | | | 724,225 | | | | 724,225 | | | | — | | | | — | |
Short-Term Investments | | | 1,654,756 | | | | 1,654,756 | | | | — | | | | — | |
Total Assets | | $ | 18,001,186 | | | $ | 18,001,186 | | | $ | — | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 45
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—96.3% | | | | | | | | |
Communication Services—0.4% | | | | | | | | |
Altice USA, Inc., Class A* | | | 12,013 | | | $ | 120,130 | |
Consumer Discretionary—8.7% | | | | | | | | |
American Axle & Manufacturing Holdings, Inc.* | | | 22,640 | | | | 234,324 | |
BJ’s Restaurants, Inc.* | | | 11,769 | | | | 295,166 | |
Century Communities, Inc.(a) | | | 3,099 | | | | 144,692 | |
Cheesecake Factory Inc., (The)(a) | | | 7,927 | | | | 242,725 | |
Dana, Inc. | | | 13,848 | | | | 214,228 | |
Designer Brands, Inc., Class A | | | 16,544 | | | | 282,241 | |
Goodyear Tire & Rubber Co. (The)* | | | 18,103 | | | | 253,985 | |
Latham Group, Inc.* | | | 54,059 | | | | 308,677 | |
Monro Muffler Brake, Inc. | | | 2,887 | | | | 133,697 | |
Poshmark, Inc., Class A* | | | 27,207 | | | | 294,380 | |
RealReal, Inc., (The)* | | | 28,359 | | | | 60,688 | |
Stride, Inc.*(a) | | | 4,485 | | | | 171,058 | |
Universal Electronics, Inc.* | | | 7,490 | | | | 166,503 | |
| | | | | | | 2,802,364 | |
Consumer Staples—2.9% | | | | | | | | |
Dole PLC | | | 16,379 | | | | 148,230 | |
Nomad Foods Ltd.* | | | 9,222 | | | | 163,137 | |
Sovos Brands, Inc.* | | | 15,426 | | | | 235,555 | |
Spectrum Brands Holdings, Inc.(a) | | | 1,196 | | | | 75,336 | |
TreeHouse Foods, Inc.* | | | 6,667 | | | | 310,682 | |
| | | | | | | 932,940 | |
Energy—10.4% | | | | | | | | |
Chesapeake Energy Corp.(a) | | | 2,815 | | | | 282,879 | |
DHT Holdings, Inc. | | | 46,199 | | | | 360,814 | |
Earthstone Energy, Inc.,Class A*(a) | | | 12,545 | | | | 190,684 | |
Green Plains, Inc.* | | | 9,052 | | | | 331,575 | |
Liberty Energy, Inc.* | | | 12,275 | | | | 184,125 | |
Nabors Industries Ltd.* | | | 1,477 | | | | 195,717 | |
National Energy Services Reunited Corp.* | | | 25,759 | | | | 180,828 | |
NexTier Oilfield Solutions, Inc.* | | | 40,398 | | | | 378,529 | |
Northern Oil and Gas, Inc.(a) | | | 4,928 | | | | 155,922 | |
Scorpio Tankers, Inc.(a) | | | 9,014 | | | | 374,983 | |
SM Energy Co. | | | 16,311 | | | | 718,826 | |
| | | | | | | 3,354,882 | |
Financials—19.4% | | | | | | | | |
Ameris Bancorp | | | 7,781 | | | | 363,217 | |
Axis Capital Holdings Ltd. | | | 9,339 | | | | 496,368 | |
BankUnited, Inc.(a) | | | 8,208 | | | | 304,106 | |
Blucora, Inc.* | | | 11,815 | | | | 237,245 | |
Essent Group Ltd. | | | 13,742 | | | | 549,543 | |
First BanCorp | | | 5,465 | | | | 78,150 | |
First Foundation, Inc. | | | 20,671 | | | | 391,922 | |
First Interstate BancSystem, Inc.,Class A | | | 8,979 | | | | 361,495 | |
Hanover Insurance Group,Inc., (The) | | | 1,460 | | | | 188,909 | |
HomeStreet, Inc. | | | 6,264 | | | | 218,050 | |
Ladder Capital Corp. | | | 26,366 | | | | 291,608 | |
National Bank Holdings Corp.,Class A | | | 11,064 | | | | 443,998 | |
Popular, Inc. | | | 8,550 | | | | 660,231 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Premier Financial Corp. | | | 15,331 | | | $ | 414,244 | |
Sculptor Capital Management,Inc. | | | 23,218 | | | | 218,946 | |
Triumph Bancorp, Inc.* | | | 2,432 | | | | 150,565 | |
Washington Trust Bancorp, Inc.(a) | | | 6,184 | | | | 313,096 | |
Webster Financial Corp. | | | 11,987 | | | | 563,988 | |
| | | | | | | 6,245,681 | |
Health Care—3.5% | | | | | | | | |
CareDx, Inc.* | | | 3,677 | | | | 72,033 | |
Innoviva, Inc.*(a) | | | 19,283 | | | | 253,764 | |
Lantheus Holdings, Inc.* | | | 1,058 | | | | 83,370 | |
Pacira BioSciences, Inc.* | | | 10,942 | | | | 574,236 | |
Tenet Healthcare Corp.* | | | 2,513 | | | | 141,985 | |
| | | | | | | 1,125,388 | |
Industrials—20.2% | | | | | | | | |
ABM Industries, Inc. | | | 6,982 | | | | 323,965 | |
AerCap Holdings NV* | | | 1,766 | | | | 77,792 | |
Allison Transmission Holdings,Inc. | | | 4,448 | | | | 161,284 | |
Altra Industrial Motion Corp. | | | 18,803 | | | | 713,574 | |
Argan, Inc. | | | 9,949 | | | | 344,136 | |
Astec Industries, Inc. | | | 3,752 | | | | 143,251 | |
Beacon Roofing Supply, Inc.*(a) | | | 561 | | | | 30,805 | |
BrightView Holdings, Inc.* | | | 22,867 | | | | 231,414 | |
Hillman Solutions Corp.* | | | 13,843 | | | | 116,143 | |
ICF International, Inc. | | | 4,143 | | | | 420,763 | |
KBR, Inc.(a) | | | 11,935 | | | | 576,460 | |
Kirby Corp.* | | | 9,077 | | | | 608,704 | |
Knight-Swift Transportation Holdings, Inc., Class A(a) | | | 8,768 | | | | 442,872 | |
Marten Transport Ltd. | | | 7,048 | | | | 139,621 | |
Matthews International Corp., Class A | | | 6,150 | | | | 153,811 | |
Maxar Technologies, Inc. | | | 24,610 | | | | 586,456 | |
Spirit AeroSystems Holdings, Inc., Class A(a) | | | 5,228 | | | | 157,363 | |
Sun Country Airlines Holdings, Inc.* | | | 12,606 | | | | 251,112 | |
Tutor Perini Corp.* | | | 35,225 | | | | 238,826 | |
Univar Solutions, Inc.* | | | 29,097 | | | | 733,826 | |
XPO Logistics, Inc.* | | | 1,531 | | | | 80,255 | |
| | | | | | | 6,532,433 | |
Information Technology—6.3% | | | | | | | | |
Axcelis Technologies, Inc.* | | | 1,076 | | | | 72,027 | |
Celestica, Inc.* | | | 16,385 | | | | 169,093 | |
JFrog Ltd.*(a) | | | 6,040 | | | | 127,746 | |
Mirion Technologies, Inc.*(a) | | | 22,852 | | | | 172,990 | |
Momentive Global, Inc.* | | | 36,757 | | | | 260,607 | |
NetScout Systems, Inc.* | | | 10,448 | | | | 331,620 | |
Rambus, Inc.*(a) | | | 27,514 | | | | 709,586 | |
SMART Global Holdings, Inc.* | | | 11,263 | | | | 206,676 | |
| | | | | | | 2,050,345 | |
Materials—12.4% | | | | | | | | |
ATI, Inc.* | | | 7,653 | | | | 229,054 | |
Capstone Copper Corp.* | | | 70,973 | | | | 159,417 | |
Carpenter Technology Corp. | | | 5,015 | | | | 170,360 | |
Chemours Co., (The) | | | 9,676 | | | | 326,372 | |
Commercial Metals Co. | | | 6,018 | | | | 243,789 | |
Constellium SE* | | | 11,593 | | | | 154,419 | |
Livent Corp.*(a) | | | 6,249 | | | | 201,093 | |
The accompanying notes are an integral part of the financial statements.
46 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Materials—(continued) | | | | | | | | |
Mativ, Inc. | | | 8,420 | | | $ | 198,880 | |
Mosaic Co., (The)(a) | | | 2,719 | | | | 146,473 | |
O-I Glass, Inc.*(a) | | | 12,018 | | | | 156,354 | |
Perimeter Solutions SA* | | | 14,940 | | | | 145,665 | |
Piedmont Lithium, Inc.*(a) | | | 2,364 | | | | 144,559 | |
Stelco Holdings, Inc. | | | 9,422 | | | | 255,036 | |
Summit Materials, Inc., Class A* | | | 4,240 | | | | 120,501 | |
Tronox Holdings PLC, Class A | | | 33,429 | | | | 489,066 | |
Valvoline, Inc. | | | 23,057 | | | | 670,267 | |
Warrior Met Coal, Inc. | | | 5,959 | | | | 193,965 | |
| | | | | | | 4,005,270 | |
Real Estate—6.9% | | | | | | | | |
Apple Hospitality REIT, Inc. | | | 25,017 | | | | 398,020 | |
Brixmor Property Group, Inc. | | | 28,436 | | | | 610,805 | |
Equity Commonwealth*(a) | | | 12,382 | | | | 325,770 | |
Getty Realty Corp. | | | 11,548 | | | | 347,364 | |
RMR Group, Inc., Class A, (The) | | | 5,418 | | | | 141,085 | |
UMH Properties, Inc.(a) | | | 23,163 | | | | 417,861 | |
| | | | | | | 2,240,905 | |
Utilities—5.2% | | | | | | | | |
ALLETE, Inc. | | | 5,450 | | | | 322,531 | |
Avista Corp. | | | 4,717 | | | | 191,652 | |
Black Hills Corp.(a) | | | 2,429 | | | | 183,341 | |
Portland General Electric Co. | | | 3,095 | | | | 159,918 | |
South Jersey Industries, Inc. | | | 11,402 | | | | 385,958 | |
Southwest Gas Holdings, Inc.(a) | | | 3,271 | | | | 254,647 | |
Spire, Inc.(a) | | | 2,603 | | | | 181,924 | |
| | | | | | | 1,679,971 | |
TOTAL COMMON STOCKS (Cost $28,343,595) | | | | | | | 31,090,309 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—16.6% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44%(b) | | | 5,344,277 | | | | 5,344,277 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (cost $5,344,277) | | | | | | | 5,344,277 | |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—3.8% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(b) | | | 1,213,921 | | | $ | 1,213,921 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,213,921) | | | | | | | 1,213,921 | |
TOTAL INVESTMENTS—116.7% (Cost $34,901,793) | | | | | | | 37,648,507 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(16.7)% | | | | (5,384,317 | ) |
NET ASSETS—100.0% | | | | | | $ | 32,264,190 | |
PLC | Public Limited Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $5,172,762. |
(b) | The rate shown is as of August 31, 2022. |
| |
| 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 2022 | 47
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 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 | | $ | 120,130 | | | $ | 120,130 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 2,802,364 | | | | 2,802,364 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 932,940 | | | | 932,940 | | | | — | | | | — | | | | — | |
Energy | | | 3,354,882 | | | | 3,354,882 | | | | — | | | | — | | | | — | |
Financials | | | 6,245,681 | | | | 6,245,681 | | | | — | | | | — | | | | — | |
Health Care | | | 1,125,388 | | | | 1,125,388 | | | | — | | | | — | | | | — | |
Industrials | | | 6,532,433 | | | | 6,532,433 | | | | — | | | | — | | | | — | |
Information Technology | | | 2,050,345 | | | | 2,050,345 | | | | — | | | | — | | | | — | |
Materials | | | 4,005,270 | | | | 4,005,270 | | | | — | | | | — | | | | — | |
Real Estate | | | 2,240,905 | | | | 2,240,905 | | | | — | | | | — | | | | — | |
Utilities | | | 1,679,971 | | | | 1,679,971 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 5,344,277 | | | | — | | | | — | | | | — | | | | 5,344,277 | |
Short-Term Investments | | | 1,213,921 | | | | 1,213,921 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 37,648,507 | | | $ | 32,304,230 | | �� | $ | — | | | $ | — | | | $ | 5,344,277 | |
* | 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.
48 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—93.6% | | | | | | | | |
Austria—1.0% | | | | | | | | |
ANDRITZ AG | | | 4,707 | | | $ | 216,788 | |
Finland—1.6% | | | | | | | | |
Metso Outotec Oyj | | | 23,709 | | | | 185,433 | |
Nordea Bank Abp | | | 18,393 | | | | 170,537 | |
| | | | | | | 355,970 | |
France—6.1% | | | | | | | | |
Airbus Group SE | | | 4,073 | | | | 399,128 | |
Capgemini SA | | | 893 | | | | 154,291 | |
Eiffage SA | | | 1,332 | | | | 117,156 | |
Rexel SA* | | | 28,165 | | | | 457,457 | |
Sanofi | | | 3,180 | | | | 259,966 | |
| | | | | | | 1,387,998 | |
Germany—7.6% | | | | | | | | |
Brenntag SE | | | 5,018 | | | | 329,019 | |
Daimler Truck Holding AG* | | | 5,168 | | | | 132,141 | |
Deutsche Telekom AG | | | 27,234 | | | | 513,288 | |
Merck KGaA | | | 1,269 | | | | 217,990 | |
Rheinmetall AG | | | 1,913 | | | | 303,680 | |
Siemens AG | | | 2,242 | | | | 227,102 | |
| | | | | | | 1,723,220 | |
Japan—3.7% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 8,600 | | | | 288,343 | |
IHI Corp. | | | 10,800 | | | | 288,428 | |
Renesas Electronics Corp.* | | | 27,700 | | | | 262,279 | |
| | | | | | | 839,050 | |
Netherlands—3.2% | | | | | | | | |
Aalberts NV | | | 5,677 | | | | 208,176 | |
ING Groep NV | | | 21,957 | | | | 192,442 | |
Stellantis NV | | | 24,716 | | | | 328,960 | |
| | | | | | | 729,578 | |
Norway—0.9% | | | | | | | | |
Norsk Hydro ASA | | | 27,680 | | | | 190,192 | |
South Korea—0.7% | | | | | | | | |
SK Telecom Co., Ltd. | | | 4,034 | | | | 156,505 | |
Spain—0.5% | | | | | | | | |
Ence Energia y Celulosa SA | | | 32,247 | | | | 114,146 | |
Sweden—1.7% | | | | | | | | |
Svenska Handelsbanken AB, Class A | | | 46,858 | | | | 383,775 | |
Switzerland—2.9% | | | | | | | | |
STMicroelectronics NV | | | 7,211 | | | | 251,306 | |
Swiss Re AG | | | 1,170 | | | | 90,974 | |
UBS Group AG | | | 19,192 | | | | 304,130 | |
| | | | | | | 646,410 | |
United Kingdom—9.6% | | | | | | | | |
BAE Systems PLC | | | 19,328 | | | | 174,069 | |
Coca-Cola European Partners PLC | | | 9,299 | | | | 457,232 | |
Indivior PLC* | | | 16,893 | | | | 56,794 | |
Informa PLC | | | 33,668 | | | | 213,005 | |
JD Sports Fashion PLC | | | 77,014 | | | | 100,736 | |
Liberty Global PLC, Class A* | | | 7,846 | | | | 158,489 | |
NatWest Group PLC | | | 90,057 | | | | 256,992 | |
Nomad Foods Ltd.* | | | 2,854 | | | | 50,487 | |
SSE PLC | | | 13,271 | | | | 254,308 | |
Tesco PLC | | | 156,310 | | | | 451,464 | |
| | | | | | | 2,173,576 | |
| | NUMBER OF SHARES | | | VALUE | |
United States—54.1% | | | | | | | | |
AbbVie, Inc. | | | 3,829 | | | $ | 514,847 | |
Alphabet, Inc., Class A* | | �� | 3,980 | | | | 430,716 | |
AmerisourceBergen Corp. | | | 1,680 | | | | 246,221 | |
AMETEK, Inc. | | | 2,805 | | | | 337,049 | |
Amgen, Inc. | | | 751 | | | | 180,465 | |
Applied Materials, Inc. | | | 2,768 | | | | 260,386 | |
AutoZone, Inc.* | | | 199 | | | | 421,723 | |
Axalta Coating Systems Ltd.* | | | 13,621 | | | | 350,741 | |
Booking Holdings, Inc.* | | | 112 | | | | 210,091 | |
Cigna Corp. | | | 2,586 | | | | 733,002 | |
Cisco Systems, Inc. | | | 7,312 | | | | 326,993 | |
Concentrix Corp. | | | 1,523 | | | | 191,563 | |
Corteva, Inc. | | | 5,105 | | | | 313,600 | |
Crown Holdings, Inc. | | | 3,002 | | | | 271,951 | |
CVS Health Corp. | | | 5,889 | | | | 578,005 | |
Dollar General Corp. | | | 642 | | | | 152,424 | |
Elevance Health, Inc. | | | 658 | | | | 319,202 | |
FMC Corp. | | | 600 | | | | 64,848 | |
Global Payments, Inc. | | | 476 | | | | 59,134 | |
Goldman Sachs Group, Inc., (The) | | | 217 | | | | 72,189 | |
Halliburton Co. | | | 14,111 | | | | 425,164 | |
Humana, Inc. | | | 1,127 | | | | 542,966 | |
Huntington Bancshares, Inc. | | | 15,610 | | | | 209,174 | |
Johnson & Johnson | | | 4,263 | | | | 687,792 | |
JPMorgan Chase & Co. | | | 2,586 | | | | 294,106 | |
KeyCorp | | | 5,492 | | | | 97,153 | |
McKesson Corp. | | | 256 | | | | 93,952 | |
Medtronic PLC | | | 2,726 | | | | 239,670 | |
Microchip Technology, Inc. | | | 4,522 | | | | 295,061 | |
Microsoft Corp. | | | 1,258 | | | | 328,929 | |
NortonLifeLock, Inc. | | | 14,110 | | | | 318,745 | |
Oracle Corp. | | | 1,754 | | | | 130,059 | |
Pioneer Natural Resources Co. | | | 1,474 | | | | 373,246 | |
Qorvo, Inc.* | | | 990 | | | | 88,882 | |
Schlumberger Ltd. | | | 10,903 | | | | 415,949 | |
Science Applications International Corp. | | | 1,231 | | | | 112,107 | |
Synchrony Financial | | | 3,623 | | | | 118,653 | |
TE Connectivity Ltd. | | | 1,833 | | | | 231,343 | |
UnitedHealth Group, Inc. | | | 638 | | | | 331,333 | |
US Foods Holding Corp.* | | | 8,783 | | | | 268,935 | |
Wells Fargo & Co. | | | 7,011 | | | | 306,451 | |
Zimmer Biomet Holdings, Inc. | | | 2,886 | | | | 306,840 | |
| | | | | | | 12,251,660 | |
TOTAL COMMON STOCKS (Cost $23,707,669) | | | | | | | 21,168,868 | |
SHORT-TERM INVESTMENTS—6.6% | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 1,505,350 | | | | 1,505,350 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,505,350) | | | | | | | 1,505,350 | |
TOTAL INVESTMENTS—100.2% (Cost $25,213,019) | | | | | | | 22,674,218 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(0.2)% | | | | (34,369 | ) |
NET ASSETS—100.0% | | | | | | $ | 22,639,849 | |
PLC | Public Limited Company |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 49
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL SUSTAINABILITY 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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 216,788 | | | $ | — | | | $ | 216,788 | | | $ | — | |
Finland | | | 355,970 | | | | — | | | | 355,970 | | | | — | |
France | | | 1,387,998 | | | | — | | | | 1,387,998 | | | | — | |
Germany | | | 1,723,220 | | | | — | | | | 1,723,220 | | | | — | |
Japan | | | 839,050 | | | | — | | | | 839,050 | | | | — | |
Netherlands | | | 729,578 | | | | — | | | | 729,578 | | | | — | |
Norway | | | 190,192 | | | | — | | | | 190,192 | | | | — | |
South Korea | | | 156,505 | | | | — | | | | 156,505 | | | | — | |
Spain | | | 114,146 | | | | — | | | | 114,146 | | | | — | |
Sweden | | | 383,775 | | | | — | | | | 383,775 | | | | — | |
Switzerland | | | 646,410 | | | | — | | | | 646,410 | | | | — | |
United Kingdom | | | 2,173,576 | | | | 723,002 | | | | 1,450,574 | | | | — | |
United States | | | 12,251,660 | | | | 12,251,660 | | | | — | | | | — | |
Short-Term Investments | | | 1,505,350 | | | | 1,505,350 | | | | — | | | | — | |
Total Assets | | $ | 22,674,218 | | | $ | 14,480,012 | | | $ | 8,194,206 | | | $ | — | |
* | 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.
50 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments |
| |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—96.3% | | | | | | | | |
Bermuda—1.8% | | | | | | | | |
Everest Re Group Ltd. | | | 11,191 | | | $ | 3,010,938 | |
Canada—1.8% | | | | | | | | |
Cenovus Energy, Inc. | | | 168,786 | | | | 3,166,625 | |
Finland—1.2% | | | | | | | | |
Metso Outotec Oyj | | | 96,917 | | | | 758,005 | |
Nordea Bank Abp | | | 145,977 | | | | 1,353,477 | |
| | | | | | | 2,111,482 | |
France—8.3% | | | | | | | | |
Airbus Group SE | | | 19,732 | | | | 1,933,609 | |
Capgemini SE | | | 8,523 | | | | 1,472,593 | |
Cie de Saint-Gobain | | | 16,133 | | | | 649,804 | |
Eiffage SA | | | 24,701 | | | | 2,172,585 | |
Rexel SA* | | | 130,801 | | | | 2,124,474 | |
Sanofi | | | 39,864 | | | | 3,258,890 | |
TotalEnergies SE | | | 50,345 | | | | 2,548,964 | |
| | | | | | | 14,160,919 | |
Germany—6.6% | | | | | | | | |
Brenntag SE | | | 15,899 | | | | 1,042,462 | |
Deutsche Post AG | | | 20,696 | | | | 755,389 | |
Deutsche Telekom AG | | | 157,460 | | | | 2,967,699 | |
Merck KGaA | | | 11,939 | | | | 2,050,890 | |
Rheinmetall AG | | | 13,640 | | | | 2,165,291 | |
Siemens AG | | | 23,427 | | | | 2,373,027 | |
| | | | | | | 11,354,758 | |
Greece—0.4% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 38,832 | | | | 617,775 | |
Ireland—2.2% | | | | | | | | |
CRH PLC | | | 57,427 | | | | 2,109,747 | |
Flutter Entertainment PLC* | | | 12,714 | | | | 1,583,381 | |
| | | | | | | 3,693,128 | |
Italy—0.5% | | | | | | | | |
Enel SpA | | | 202,295 | | | | 950,603 | |
Japan—3.7% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 60,600 | | | | 2,031,812 | |
Fuji Corp. | | | 39,000 | | | | 567,277 | |
Hitachi Ltd. | | | 17,900 | | | | 894,321 | |
Honda Motor Co., Ltd. | | | 35,700 | | | | 950,415 | |
Renesas Electronics Corp.* | | | 203,300 | | | | 1,924,956 | |
| | | | | | | 6,368,781 | |
Netherlands—3.3% | | | | | | | | |
Aalberts NV | | | 25,560 | | | | 937,289 | |
ING Groep NV | | | 156,363 | | | | 1,370,440 | |
NXP Semiconductors NV | | | 3,825 | | | | 629,518 | |
Stellantis NV | | | 200,608 | | | | 2,670,010 | |
| | | | | | | 5,607,257 | |
Norway—0.8% | | | | | | | | |
Norsk Hydro ASA | | | 198,254 | | | | 1,362,224 | |
Singapore—1.1% | | | | | | | | |
United Overseas Bank Ltd. | | | 94,900 | | | | 1,850,498 | |
South Korea—1.0% | | | | | | | | |
KB Financial Group, Inc. | | | 27,033 | | | | 992,354 | |
SK Telecom Co., Ltd. | | | 20,559 | | | | 797,614 | |
| | | | | | | 1,789,968 | |
| | NUMBER OF SHARES | | | VALUE | |
Sweden—1.5% | | | | | | | | |
Loomis AB | | | 36,195 | | | $ | 977,755 | |
Svenska Handelsbanken AB, Class A | | | 202,369 | | | | 1,657,437 | |
| | | | | | | 2,635,192 | |
Switzerland—3.8% | | | | | | | | |
Glencore PLC | | | 598,050 | | | | 3,269,864 | |
Novartis AG | | | 22,800 | | | | 1,844,248 | |
STMicroelectronics NV | | | 39,319 | | | | 1,370,281 | |
| | | | | | | 6,484,393 | |
United Kingdom—7.9% | | | | | | | | |
AstraZeneca PLC | | | 11,065 | | | | 1,368,652 | |
Coca-Cola Europacific Partners PLC(a) | | | 46,661 | | | | 2,294,321 | |
IMI PLC | | | 84,603 | | | | 1,125,240 | |
Inchcape PLC | | | 129,379 | | | | 1,136,094 | |
JD Sports Fashion PLC | | | 847,840 | | | | 1,108,998 | |
NatWest Group PLC | | | 447,068 | | | | 1,275,780 | |
SSE PLC | | | 108,610 | | | | 2,081,257 | |
Tesco PLC | | | 773,498 | | | | 2,234,064 | |
WH Smith PLC* | | | 53,020 | | | | 878,898 | |
| | | | | | | 13,503,304 | |
United States—50.4% | | | | | | | | |
AbbVie, Inc.(a) | | | 24,984 | | | | 3,359,349 | |
Amgen, Inc. | | | 11,474 | | | | 2,757,202 | |
Applied Materials, Inc. | | | 6,947 | | | | 653,504 | |
AutoZone, Inc.* | | | 513 | | | | 1,087,155 | |
Axalta Coating Systems Ltd.* | | | 30,780 | | | | 792,585 | |
Cabot Corp.(a) | | | 8,749 | | | | 629,666 | |
Centene Corp.* | | | 31,627 | | | | 2,838,207 | |
Charter Communications, Inc., Class A*(a) | | | 1,557 | | | | 642,465 | |
Chubb Ltd. | | | 11,178 | | | | 2,113,201 | |
Cigna Corp. | | | 13,292 | | | | 3,767,617 | |
Cisco Systems, Inc. | | | 33,641 | | | | 1,504,426 | |
Concentrix Corp. | | | 15,832 | | | | 1,991,349 | |
CVS Health Corp. | | | 37,950 | | | | 3,724,792 | |
Devon Energy Corp. | | | 18,789 | | | | 1,326,879 | |
Diamondback Energy, Inc. | | | 18,815 | | | | 2,507,663 | |
Discover Financial Services | | | 14,020 | | | | 1,408,870 | |
DuPont de Nemours, Inc. | | | 15,433 | | | | 858,692 | |
Eagle Materials, Inc. | | | 5,783 | | | | 691,762 | |
Elevance Health, Inc. | | | 5,614 | | | | 2,723,408 | |
Fidelity National Information Services, Inc. | | | 10,730 | | | | 980,400 | |
Fifth Third Bancorp | | | 21,656 | | | | 739,552 | |
FleetCor Technologies, Inc.* | | | 7,446 | | | | 1,582,498 | |
Global Payments, Inc. | | | 8,359 | | | | 1,038,439 | |
Goldman Sachs Group, Inc., (The) | | | 6,027 | | | | 2,005,002 | |
Halliburton Co.(a) | | | 46,967 | | | | 1,415,116 | |
HCA Healthcare, Inc. | | | 10,114 | | | | 2,001,257 | |
Humana, Inc. | | | 4,352 | | | | 2,096,707 | |
Huntington Bancshares, Inc.(a) | | | 66,419 | | | | 890,015 | |
Johnson & Johnson | | | 15,790 | | | | 2,547,559 | |
JPMorgan Chase & Co. | | | 12,941 | | | | 1,471,780 | |
KeyCorp | | | 53,044 | | | | 938,348 | |
Leidos Holdings, Inc. | | | 8,819 | | | | 838,246 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 51
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments (continued) |
| |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
LKQ Corp. | | | 26,235 | | | $ | 1,396,227 | |
Marathon Petroleum Corp. | | | 20,483 | | | | 2,063,662 | |
McKesson Corp. | | | 6,397 | | | | 2,347,699 | |
Medtronic PLC | | | 8,858 | | | | 778,795 | |
Nexstar Media Group, Inc., Class A(a) | | | 21,011 | | | | 4,019,825 | |
NortonLifeLock, Inc. | | | 92,788 | | | | 2,096,081 | |
Olin Corp. | | | 29,214 | | | | 1,596,837 | |
Oracle Corp. | | | 32,511 | | | | 2,410,691 | |
Owens Corning | | | 665 | | | | 54,350 | |
Pioneer Natural Resources Co.(a) | | | 7,779 | | | | 1,969,798 | |
QUALCOMM, Inc. | | | 6,188 | | | | 818,487 | |
Schlumberger Ltd.(a) | | | 63,922 | | | | 2,438,624 | |
Science Applications International Corp. | | | 15,798 | | | | 1,438,724 | |
TE Connectivity Ltd. | | | 10,049 | | | | 1,268,284 | |
Textron, Inc. | | | 17,680 | | | | 1,102,878 | |
T-Mobile US, Inc.*(a) | | | 13,648 | | | | 1,964,766 | |
United Rentals, Inc.* | | | 2,223 | | | | 649,205 | |
UnitedHealth Group, Inc. | | | 4,883 | | | | 2,535,888 | |
Valvoline, Inc. | | | 26,270 | | | | 763,669 | |
Zimmer Biomet Holdings, Inc. | | | 7,333 | | | | 779,645 | |
| | | | | | | 86,417,846 | |
TOTAL COMMON STOCKS (Cost $147,969,161) | | | | | | | 165,085,691 | |
| | NUMBER OF SHARES | | | VALUE | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—8.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44%(b) | | | 14,200,918 | | | $ | 14,200,918 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $14,200,918) | | | | | | | 14,200,918 | |
SHORT-TERM INVESTMENTS—3.0% | | | | | | | | |
Tri-State Deposit, 2.45%(b) | | | 2,500,736 | | | | 2,500,737 | |
U.S. Bank Money Market Deposit Account, 2.00%(b) | | 2,563,349 | | | | 2,563,349 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $5,064,086) | | | | | | | 5,064,086 | |
TOTAL INVESTMENTS—107.6% (Cost $167,234,165) | | | | | | | 184,350,695 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(7.6)% | | | | (12,943,731 | ) |
NET ASSETS—100.0% | | | | | | $ | 171,406,964 | |
PLC | Public Limited Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $13,862,258. |
(b) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of the financial statements.
52 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 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 | | $ | 3,010,938 | | | $ | 3,010,938 | | | $ | — | | | $ | — | | | $ | — | |
Canada | | | 3,166,625 | | | | 3,166,625 | | | | — | | | | — | | | | — | |
Finland | | | 2,111,482 | | | | — | | | | 2,111,482 | | | | — | | | | — | |
France | | | 14,160,919 | | | | — | | | | 14,160,919 | | | | — | | | | — | |
Germany | | | 11,354,758 | | | | — | | | | 11,354,758 | | | | — | | | | — | |
Greece | | | 617,775 | | | | — | | | | 617,775 | | | | — | | | | — | |
Ireland | | | 3,693,128 | | | | — | | | | 3,693,128 | | | | — | | | | — | |
Italy | | | 950,603 | | | | — | | | | 950,603 | | | | — | | | | — | |
Japan | | | 6,368,781 | | | | — | | | | 6,368,781 | | | | — | | | | — | |
Netherlands | | | 5,607,257 | | | | 629,518 | | | | 4,977,739 | | | | — | | | | — | |
Norway | | | 1,362,224 | | | | — | | | | 1,362,224 | | | | — | | | | — | |
Singapore | | | 1,850,498 | | | | — | | | | 1,850,498 | | | | — | | | | — | |
South Korea | | | 1,789,968 | | | | — | | | | 1,789,968 | | | | — | | | | — | |
Sweden | | | 2,635,192 | | | | — | | | | 2,635,192 | | | | — | | | | — | |
Switzerland | | | 6,484,393 | | | | — | | | | 6,484,393 | | | | — | | | | — | |
United Kingdom | | | 13,503,304 | | | | 2,294,321 | | | | 11,208,983 | | | | — | | | | — | |
United States | | | 86,417,846 | | | | 86,417,846 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 14,200,918 | | | | — | | | | — | | | | — | | | | 14,200,918 | |
Short-Term Investments | | | 5,064,086 | | | | 2,563,349 | | | | 2,500,737 | | | | — | | | | — | |
Total Assets | | $ | 184,350,695 | | | $ | 98,082,597 | | | $ | 72,067,180 | | | $ | — | | | $ | 14,200,918 | |
| |
* | 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.
Annual Report 2022 | 53
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments |
| |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—87.4% | | | | | | | | |
Austria—0.5% | | | | | | | | |
Erste Group Bank AG | | | 1,695 | | | $ | 38,117 | |
Raiffeisen Bank International AG* | | | 4,738 | | | | 59,830 | |
| | | | | | | 97,947 | |
Brazil—8.9% | | | | | | | | |
Banco do Brasil SA | | | 67,100 | | | | 538,745 | |
Cielo SA | | | 465,000 | | | | 492,494 | |
Eletromidia SA* | | | 129,376 | | | | 258,633 | |
Localiza Rent a Car SA* | | | 20,801 | | | | 243,941 | |
Sendas Distribuidora SA | | | 104,400 | | | | 368,242 | |
| | | | | | | 1,902,055 | |
Canada—0.2% | | | | | | | | |
Parex Resources, Inc. | | | 2,523 | | | | 40,361 | |
Chile—0.9% | | | | | | | | |
Banco Santander Chile - SP ADR | | | 11,633 | | | | 186,593 | |
China—26.0% | | | | | | | | |
Agricultural Bank of China Ltd., Class H | | | 72,000 | | | | 23,527 | |
Alibaba Group Holding Ltd.* | | | 18,900 | | | | 225,487 | |
Alibaba Group Holding Ltd. - SP ADR* | | | 3,492 | | | | 333,172 | |
Bank of Chengdu Co., Ltd., Class A | | | 162,800 | | | | 369,458 | |
Chacha Food Co., Ltd., Class A | | | 13,500 | | | | 92,482 | |
Chengdu Wintrue Holding Co., Ltd., Class A | | | 26,300 | | | | 54,139 | |
China Construction Bank Corp., Class H | | | 37,000 | | | | 22,873 | |
China State Construction Engineering Corp., Ltd., Class A | | | 526,300 | | | | 391,627 | |
Fufeng Group Ltd. | | | 356,000 | | | | 200,040 | |
Greentown China Holdings Ltd. | | | 42,000 | | | | 79,245 | |
Hangzhou Tigermed Consulting Co., Ltd., Class H | | 20,600 | | | | 203,958 | |
Industrial & Commercial Bank of China Ltd., Class H | | | 46,000 | | | | 23,370 | |
JD.com, Inc., Class A | | | 305 | | | | 9,647 | |
JD.com, Inc. - ADR | | | 1,063 | | | | 67,490 | |
Jiangsu Changshu Rural Commercial Bank Co., Ltd., Class A | | | 236,500 | | | | 267,130 | |
Kweichow Moutai Co., Ltd., Class A | | | 1,200 | | | | 334,236 | |
NetEase, Inc. - ADR | | | 6,936 | | | | 613,905 | |
Pharmaron Beijing Co., Ltd., Class H | | | 6,250 | | | | 41,342 | |
Rianlon Corp., Class A | | | 24,100 | | | | 181,537 | |
Shandong Hi-Speed Road & Bridge Co., Ltd., Class A | | | 206,100 | | | | 270,347 | |
Shanghai International Port Group Co., Ltd., Class A | | | 49,100 | | | | 38,426 | |
Tangshan Port Group Co., Ltd., Class A | | | 549,700 | | | | 208,463 | |
Tencent Holdings Ltd. | | | 4,200 | | | | 173,589 | |
Xiamen Xiangyu Co., Ltd., Class A | | | 64,200 | | | | 84,656 | |
Yangtze Optical Fibre and Cable Joint Stock Ltd., Co., Class H | | | 308,000 | | | | 697,208 | |
YTO Express Group Co., Ltd., Class A | | | 92,097 | | | | 261,809 | |
YTO Express Group Co., Ltd., Class A | | | 55,900 | | | | 158,910 | |
| | NUMBER OF SHARES | | | VALUE | |
China—(continued) | | | | | | | | |
Yunnan Botanee Bio-Technology Group Co., Ltd., Class A | | | 5,900 | | | $ | 159,166 | |
| | | | | | | 5,587,239 | |
France—0.4% | | | | | | | | |
TotalEnergies SE | | | 1,665 | | | | 84,299 | |
Greece—0.4% | | | | | | | | |
JUMBO SA | | | 5,689 | | | | 81,329 | |
Hong Kong—2.4% | | | | | | | | |
WH Group Ltd. | | | 760,500 | | | | 518,146 | |
Hungary—0.3% | | | | | | | | |
MOL Hungarian Oil & Gas PLC | | | 4,410 | | | | 30,386 | |
Richter Gedeon Nyrt | | | 1,503 | | | | 30,304 | |
| | | | | | | 60,690 | |
India—2.7% | | | | | | | | |
Bharti Airtel Ltd. | | | 12,294 | | | | 111,365 | |
Bharti Airtel Ltd. | | | 1,797 | | | | 7,742 | |
Power Grid Corp. of India Ltd. | | | 18,230 | | | | 52,194 | |
Reliance Industries Ltd. | | | 1,638 | | | | 53,661 | |
Reliance Industries Ltd. - SP GDR | | | 5,185 | | | | 344,276 | |
| | | | | | | 569,238 | |
Indonesia—4.1% | | | | | | | | |
Bank Mandiri Persero Tbk PT | | | 805,300 | | | | 479,222 | |
Indofood CBP Sukses Makmur Tbk PT | | | 375,300 | | | | 210,054 | |
Indofood Sukses Makmur Tbk PT | | | 330,200 | | | | 138,524 | |
Telkom Indonesia Persero Tbk PT - ADR | | | 1,747 | | | | 52,532 | |
| | | | | | | 880,332 | |
Israel—0.8% | | | | | | | | |
Mizrahi Tefahot Bank Ltd. | | | 4,353 | | | | 177,039 | |
Malaysia—2.5% | | | | | | | | |
Petronas Chemicals Group Bhd | | | 146,200 | | | | 286,767 | |
RHB Bank Bhd | | | 202,441 | | | | 258,675 | |
| | | | | | | 545,442 | |
Mexico—6.4% | | | | | | | | |
Alpek SAB de CV | | | 127,500 | | | | 175,240 | |
Arca Continental SAB de CV | | | 22,900 | | | | 154,997 | |
Grupo Aeroportuario del Centro Norte SAB de CV - ADR | | | 4,279 | | | | 223,663 | |
Grupo Aeroportuario del Pacifico SAB de CV - ADR | | | 3,587 | | | | 511,399 | |
Grupo Bimbo SAB de CV, Class A | | | 35,400 | | | | 119,256 | |
Grupo Comercial Chedraui SA de CV | | | 57,200 | | | | 162,317 | |
Industrias Bachoco SAB de CV, Class B | | | 8,588 | | | | 33,949 | |
| | | | | | | 1,380,821 | |
Russia—0.0% | | | | | | | | |
Fix Price Group Ltd. - GDR† | | | 5,934 | | | | 0 | |
HeadHunter Group PLC - ADR† | | | 3,106 | | | | 0 | |
Magnit PJSC - SP GDR† | | | 2,995 | | | | 0 | |
Sberbank of Russia PJSC - SP ADR*† | | | 9,522 | | | | 0 | |
| | | | | | | 0 | |
Singapore—1.0% | | | | | | | | |
DBS Group Holdings Ltd. | | | 5,056 | | | | 117,721 | |
Golden Agri-Resources Ltd. | | | 532,500 | | | | 106,750 | |
| | | | | | | 224,471 | |
The accompanying notes are an integral part of the financial statements.
54 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | AUGUST 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
| |
| | NUMBER OF SHARES | | | VALUE | |
South Africa—1.8% | | | | | | | | |
Airtel Africa PLC | | | 94,468 | | | $ | 145,028 | |
Life Healthcare Group Holdings Ltd. | | | 28,783 | | | | 33,727 | |
Pick n Pay Stores Ltd. | | | 13,249 | | | | 47,810 | |
Sappi Ltd.* | | | 12,760 | | | | 34,013 | |
Shoprite Holdings Ltd. | | | 9,831 | | | | 133,309 | |
| | | | | | | 393,887 | |
South Korea—11.4% | | | | | | | | |
GS Holdings Corp. | | | 10,436 | | | | 358,289 | |
Hana Financial Group, Inc. | | | 837 | | | | 24,396 | |
Hite Jinro Co., Ltd. | | | 4,684 | | | | 106,323 | |
JB Financial Group Co., Ltd. | | | 30,036 | | | | 169,693 | |
JYP Entertainment Corp. | | | 2,125 | | | | 96,206 | |
KB Financial Group, Inc. | | | 790 | | | | 29,000 | |
KT Corp. - SP ADR | | | 33,869 | | | | 464,683 | |
Orion Corp. | | | 3,344 | | | | 244,963 | |
Osstem Implant Co., Ltd. | | | 3,843 | | | | 367,953 | |
SK Hynix, Inc. | | | 2,992 | | | | 210,361 | |
Woori Financial Group, Inc. | | | 42,495 | | | | 384,407 | |
| | | | | | | 2,456,274 | |
Taiwan—10.6% | | | | | | | | |
Accton Technology Corp. | | | 50,000 | | | | 460,430 | |
Asia Vital Components Co., Ltd. | | | 6,000 | | | | 21,135 | |
Compeq Manufacturing Co., Ltd. | | | 213,000 | | | | 365,254 | |
Hiwin Technologies Corp. | | | 19,580 | | | | 132,155 | |
Lotes Co., Ltd. | | | 9,115 | | | | 216,100 | |
Nanya Technology Corp. | | | 517,000 | | | | 897,921 | |
Pegavision Corp. | | | 8,000 | | | | 110,699 | |
SinoPac Financial Holdings Co., Ltd. | | | 75,550 | | | | 42,830 | |
Wiwynn Corp. | | | 1,000 | | | | 25,034 | |
| | | | | | | 2,271,558 | |
Thailand—5.1% | | | | | | | | |
AP Thailand PCL - NVDR | | | 1,150,700 | | | | 315,070 | |
Indorama Ventures PCL | | | 52,800 | | | | 62,629 | |
Kiatnakin Phatra Bank PCL - NVDR | | | 194,200 | | | | 385,467 | |
Supalai PCL - NVDR | | | 445,600 | | | | 238,160 | |
Thanachart Capital PCL | | | 94,500 | | | | 104,964 | |
| | | | | | | 1,106,290 | |
United States—1.0% | | | | | | | | |
Micron Technology, Inc. | | | 3,358 | | | | 189,828 | |
SMART Global Holdings, Inc.* | | | 1,850 | | | | 33,947 | |
| | | | | | | 223,775 | |
TOTAL COMMON STOCKS (Cost $19,900,125) | | | | | | | 18,787,786 | |
| | NUMBER OF SHARES | | | VALUE | |
PREFERRED STOCKS—1.2% | | | | | | | | |
Brazil—1.0% | | | | | | | | |
Itau Unibanco Holding SA, Class H - SP ADR 3.075% | | | 46,200 | | | $ | 228,228 | |
South Korea—0.2% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.637% | | | 1,003 | | | | 40,574 | |
TOTAL PREFERRED STOCKS (Cost $274,425) | | | | | | | 268,802 | |
EXCHANGE TRADED FUNDS—0.2% | | | | | | | | |
Thailand—0.2% | | | | | | | | |
Jasmine Broadband Internet Infrastructure Fund | | | 236,600 | | | | 57,751 | |
TOTAL EXCHANGE TRADED FUNDS (Cost $81,570) | | | | | | | 57,751 | |
SHORT-TERM INVESTMENTS—8.6% | | | | | | | | |
Tri-State Deposit, 2.45%(a) | | | 1,000,341 | | | | 1,000,341 | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | 838,598 | | | | 838,598 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,838,939) | | | | | | | 1,838,939 | |
TOTAL INVESTMENTS—97.4% (Cost $22,095,059) | | | | | | | 20,953,278 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—2.6% | | | | 550,737 | |
NET ASSETS—100.0% | | | | | | $ | 21,504,015 | |
ADR | American Depositary Receipt |
GDR | Global Depositary Receipt |
NVDR | Non-voting Depository Receipt |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
SP GDR | Sponsored Global Depositary Receipt |
GDR | Global Depositary Receipt |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2022. |
† | 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, 2022, these securities amounted to $0 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 55
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2022, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | | | | | | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Jiangsu Phoenix Publishing & Media Group Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | % | | Monthly | | | 94,800 | | | $ | 117,160 | | | | $ | 25,509 | |
Meihua Holdings Group Co., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 338,700 | | | | 514,392 | | | | | (45,194 | ) |
Netdragon Websoft Holdings Ltd. | | Goldman Sachs | | 09/18/2025 | | | 1.90 | | | Monthly | | | 47,000 | | | | 102,399 | | | | | 8,539 | |
Zhejiang Entive Smart Kitchen Appliance Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 6,900 | | | | 53,797 | | | | | (8,284 | ) |
| | | | | | | | | | | | | | | | | 787,748 | | | | | (19,430 | ) |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins SGPS SA | | Goldman Sachs | | 09/18/2025 | | | -0.08 | | | Monthly | | | 13,351 | | | | 296,519 | | | | | (4,042 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | 117,900 | | | | — | | | | | (175,193 | ) |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Al Rajhi Bank | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 5,354 | | | | 128,473 | | | | | 2,819 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | 3,000 | | | | 49,774 | | | | | (2,791 | ) |
Total Long | | | | | | | | | | | | | | | | | 1,262,514 | | | | | (198,637 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | $ | (198,637 | ) |
The accompanying notes are an integral part of the financial statements.
56 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 97,947 | | | $ | — | | | $ | 97,947 | | | $ | — | |
Brazil | | | 1,902,055 | | | | 1,902,055 | | | | — | | | | — | |
Canada | | | 40,361 | | | | 40,361 | | | | — | | | | — | |
Chile | | | 186,593 | | | | 186,593 | | | | — | | | | — | |
China | | | 5,587,239 | | | | 1,014,567 | | | | 4,572,672 | | | | — | |
France | | | 84,299 | | | | — | | | | 84,299 | | | | — | |
Greece | | | 81,329 | | | | — | | | | 81,329 | | | | — | |
Hong Kong | | | 518,146 | | | | — | | | | 518,146 | | | | — | |
Hungary | | | 60,690 | | | | — | | | | 60,690 | | | | — | |
India | | | 569,238 | | | | — | | | | 569,238 | | | | — | |
Indonesia | | | 880,332 | | | | 52,532 | | | | 827,800 | | | | — | |
Israel | | | 177,039 | | | | — | | | | 177,039 | | | | — | |
Malaysia | | | 545,442 | | | | — | | | | 545,442 | | | | — | |
Mexico | | | 1,380,821 | | | | 1,380,821 | | | | — | | | | — | |
Russia | | | — | | | | — | | | | — | | | | — | * |
Singapore | | | 224,471 | | | | — | | | | 224,471 | | | | — | |
South Africa | | | 393,887 | | | | 47,810 | | | | 346,077 | | | | — | |
South Korea | | | 2,456,274 | | | | 464,683 | | | | 1,991,591 | | | | — | |
Taiwan | | | 2,271,558 | | | | — | | | | 2,271,558 | | | | — | |
Thailand | | | 1,106,290 | | | | — | | | | 1,106,290 | | | | — | |
United States | | | 223,775 | | | | 223,775 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 228,228 | | | | 228,228 | | | | — | | | | — | |
South Korea | | | 40,574 | | | | — | | | | 40,574 | | | | — | |
Exchange Traded Funds | | | | | | | | | | | | | | | | |
Thailand | | | 57,751 | | | | 57,751 | | | | — | | | | — | |
Short-Term Investments | | | 1,838,939 | | | | 838,598 | | | | 1,000,341 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 36,867 | | | | 36,867 | | | | — | | | | — | |
Total Assets | | $ | 20,990,145 | | | $ | 6,474,641 | | | $ | 14,515,504 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (235,504 | ) | | $ | (60,311 | ) | | $ | — | | | $ | (175,193 | ) |
Total Liabilities | | $ | (235,504 | ) | | $ | (60,311 | ) | | $ | — | | | $ | (175,193 | ) |
| | | | | | | | | | | | | | | | |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 57
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—110.5% | | | | | | | | | |
COMMON STOCKS—88.4% | | | | | | | | | |
Communication Services—4.5% | | | | | | | | | |
Alphabet, Inc., Class A* | | | 1,200 | | | | $ | 129,864 | |
Baidu, Inc. - SP ADR*(a) | | | 6,410 | | | | | 922,848 | |
Cinemark Holdings, Inc.*(a) | | | 18,193 | | | | | 256,157 | |
Entravision Communications Corp., Class A† | | | 201,925 | | | | | 1,025,779 | |
Meta Platforms, Inc., Class A* | | | 4,176 | | | | | 680,396 | |
| | | | | | | | 3,015,044 | |
Consumer Discretionary—11.8% | | | | | | | | | |
Arcos Dorados Holdings, Inc., Class A | | | 104,757 | | | | | 764,725 | |
AutoZone, Inc.* | | | 240 | | | | | 508,610 | |
Bowlero Corp.*(a) | | | 52,616 | | | | | 621,921 | |
Carriage Services, Inc.(a)† | | | 16,151 | | | | | 571,907 | |
Carter’s, Inc.(a) | | | 6,237 | | | | | 460,602 | |
Global Business Travel Group I, Class A*(a) | | | 31,614 | | | | | 232,995 | |
Hooker Furnishings Corp. | | | 11,062 | | | | | 175,554 | |
JD.com, Inc. - ADR | | | 9,902 | | | | | 628,678 | |
Las Vegas Sands Corp.*(a) | | | 4,683 | | | | | 176,221 | |
LKQ Corp.† | | | 11,473 | | | | | 610,593 | |
Perdoceo Education Corp.* | | | 37,864 | | | | | 438,465 | |
Skechers U.S.A., Inc., Class A*† | | | 7,711 | | | | | 291,476 | |
Stellantis NV(a) | | | 17,587 | | | | | 235,666 | |
Stride, Inc.*(a)† | | | 55,382 | | | | | 2,112,270 | |
| | | | | | | | 7,829,683 | |
Consumer Staples—1.3% | | | | | | | | | |
Coca-Cola European Partners PLC(a) | | | 6,750 | | | | | 331,898 | |
Medifast, Inc. | | | 1,696 | | | | | 212,814 | |
Vector Group Ltd. | | | 32,989 | | | | | 323,292 | |
| | | | | | | | 868,004 | |
Energy—6.1% | | | | | | | | | |
BP PLC - SP ADR | | | 16,690 | | | | | 514,720 | |
Canadian Natural Resources Ltd. | | | 23,738 | | | | | 1,301,080 | |
Devon Energy Corp.# | | | 4,357 | | | | | 307,691 | |
Marathon Petroleum Corp.† | | | 12,948 | | | | | 1,304,511 | |
Schlumberger Ltd.(a) | | | 9,808 | | | | | 374,175 | |
World Fuel Services Corp. | | | 10,641 | | | | | 274,538 | |
| | | | | | | | 4,076,715 | |
Financials—14.9% | | | | | | | | | |
American International Group, Inc.† | | | 9,415 | | | | | 487,226 | |
Bank of America Corp.† | | | 10,755 | | | | | 361,476 | |
Bank OZK† | | | 11,158 | | | | | 452,234 | |
BGC Partners, Inc., Class A† | | | 181,337 | | | | | 728,975 | |
Charles Schwab Corp., (The) | | | 7,631 | | | | | 541,419 | |
Citigroup, Inc.† | | | 11,556 | | | | | 564,048 | |
Crawford & Co., Class A(a) | | | 31,097 | | | | | 189,070 | |
Evercore, Inc., Class A(a) | | | 2,746 | | | | | 257,273 | |
Fairfax Financial Holdings Ltd. | | | 1,608 | | | | | 802,199 | |
FirstCash Holdings, Inc. | | | 4,031 | | | | | 314,257 | |
Jefferies Financial Group, Inc.† | | | 25,111 | | | | | 805,812 | |
KB Financial Group, Inc. - ADR(a) | | | 12,212 | | | | | 446,715 | |
Morgan Stanley† | | | 5,002 | | | | | 426,270 | |
PCB Bancorp | | | 19,078 | | | | | 358,285 | |
Prudential Financial, Inc.(a) | | | 2,812 | | | | | 269,249 | |
Reinsurance Group of America, Inc. | | | 3,406 | | | | | 426,976 | |
Silvercrest Asset Management Group, Inc., Class A | | | 12,822 | | | | | 229,129 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | | |
Stifel Financial Corp.(a)† | | | 15,508 | | | | $ | 919,779 | |
SVB Financial Group*(a) | | | 1,099 | | | | | 446,765 | |
Universal Insurance Holdings, Inc.† | | | 25,637 | | | | | 306,106 | |
Wells Fargo & Co. | | | 2,307 | | | | | 100,839 | |
Western Alliance Bancorp(a)† | | | 6,258 | | | | | 480,114 | |
| | | | | | | | 9,914,216 | |
Health Care—20.7% | | | | | | | | | |
AdaptHealth Corp.*(a) | | | 19,118 | | | | | 343,550 | |
Amgen, Inc.† | | | 5,622 | | | | | 1,350,967 | |
Catalyst Pharmaceuticals, Inc.* | | | 52,102 | | | | | 705,461 | |
Centene Corp.* | | | 4,990 | | | | | 447,803 | |
Cigna Corp.(a)† | | | 3,966 | | | | | 1,124,163 | |
CVS Health Corp.† | | | 11,855 | | | | | 1,163,568 | |
Elevance Health, Inc.† | | | 2,466 | | | | | 1,196,281 | |
Hanger, Inc.* | | | 21,295 | | | | | 396,726 | |
Harrow Health, Inc.*† | | | 41,358 | | | | | 371,808 | |
HCA Healthcare, Inc. | | | 3,653 | | | | | 722,819 | |
Henry Schein, Inc.* | | | 7,707 | | | | | 565,771 | |
Inmode Ltd.*(a) | | | 10,890 | | | | | 347,827 | |
Jazz Pharmaceuticals PLC* | | | 2,096 | | | | | 325,341 | |
Johnson & Johnson† | | | 5,759 | | | | | 929,157 | |
Medtronic PLC† | | | 7,531 | | | | | 662,125 | |
Merck & Co., Inc. | | | 7,708 | | | | | 657,955 | |
Novartis AG - SP ADR† | | | 9,957 | | | | | 801,738 | |
Quipt Home Medical Corp.* | | | 52,834 | | | | | 256,245 | |
Syneos Health, Inc.* | | | 2,705 | | | | | 162,598 | |
UnitedHealth Group, Inc.#† | | | 1,288 | | | | | 668,897 | |
Universal Health Services, Inc., Class B(a)† | | | 5,899 | | | | | 577,158 | |
| | | | | | | | 13,777,958 | |
Industrials—9.8% | | | | | | | | | |
Acuity Brands, Inc. | | | 1,739 | | | | | 285,075 | |
AerCap Holdings NV*† | | | 4,965 | | | | | 218,708 | |
Barrett Business Services, Inc.† | | | 8,886 | | | | | 716,567 | |
Builders FirstSource, Inc.*†# | | | 9,259 | | | | | 542,670 | |
CACI International, Inc., Class A* | | | 1,621 | | | | | 455,290 | |
Euroseas Ltd. | | | 13,966 | | | | | 327,363 | |
Forward Air Corp. | | | 2,988 | | | | | 289,956 | |
Galliford Try Holdings PLC | | | 108,600 | | | | | 198,727 | |
Gibraltar Industries, Inc.*(a) | | | 5,212 | | | | | 218,122 | |
Global Industrial Co. | | | 8,127 | | | | | 244,460 | |
Graham Corp.† | | | 16,094 | | | | | 153,376 | |
Heidrick & Struggles International, Inc.† | | | 4,981 | | | | | 141,759 | |
Kelly Services, Inc., Class A† | | | 12,993 | | | | | 209,317 | |
Korn/Ferry International | | | 4,164 | | | | | 253,671 | |
L B Foster Co., Class A* | | | 15,860 | | | | | 207,766 | |
Lockheed Martin Corp. | | | 1,119 | | | | | 470,103 | |
Quanta Services, Inc.† | | | 3,477 | | | | | 491,300 | |
Ryanair Holdings PLC - SP ADR* | | | 3,896 | | | | | 283,278 | |
UFP Industries, Inc. | | | 6,031 | | | | | 478,801 | |
V2X, Inc.* | | | 9,022 | | | | | 312,703 | |
| | | | | | | | 6,499,012 | |
Information Technology—14.4% | | | | | | | | | |
Applied Materials, Inc. | | | 278 | | | | | 26,151 | |
Arrow Electronics, Inc.* | | | 3,249 | | | | | 340,528 | |
Box, Inc., Class A*(a) | | | 10,075 | | | | | 259,431 | |
Capgemini SE - ADR† | | | 6,678 | | | | | 231,393 | |
Check Point Software Technologies Ltd.* | | | 6,286 | | | | | 755,829 | |
The accompanying notes are an integral part of the financial statements.
58 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—(continued) | | | | | | | | | |
Cisco Systems, Inc. | | | 12,987 | | | | $ | 580,779 | |
Cognizant Technology Solutions Corp., Class A† | | | 8,669 | | | | | 547,621 | |
Concentrix Corp.† | | | 6,489 | | | | | 816,186 | |
Dolby Laboratories, Inc., Class A† | | | 2,812 | | | | | 205,951 | |
Dropbox, Inc., Class A*(a) | | | 14,497 | | | | | 310,091 | |
EVERTEC, Inc.† | | | 12,810 | | | | | 430,416 | |
Fabrinet*† | | | 2,303 | | | | | 236,841 | |
FleetCor Technologies, Inc.* | | | 1,976 | | | | | 419,959 | |
Genpact Ltd. | | | 8,537 | | | | | 401,068 | |
Global Payments, Inc. | | | 3,506 | | | | | 435,550 | |
Hackett Group, Inc., (The)† | | | 25,552 | | | | | 524,583 | |
InterDigital, Inc.(a) | | | 11,482 | | | | | 575,937 | |
Nano Dimension Ltd. - ADR*(a) | | | 51,553 | | | | | 153,112 | |
Open Text Corp.† | | | 9,984 | | | | | 314,296 | |
Oracle Corp.† | | | 7,256 | | | | | 538,032 | |
Perficient, Inc.* | | | 1,911 | | | | | 149,249 | |
Qorvo, Inc.* | | | 1,955 | | | | | 175,520 | |
TD SYNNEX Corp.† | | | 2,352 | | | | | 226,451 | |
Telefonaktiebolaget LM Ericsson - SP ADR(a)† | | | 87,021 | | | | | 646,566 | |
Zebra Technologies Corp., Class A*† | | | 833 | | | | | 251,266 | |
| | | | | | | | 9,552,806 | |
Materials—2.6% | | | | | | | | | |
Barrick Gold Corp. | | | 12,487 | | | | | 185,432 | |
Berry Global Group, Inc.*† | | | 10,588 | | | | | 575,246 | |
Ferroglobe PLC* | | | 53,997 | | | | | 377,979 | |
POSCO Holdings, Inc. - SP ADR(a) | | | 3,626 | | | | | 170,495 | |
Rio Tinto PLC - SP ADR(a)† | | | 3,379 | | | | | 190,204 | |
Ternium SA - SP ADR† | | | 6,625 | | | | | 204,116 | |
| | | | | | | | 1,703,472 | |
Real Estate—2.3% | | | | | | | | | |
Jones Lang LaSalle, Inc.(a) | | | 1,746 | | | | | 302,058 | |
Newmark Group, Inc., Class A(a)† | | | 98,307 | | | | | 1,007,647 | |
Simon Property Group, Inc. | | | 2,290 | | | | | 233,534 | |
| | | | | | | | 1,543,239 | |
TOTAL COMMON STOCKS (Cost $42,936,118) | | | | | | | | 58,780,149 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—12.9% | | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44%(b) | | | 8,554,091 | | | | | 8,554,091 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $8,554,091) | | | | | | | | 8,554,091 | |
SHORT-TERM INVESTMENTS—9.2% | | | | | | | | | |
MSILF ESG Money Market Portfolio, 2.35%(b) | | | 13,035 | | | | | 13,035 | |
U.S. Bank Money Market Deposit Account, 2.00%(b) | | | 6,069,817 | | | | | 6,069,817 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $6,082,852) | | | | | | | | 6,082,852 | |
TOTAL LONG POSITIONS—110.5% (Cost $57,573,061) | | | | | | | | 73,417,092 | |
| | NUMBER OF SHARES | | | VALUE | |
SECURITIES SOLD SHORT—(14.1%) | | | | | | | | | |
COMMON STOCKS—(14.1%) | | | | | | | | | |
Communication Services—(1.3%) | | | | | | | | | |
AMC Entertainment Holdings, Inc., Class A* | | | (23,293 | ) | | | $ | (212,432 | ) |
Consolidated Communications Holdings, Inc.* | | | (41,705 | ) | | | | (239,387 | ) |
CTC Communications Group, Inc.*‡ | | | (98,900 | ) | | | | 0 | |
Netflix, Inc.* | | | (1,750 | ) | | | | (391,230 | ) |
| | | | | | | | (843,049 | ) |
Consumer Discretionary—(4.0%) | | | | | | | | | |
Allbirds, Inc., Class A* | | | (10,005 | ) | | | | (41,121 | ) |
Brunswick Corp. | | | (3,037 | ) | | | | (226,894 | ) |
DoorDash, Inc., Class A* | | | (1,188 | ) | | | | (71,161 | ) |
Fiverr International Ltd.* | | | (1,620 | ) | | | | (56,020 | ) |
Krispy Kreme, Inc. | | | (16,811 | ) | | | | (197,529 | ) |
Mister Car Wash, Inc.* | | | (16,994 | ) | | | | (168,410 | ) |
Papa John’s International, Inc. | | | (1,885 | ) | | | | (152,365 | ) |
Planet Fitness, Inc., Class A* | | | (10,260 | ) | | | | (695,115 | ) |
Portillo’s, Inc., Class A* | | | (1,429 | ) | | | | (31,467 | ) |
Qsound Labs, Inc.*‡ | | | (4,440 | ) | | | | 0 | |
Sonos, Inc.* | | | (8,307 | ) | | | | (124,937 | ) |
Tesla, Inc.* | | | (2,454 | ) | | | | (676,347 | ) |
Warby Parker, Inc., Class A* | | | (7,288 | ) | | | | (91,610 | ) |
YETI Holdings, Inc.* | | | (3,182 | ) | | | | (117,384 | ) |
| | | | | | | | (2,650,360 | ) |
Consumer Staples—(0.5%) | | | | | | | | | |
Amish Naturals, Inc.*‡ | | | (25,959 | ) | | | | 0 | |
Beyond Meat, Inc.* | | | (2,097 | ) | | | | (51,167 | ) |
Oatly Group AB - ADR* | | | (49,265 | ) | | | | (159,126 | ) |
Tattooed Chef, Inc.* | | | (13,542 | ) | | | | (90,189 | ) |
| | | | | | | | (300,482 | ) |
Energy—(0.0%) | | | | | | | | | |
Beard Co.* | | | (9,710 | ) | | | | (1 | ) |
Financials—(0.1%) | | | | | | | | | |
P10, Inc., Class A | | | (6,749 | ) | | | | (84,228 | ) |
Health Care—(1.1%) | | | | | | | | | |
10X Genomics, Inc., Class A* | | | (2,737 | ) | | | | (90,294 | ) |
Beam Therapeutics, Inc.* | | | (2,414 | ) | | | | (131,804 | ) |
BodyTel Scientific, Inc.*‡ | | | (4,840 | ) | | | | (1 | ) |
CareView Communications, Inc.* | | | (174,320 | ) | | | | (6,554 | ) |
Cassava Sciences, Inc.* | | | (4,092 | ) | | | | (105,287 | ) |
Oak Street Health, Inc.* | | | (8,049 | ) | | | | (210,884 | ) |
Ocugen, Inc.* | | | (27,180 | ) | | | | (70,124 | ) |
Oxford Nanopore Technologies PLC* | | | (28,110 | ) | | | | (89,219 | ) |
| | | | | | | | (704,167 | ) |
Industrials—(1.0%) | | | | | | | | | |
Corporate Resource Services, Inc.* | | | (218,896 | ) | | | | (219 | ) |
Custom Truck One Source, Inc.* | | | (29,222 | ) | | | | (192,281 | ) |
DynaMotive Energy Systems Corp.*‡ | | | (72,185 | ) | | | | (7 | ) |
Ener1, Inc.*‡ | | | (102,820 | ) | | | | (10 | ) |
Omega Flex, Inc. | | | (2,655 | ) | | | | (268,208 | ) |
Sunrun, Inc.* | | | (6,063 | ) | | | | (200,261 | ) |
Valence Technology, Inc.*‡ | | | (27,585 | ) | | | | (3 | ) |
| | | | | | | | (660,989 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 59
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—(5.7%) | | | | | | | | | |
Affirm Holdings, Inc.* | | | (6,915 | ) | | | $ | (162,019 | ) |
ANTs software, Inc.*‡ | | | (10,334 | ) | | | | (1 | ) |
Appfolio, Inc., Class A* | | | (1,926 | ) | | | | (195,258 | ) |
authID, Inc.* | | | (22,335 | ) | | | | (55,838 | ) |
Bill.com Holdings, Inc.* | | | (1,632 | ) | | | | (264,188 | ) |
Ceridian HCM Holding, Inc.* | | | (3,844 | ) | | | | (229,256 | ) |
Confluent, Inc., Class A* | | | (4,112 | ) | | | | (112,504 | ) |
Consygen, Inc.*‡ | | | (200 | ) | | | | 0 | |
Coupa Software, Inc.* | | | (1,874 | ) | | | | (109,442 | ) |
Crowdstrike Holdings, Inc., Class A* | | | (1,008 | ) | | | | (184,071 | ) |
Fastly, Inc., Class A* | | | (3,932 | ) | | | | (36,764 | ) |
Guidewire Software, Inc.* | | | (2,292 | ) | | | | (164,359 | ) |
Interliant, Inc.*‡ | | | (600 | ) | | | | 0 | |
Marathon Digital Holdings, Inc.* | | | (6,756 | ) | | | | (80,059 | ) |
Matterport, Inc.* | | | (20,330 | ) | | | | (93,721 | ) |
MicroVision, Inc.* | | | (22,383 | ) | | | | (108,334 | ) |
MongoDB, Inc.* | | | (822 | ) | | | | (265,391 | ) |
Nestor, Inc.*‡ | | | (15,200 | ) | | | | (2 | ) |
Okta, Inc.* | | | (1,891 | ) | | | | (172,837 | ) |
Procore Technologies, Inc.* | | | (3,386 | ) | | | | (184,876 | ) |
Rapid7, Inc.* | | | (4,382 | ) | | | | (251,965 | ) |
Riot Blockchain, Inc.* | | | (13,167 | ) | | | | (94,407 | ) |
SentinelOne, Inc., Class A* | | | (2,894 | ) | | | | (79,035 | ) |
Tiger Telematics, Inc.*‡ | | | (6,510 | ) | | | | 0 | |
Uni-Pixel, Inc.* | | | (19,665 | ) | | | | (2 | ) |
Wolfspeed, Inc.* | | | (6,845 | ) | | | | (776,702 | ) |
Worldgate Communications, Inc.*‡ | | | (582,655 | ) | | | | (58 | ) |
XRiver Corp.*‡ | | | (34,156 | ) | | | | 0 | |
Zscaler, Inc.* | | | (1,050 | ) | | | | (167,202 | ) |
| | | | | | | | (3,788,291 | ) |
Materials—(0.2%) | | | | | | | | | |
Mountain Province Diamonds, Inc.* | | | (4,735 | ) | | | | (1,947 | ) |
PureCycle Technologies, Inc.* | | | (17,361 | ) | | | | (158,506 | ) |
| | | | | | | | (160,453 | ) |
Real Estate—(0.2%) | | | | | | | | | |
WeWork, Inc., Class A* | | | (36,092 | ) | | | | (147,977 | ) |
TOTAL COMMON STOCKS (Proceeds $(20,447,465)) | | | | | | | | (9,339,997 | ) |
TOTAL SECURITIES SOLD SHORT—(14.1%) (Proceeds $(20,447,465)) | | | | | (9,339,997 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | | | |
OPTIONS WRITTEN ††—(0.1%) | | | | | | | | | | | | | |
Call Options Written—(0.1%) | | | | | | | | | | | | | |
Builders FirstSource, Inc. | | | | | | | | | | | | | |
Expiration: 06/16/2023, Exercise Price: 75.00 | | | (77 | ) | | | (451,297 | ) | | | | (39,655 | ) |
UnitedHealth Group, Inc. | | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 560.00 | | | (11 | ) | | | (571,263 | ) | | | | (21,923 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(149,358)) | | | | | | | | | (61,578 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
Put Options Written—(0.0%) | | | | | | | | | | | | | |
Devon Energy Corp. | | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 55.00 | | | (56 | ) | | | (395,472 | ) | | | $ | (21,280 | ) |
TOTAL PUT OPTIONS WRITTEN (Premiums received $(52,696)) | | | | | | | | | (21,280 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(202,054)) | | | | | | | | | (82,858 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—3.7% | | | | | | | | | 2,458,763 | |
NET ASSETS—100.0% | | | | | | | | | | | $ | 66,453,000 | |
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, 2022, the market value of securities on loan was $8,280,895. |
(b) | The rate shown is as of August 31, 2022. |
† | 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, 2022, these securities amounted to $(82) or 0.0% of net assets. |
| |
| Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
60 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2022, 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 | | | | | | | | | | | | | | | | | | | | | | | |
Ameresco, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | % | | Monthly | | | (3,768 | ) | | $ | (259,427 | ) | | | $ | (2,124 | ) |
Applied Energetics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (57,676 | ) | | | (119,389 | ) | | | | 5,784 | |
Clear Secure, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (8,154 | ) | | | (187,053 | ) | | | | 20,576 | |
Dutch Bros, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (7,052 | ) | | | (257,398 | ) | | | | 32,070 | |
Fiverr International Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (4,933 | ) | | | (170,583 | ) | | | | 21,688 | |
Flywire Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (10,528 | ) | | | (261,726 | ) | | | | 14,222 | |
Green Plains, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (8,579 | ) | | | (314,249 | ) | | | | 18,587 | |
Hashicorp, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (7,419 | ) | | | (262,262 | ) | | | | 28,951 | |
Impinj, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (4,838 | ) | | | (431,937 | ) | | | | 34,526 | |
Joby Aviation, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (45,986 | ) | | | (243,726 | ) | | | | 10,307 | |
Life Time Group Holdings, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,086 | ) | | | (166,919 | ) | | | | 25,020 | |
Lightwave Logic, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (37,354 | ) | | | (297,711 | ) | | | | 104,688 | |
Lithium Americas Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (8,379 | ) | | | (240,058 | ) | | | | 25,334 | |
National Beverage Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (4,043 | ) | | | (224,225 | ) | | | | 7,157 | |
NCINO, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (6,627 | ) | | | (209,016 | ) | | | | 13,707 | |
P10, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (7,055 | ) | | | (88,046 | ) | | | | 1,603 | |
Portillo’s, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (9,520 | ) | | | (209,630 | ) | | | | 15,359 | |
Wingstop, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (1,957 | ) | | | (222,824 | ) | | | | 21,814 | |
Wix.com Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (2,999 | ) | | | (189,807 | ) | | | | 20,110 | |
| | | | | | | | | | | | | | | | | (4,355,986 | ) | | | | 419,379 | |
Total Short | | | | | | | | | | | | | | | | | (4,355,986 | ) | | | | 419,379 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | $ | 419,379 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 61
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 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 | | $ | 3,015,044 | | | $ | 3,015,044 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 7,829,683 | | | | 7,829,683 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 868,004 | | | | 868,004 | | | | — | | | | — | | | | — | |
Energy | | | 4,076,715 | | | | 4,076,715 | | | | — | | | | — | | | | — | |
Financials | | | 9,914,216 | | | | 9,914,216 | | | | — | | | | — | | | | — | |
Health Care | | | 13,777,958 | | | | 13,777,958 | | | | — | | | | — | | | | — | |
Industrials | | | 6,499,012 | | | | 6,300,285 | | | | 198,727 | | | | — | | | | — | |
Information Technology | | | 9,552,806 | | | | 9,552,806 | | | | — | | | | — | | | | — | |
Materials | | | 1,703,472 | | | | 1,703,472 | | | | — | | | | — | | | | — | |
Real Estate | | | 1,543,239 | | | | 1,543,239 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 8,554,091 | | | | — | | | | — | | | | — | | | | 8,554,091 | |
Short-Term Investments | | | 6,082,852 | | | | 6,082,852 | | | | — | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | 421,503 | | | | 421,503 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 73,838,595 | | | $ | 65,085,777 | | | $ | 198,727 | | | $ | — | | | $ | 8,554,091 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3*** | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | (843,049 | ) | | $ | (843,049 | ) | | $ | — | | | $ | — | ** | | $ | — | |
Consumer Discretionary | | | (2,650,360 | ) | | | (2,650,360 | ) | | | — | | | | — | ** | | | — | |
Consumer Staples | | | (300,482 | ) | | | (300,482 | ) | | | — | | | | — | ** | | | — | |
Energy | | | (1 | ) | | | — | | | | (1 | ) | | | — | | | | — | |
Financials | | | (84,228 | ) | | | (84,228 | ) | | | — | | | | — | | | | — | |
Health Care | | | (704,167 | ) | | | (614,947 | ) | | | (89,219 | ) | | | (1 | ) | | | — | |
Industrials | | | (660,989 | ) | | | (660,750 | ) | | | (219 | ) | | | (20 | ) | | | — | |
Information Technology | | | (3,788,291 | ) | | | (3,788,228 | ) | | | (2 | ) | | | (61 | ) | | | — | |
Materials | | | (160,453 | ) | | | (160,453 | ) | | | — | | | | — | | | | — | |
Real Estate | | | (147,977 | ) | | | (147,977 | ) | | | — | | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (82,858 | ) | | | (82,858 | ) | | | — | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (2,124 | ) | | | (2,124 | ) | | | — | | | | — | | | | — | |
Total Liabilities | | $ | (9,424,979 | ) | | $ | (9,335,456 | ) | | $ | (89,441 | ) | | $ | (82 | ) | | $ | — | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy included to reconcile to the amounts presented in the Portfolio of Investments. |
** | Value equals zero as of the end of the reporting period. |
*** | Delisted securities and unable to trade in OTC or any listed exchanges. Boston Partners communicates with the prime broker(s) periodically to obtain updates on the long holder’s wire off decision. Estimated recovery value to equity security holders is zero. |
The accompanying notes are an integral part of the financial statements.
62 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—97.9% | | | | | | | | |
COMMON STOCKS—92.3% | | | | | | | | |
Communication Services—4.9% | | | | | | | | |
Activision Blizzard, Inc.† | | | 56,408 | | | $ | 4,427,464 | |
Alphabet, Inc., Class A* | | | 17,320 | | | | 1,874,370 | |
Deutsche Telekom AG | | | 281,103 | | | | 5,298,038 | |
Interpublic Group of Cos., Inc., (The)† | | | 96,394 | | | | 2,664,330 | |
Live Nation Entertainment, Inc.* | | | 31,553 | | | | 2,851,129 | |
Meta Platforms, Inc., Class A*† | | | 28,665 | | | | 4,670,388 | |
Nexstar Media Group, Inc., Class A† | | | 60,455 | | | | 11,566,251 | |
T-Mobile US, Inc.* | | | 42,359 | | | | 6,098,002 | |
| | | | | | | 39,449,972 | |
Consumer Discretionary—8.4% | | | | | | | | |
AutoNation, Inc.* | | | 6,145 | | | | 765,667 | |
AutoZone, Inc.* | | | 2,379 | | | | 5,041,601 | |
Booking Holdings, Inc.* | | | 2,308 | | | | 4,329,369 | |
Callaway Golf Co.*† | | | 123,441 | | | | 2,731,749 | |
Carter’s, Inc. | | | 16,587 | | | | 1,224,950 | |
Dollar General Corp. | | | 23,589 | | | | 5,600,500 | |
Flutter Entertainment PLC* | | | 36,957 | | | | 4,602,566 | |
Frontdoor, Inc.* | | | 142,837 | | | | 3,353,813 | |
Garmin Ltd. | | | 33,665 | | | | 2,979,016 | |
GVC Holdings PLC | | | 151,246 | | | | 2,225,220 | |
Harley-Davidson, Inc.† | | | 85,647 | | | | 3,303,405 | |
Hasbro, Inc.† | | | 47,126 | | | | 3,714,471 | |
LKQ Corp.† | | | 62,160 | | | | 3,308,155 | |
Mohawk Industries, Inc.* | | | 17,017 | | | | 1,877,996 | |
Polaris, Inc. | | | 11,104 | | | | 1,257,750 | |
Restaurant Brands International, Inc. | | | 68,252 | | | | 4,026,868 | |
Ross Stores, Inc. | | | 42,133 | | | | 3,634,814 | |
Stride, Inc.*† | | | 104,000 | | | | 3,966,560 | |
Tempur Sealy International, Inc.† | | | 84,258 | | | | 2,107,293 | |
TJX Cos., Inc., (The)† | | | 47,628 | | | | 2,969,606 | |
Whirlpool Corp. | | | 9,349 | | | | 1,464,053 | |
Wyndham Hotels & Resorts, Inc. | | | 44,117 | | | | 2,882,605 | |
Wynn Macau Ltd.* | | | 1,812,900 | | | | 1,089,960 | |
| | | | | | | 68,457,987 | |
Consumer Staples—4.9% | | | | | | | | |
British American Tobacco PLC - SP ADR† | | | 217,108 | | | | 8,695,175 | |
Coca-Cola European Partners PLC† | | | 37,610 | | | | 1,849,284 | |
Hershey Co., (The) | | | 34,805 | | | | 7,819,639 | |
Keurig Dr Pepper, Inc.† | | | 216,048 | | | | 8,235,750 | |
Kraft Heinz Co., (The)† | | | 120,783 | | | | 4,517,284 | |
US Foods Holding Corp.*† | | | 118,555 | | | | 3,630,154 | |
Walmart, Inc. | | | 40,776 | | | | 5,404,859 | |
| | | | | | | 40,152,145 | |
Energy—10.8% | | | | | | | | |
Canadian Natural Resources Ltd. | | | 98,048 | | | | 5,374,011 | |
Cenovus Energy, Inc. | | | 379,650 | | | | 7,122,683 | |
Chord Energy Corp. | | | 27,984 | | | | 3,961,135 | |
ConocoPhillips† | | | 48,597 | | | | 5,318,942 | |
Coterra Energy, Inc. | | | 211,500 | | | | 6,537,465 | |
Devon Energy Corp.† | | | 93,917 | | | | 6,632,419 | |
Diamondback Energy, Inc.† | | | 36,246 | | | | 4,830,867 | |
Enerplus Corp. | | | 304,378 | | | | 4,690,761 | |
Halliburton Co.† | | | 219,839 | | | | 6,623,749 | |
Kosmos Energy Ltd.*† | | | 473,093 | | | | 3,344,767 | |
Marathon Petroleum Corp.† | | | 66,819 | | | | 6,732,014 | |
| | NUMBER OF SHARES | | | VALUE | |
Energy—(continued) | | | | | | | | |
MEG Energy Corp.* | | | 415,321 | | | $ | 5,805,987 | |
PDC Energy, Inc.† | | | 48,305 | | | | 3,280,393 | |
Pioneer Natural Resources Co. | | | 21,377 | | | | 5,413,084 | |
Range Resources Corp.† | | | 113,879 | | | | 3,742,064 | |
Schlumberger Ltd. | | | 188,334 | | | | 7,184,942 | |
Whitehaven Coal Ltd. | | | 210,443 | | | | 1,120,951 | |
| | | | | | | 87,716,234 | |
Financials—17.0% | | | | | | | | |
Allstate Corp., (The)† | | | 34,233 | | | | 4,125,076 | |
Ameriprise Financial, Inc.† | | | 28,909 | | | | 7,747,901 | |
Aon PLC, Class A | | | 12,435 | | | | 3,472,598 | |
Bank of America Corp.† | | | 230,208 | | | | 7,737,291 | |
Berkshire Hathaway, Inc., Class B*† | | | 13,893 | | | | 3,901,154 | |
Capital One Financial Corp. | | | 13,581 | | | | 1,437,141 | |
Charles Schwab Corp., (The) | | | 67,598 | | | | 4,796,078 | |
Chubb Ltd. | | | 11,255 | | | | 2,127,758 | |
DBS Group Holdings Ltd. | | | 71,800 | | | | 1,671,756 | |
Direct Line Insurance Group PLC | | | 1,294,532 | | | | 3,083,250 | |
Discover Financial Services† | | | 21,535 | | | | 2,164,052 | |
East West Bancorp, Inc.† | | | 105,546 | | | | 7,617,255 | |
Everest Re Group Ltd. | | | 13,961 | | | | 3,756,207 | |
Fifth Third Bancorp† | | | 233,434 | | | | 7,971,771 | |
Goldman Sachs Group, Inc., (The)† | | | 9,664 | | | | 3,214,923 | |
Hana Financial Group, Inc. | | | 55,661 | | | | 1,622,333 | |
Huntington Bancshares, Inc.† | | | 594,037 | | | | 7,960,096 | |
ING Groep NV | | | 128,805 | | | | 1,128,909 | |
JPMorgan Chase & Co.† | | | 63,272 | | | | 7,195,925 | |
KeyCorp† | | | 416,808 | | | | 7,373,333 | |
NatWest Group PLC | | | 812,547 | | | | 2,318,732 | |
Nordea Bank Abp | | | 288,758 | | | | 2,677,321 | |
Regions Financial Corp.† | | | 148,847 | | | | 3,225,514 | |
Renaissance Holdings Ltd. | | | 21,288 | | | | 2,879,415 | |
S&P Global, Inc. | | | 4,975 | | | | 1,752,095 | |
Sampo Oyj | | | 79,014 | | | | 3,574,635 | |
SLM Corp.† | | | 176,815 | | | | 2,701,733 | |
StoneX Group, Inc.* | | | 39,606 | | | | 3,677,021 | |
Synchrony Financial† | | | 30,513 | | | | 999,301 | |
Truist Financial Corp.† | | | 114,053 | | | | 5,342,243 | |
UBS Group AG | | | 105,053 | | | | 1,665,090 | |
United Overseas Bank Ltd. | | | 129,600 | | | | 2,527,129 | |
W R Berkley Corp.† | | | 56,981 | | | | 3,692,369 | |
Wells Fargo & Co.† | | | 255,683 | | | | 11,175,904 | |
| | | | | | | 138,313,309 | |
Health Care—12.2% | | | | | | | | |
Abbott Laboratories† | | | 15,009 | | | | 1,540,674 | |
AbbVie, Inc.† | | | 73,568 | | | | 9,891,953 | |
Amedisys, Inc.* | | | 5,867 | | | | 694,946 | |
AmerisourceBergen Corp. | | | 3,159 | | | | 462,983 | |
Amgen, Inc. | | | 21,652 | | | | 5,202,976 | |
AstraZeneca PLC | | | 20,566 | | | | 2,543,849 | |
Avantor, Inc.*† | | | 109,199 | | | | 2,720,147 | |
Boston Scientific Corp.*† | | | 49,946 | | | | 2,013,323 | |
Bristol-Myers Squibb Co. | | | 14,762 | | | | 995,106 | |
Centene Corp.*† | | | 53,396 | | | | 4,791,757 | |
Cigna Corp.† | | | 10,885 | | | | 3,085,353 | |
CVS Health Corp.† | | | 56,067 | | | | 5,502,976 | |
Elevance Health, Inc.† | | | 8,326 | | | | 4,039,026 | |
Envista Holdings Corp.*† | | | 48,191 | | | | 1,787,404 | |
Euroapi SA* | | | 1,205 | | | | 18,785 | |
HCA Healthcare, Inc. | | | 23,372 | | | | 4,624,618 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 63
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—(continued) | | | | | | | | |
Humana, Inc. | | | 6,250 | | | $ | 3,011,125 | |
ICON PLC* | | | 9,717 | | | | 2,038,918 | |
IQVIA Holdings, Inc.* | | | 10,977 | | | | 2,334,369 | |
Johnson & Johnson† | | | 26,929 | | | | 4,344,725 | |
Medtronic PLC | | | 35,297 | | | | 3,103,312 | |
Merck & Co., Inc. | | | 3,807 | | | | 324,966 | |
Molina Healthcare, Inc.* | | | 4,276 | | | | 1,442,594 | |
Novartis AG - SP ADR | | | 8,288 | | | | 667,350 | |
Novo Nordisk A/S, Class B | | | 23,626 | | | | 2,525,946 | |
Pfizer, Inc. | | | 14,295 | | | | 646,563 | |
R1 RCM, Inc.* | | | 43,431 | | | | 948,967 | |
Sanofi | | | 38,768 | | | | 3,169,292 | |
Sotera Health Co.*† | | | 91,248 | | | | 1,543,004 | |
Stryker Corp. | | | 12,131 | | | | 2,489,281 | |
Syneos Health, Inc.* | | | 6,727 | | | | 404,360 | |
Thermo Fisher Scientific, Inc. | | | 11,892 | | | | 6,484,945 | |
UCB SA | | | 16,502 | | | | 1,159,548 | |
UnitedHealth Group, Inc. | | | 17,941 | | | | 9,317,300 | |
Universal Health Services, Inc., Class B | | | 3,277 | | | | 320,622 | |
Zimmer Biomet Holdings, Inc.† | | | 25,537 | | | | 2,715,094 | |
| | | | | | | 98,908,157 | |
Industrials—11.7% | | | | | | | | |
Advanced Drainage Systems, Inc. | | | 22,822 | | | | 3,096,945 | |
AGCO Corp. | | | 16,806 | | | | 1,826,980 | |
Allegion PLC | | | 21,806 | | | | 2,073,751 | |
Allison Transmission Holdings, Inc.† | | | 19,476 | | | | 706,200 | |
AMETEK, Inc.† | | | 15,257 | | | | 1,833,281 | |
ASGN, Inc.*† | | | 24,856 | | | | 2,403,575 | |
Boeing Co., (The)* | | | 5,276 | | | | 845,479 | |
Brenntag SE | | | 44,044 | | | | 2,887,868 | |
BWX Technologies, Inc.† | | | 46,302 | | | | 2,413,723 | |
Caterpillar, Inc. | | | 10,423 | | | | 1,925,232 | |
Clean Harbors, Inc.* | | | 28,829 | | | | 3,385,101 | |
Copart, Inc.* | | | 36,415 | | | | 4,357,055 | |
Curtiss-Wright Corp. | | | 13,176 | | | | 1,939,375 | |
Deere & Co. | | | 6,126 | | | | 2,237,522 | |
Dover Corp.† | | | 13,617 | | | | 1,701,580 | |
Eaton Corp., PLC† | | | 18,581 | | | | 2,538,908 | |
Expeditors International of Washington, Inc. | | | 2,342 | | | | 240,968 | |
FedEx Corp. | | | 26,954 | | | | 5,682,173 | |
Ferguson PLC | | | 17,997 | | | | 2,078,474 | |
Fortive Corp. | | | 34,142 | | | | 2,162,213 | |
FTI Consulting, Inc.*† | | | 50,097 | | | | 8,045,578 | |
Hexcel Corp. | | | 32,292 | | | | 1,894,572 | |
Howmet Aerospace, Inc.† | | | 58,027 | | | | 2,055,897 | |
Landstar System, Inc. | | | 14,315 | | | | 2,099,008 | |
Leidos Holdings, Inc.† | | | 32,989 | | | | 3,135,604 | |
Maxar Technologies, Inc. | | | 12,813 | | | | 305,334 | |
Norfolk Southern Corp. | | | 18,547 | | | | 4,509,332 | |
nVent Electric PLC | | | 65,363 | | | | 2,154,365 | |
Otis Worldwide Corp. | | | 20,567 | | | | 1,485,349 | |
Parker-Hannifin Corp.† | | | 9,627 | | | | 2,551,155 | |
Resideo Technologies, Inc.*† | | | 80,395 | | | | 1,673,824 | |
Science Applications International Corp.† | | | 64,388 | | | | 5,863,815 | |
Sensata Technologies Holding PLC | | | 36,564 | | | | 1,472,798 | |
Societe BIC SA | | | 64,189 | | | | 3,651,497 | |
Textron, Inc. | | | 15,292 | | | | 953,915 | |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
TransUnion | | | 35,460 | | | $ | 2,619,430 | |
Union Pacific Corp. | | | 1,402 | | | | 314,763 | |
WESCO International, Inc.* | | | 18,190 | | | | 2,395,259 | |
Westinghouse Air Brake Technologies Corp. | | | 22,073 | | | | 1,934,698 | |
| | | | | | | 95,452,596 | |
Information Technology—12.6% | | | | | | | | |
Amdocs Ltd.† | | | 52,326 | | | | 4,472,303 | |
Applied Materials, Inc. | | | 25,858 | | | | 2,432,462 | |
Arrow Electronics, Inc.*† | | | 18,731 | | | | 1,963,196 | |
Broadcom, Inc. | | | 6,633 | | | | 3,310,597 | |
Capgemini SA | | | 26,034 | | | | 4,498,121 | |
Check Point Software Technologies Ltd.* | | | 40,317 | | | | 4,847,716 | |
Cisco Systems, Inc.† | | | 98,129 | | | | 4,388,329 | |
Cognizant Technology Solutions Corp., Class A† | | | 79,257 | | | | 5,006,665 | |
Concentrix Corp. | | | 31,906 | | | | 4,013,137 | |
Fair Isaac Corp.* | | | 6,519 | | | | 2,929,639 | |
Fidelity National Information Services, Inc.† | | | 44,568 | | | | 4,072,178 | |
FleetCor Technologies, Inc.*† | | | 24,376 | | | | 5,180,631 | |
Flex Ltd.*† | | | 263,296 | | | | 4,689,302 | |
Global Payments, Inc. | | | 33,954 | | | | 4,218,105 | |
Jabil, Inc.† | | | 77,643 | | | | 4,681,873 | |
KLA-Tencor Corp. | | | 5,977 | | | | 2,056,865 | |
Lam Research Corp. | | | 6,051 | | | | 2,649,793 | |
Microchip Technology, Inc.† | | | 58,888 | | | | 3,842,442 | |
Microsoft Corp.† | | | 26,899 | | | | 7,033,282 | |
NetApp, Inc. | | | 31,562 | | | | 2,276,567 | |
NortonLifeLock, Inc.† | | | 175,257 | | | | 3,959,056 | |
NXP Semiconductors NV | | | 14,925 | | | | 2,456,356 | |
Oracle Corp.† | | | 40,836 | | | | 3,027,989 | |
Qorvo, Inc.* | | | 30,370 | | | | 2,726,619 | |
QUALCOMM, Inc. | | | 40,086 | | | | 5,302,175 | |
Samsung Electronics Co., Ltd. | | | 40,260 | | | | 1,783,549 | |
SS&C Technologies Holdings, Inc.† | | | 78,655 | | | | 4,385,803 | |
Western Digital Corp.* | | | 14,309 | | | | 604,698 | |
| | | | | | | 102,809,448 | |
Materials—6.6% | | | | | | | | |
Avery Dennison Corp. | | | 18,911 | | | | 3,472,438 | |
Axalta Coating Systems Ltd.* | | | 174,595 | | | | 4,495,821 | |
Cabot Corp.† | | | 45,726 | | | | 3,290,900 | |
Corteva, Inc.† | | | 107,444 | | | | 6,600,285 | |
Crown Holdings, Inc. | | | 29,672 | | | | 2,687,986 | |
DuPont de Nemours, Inc.† | | | 95,009 | | | | 5,286,301 | |
Elkem ASA* | | | 394,887 | | | | 1,575,916 | |
Ferroglobe PLC* | | | 243,786 | | | | 1,706,502 | |
FMC Corp. | | | 28,212 | | | | 3,049,153 | |
Glencore PLC | | | 1,099,856 | | | | 6,013,510 | |
Linde PLC | | | 7,675 | | | | 2,170,951 | |
Norsk Hydro ASA | | | 771,662 | | | | 5,302,169 | |
Olin Corp. | | | 67,816 | | | | 3,706,823 | |
Valvoline, Inc.† | | | 133,513 | | | | 3,881,223 | |
| | | | | | | 53,239,978 | |
Real Estate—2.2% | | | | | | | | |
Americold Realty Trust, Inc.† | | | 157,646 | | | | 4,637,945 | |
Essex Property Trust, Inc. | | | 8,825 | | | | 2,339,155 | |
Host Hotels & Resorts, Inc.† | | | 94,936 | | | | 1,687,013 | |
Klepierre SA* | | | 43,473 | | | | 891,733 | |
The accompanying notes are an integral part of the financial statements.
64 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—(continued) | | | | | | | | |
Lamar Advertising Co., Class A | | | 27,708 | | | $ | 2,601,504 | |
Regency Centers Corp. | | | 32,931 | | | | 2,003,522 | |
Ventas, Inc. | | | 79,127 | | | | 3,787,018 | |
| | | | | | | 17,947,890 | |
Utilities—1.0% | | | | | | | | |
American Electric Power Co., Inc. | | | 30,718 | | | | 3,077,944 | |
CenterPoint Energy, Inc.† | | | 87,464 | | | | 2,757,740 | |
DTE Energy Co. | | | 19,469 | | | | 2,537,589 | |
| | | | | | | 8,373,273 | |
TOTAL COMMON STOCKS (Cost $626,967,041) | | | | | | | 750,820,989 | |
WARRANTS—0.1% | | | | | | | | |
Energy—0.1% | | | | | | | | |
Vista Energy SAB de CV *‡ | | | 4,959,034 | | | | 972,287 | |
TOTAL WARRANTS (Cost $744,008) | | | | | | | 972,287 | |
SHORT-TERM INVESTMENTS—5.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 44,842,631 | | | | 44,842,631 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $44,842,631) | | | | | | | 44,842,631 | |
TOTAL LONG POSITIONS—97.9% (Cost $672,553,680) | | | | | | | 796,635,907 | |
SECURITIES SOLD SHORT—(27.7%) | | | | | | | | |
COMMON STOCKS—(27.7%) | | | | | | | | |
Communication Services—(2.3%) | | | | | | | | |
Angi, Inc.* | | | (490,782 | ) | | | (1,992,575 | ) |
Cable One, Inc. | | | (1,305 | ) | | | (1,481,175 | ) |
iHeartMedia, Inc.* | | | (197,779 | ) | | | (1,750,344 | ) |
Lions Gate Entertainment Corp., Class A* | | | (203,990 | ) | | | (2,009,302 | ) |
Madison Square Garden Entertainment Corp.* | | | (37,454 | ) | | | (2,080,944 | ) |
Pinterest, Inc.* | | | (156,569 | ) | | | (3,607,350 | ) |
Proximus SADP | | | (121,443 | ) | | | (1,545,855 | ) |
ROBLOX Corp.* | | | (31,785 | ) | | | (1,243,111 | ) |
Telia Co., AB | | | (229,736 | ) | | | (808,610 | ) |
Warner Music Group Corp. | | | (80,227 | ) | | | (2,147,677 | ) |
| | | | | | | (18,666,943 | ) |
Consumer Discretionary—(4.8%) | | | | | | | | |
Adient PLC* | | | (98,265 | ) | | | (3,262,398 | ) |
Big Lots, Inc. | | | (4,638 | ) | | | (95,404 | ) |
Carnival Corp.* | | | (148,655 | ) | | | (1,406,276 | ) |
Choice Hotels International, Inc. | | | (17,623 | ) | | | (2,021,534 | ) |
Dick’s Sporting Goods, Inc. | | | (24,796 | ) | | | (2,637,551 | ) |
Duolingo, Inc.* | | | (24,414 | ) | | | (2,295,404 | ) |
Etsy, Inc.* | | | (11,017 | ) | | | (1,163,505 | ) |
Farfetch Ltd.* | | | (69,250 | ) | | | (694,577 | ) |
Five Below, Inc.* | | | (7,548 | ) | | | (965,238 | ) |
Genius Sports Ltd.* | | | (266,125 | ) | | | (1,091,113 | ) |
H World Group Ltd. - ADR | | | (55,152 | ) | | | (2,075,370 | ) |
Hyatt Hotels Corp.* | | | (20,682 | ) | | | (1,853,521 | ) |
Membership Collective Group, Inc.* | | | (202,366 | ) | | | (1,147,415 | ) |
Moncler SpA | | | (23,791 | ) | | | (1,058,508 | ) |
National Vision Holdings, Inc.* | | | (26,331 | ) | | | (874,979 | ) |
Overstock.com, Inc.* | | | (33,019 | ) | | | (861,796 | ) |
QuantumScape Corp.* | | | (202,266 | ) | | | (2,230,994 | ) |
Rakuten Group, Inc. | | | (431,400 | ) | | | (2,093,697 | ) |
RH* | �� | | (2,822 | ) | | | (722,178 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Consumer Discretionary—(continued) | | | | | | | | |
Shake Shack, Inc., Class A* | | | (10,478 | ) | | $ | (499,381 | ) |
Shimano, Inc. | | | (8,200 | ) | | | (1,450,657 | ) |
Texas Roadhouse, Inc. | | | (18,251 | ) | | | (1,619,959 | ) |
Warby Parker, Inc.* | | | (34,654 | ) | | | (435,601 | ) |
Whitbread PLC | | | (44,046 | ) | | | (1,276,598 | ) |
Williams-Sonoma, Inc. | | | (20,014 | ) | | | (2,977,082 | ) |
Wingstop, Inc. | | | (9,979 | ) | | | (1,136,209 | ) |
Yum China Holdings, Inc. | | | (27,288 | ) | | | (1,367,402 | ) |
| | | | | | | (39,314,347 | ) |
Consumer Staples—(1.6%) | | | | | | | | |
B&G Foods, Inc. | | | (80,256 | ) | | | (1,738,345 | ) |
Beyond Meat, Inc.* | | | (73,668 | ) | | | (1,797,499 | ) |
Central Garden & Pet Co.* | | | (57,714 | ) | | | (2,179,281 | ) |
Coca-Cola Bottlers Japan Holdings, Inc. | | | (195,500 | ) | | | (1,999,392 | ) |
Freshpet, Inc.* | | | (39,396 | ) | | | (1,714,908 | ) |
Kikkoman Corp. | | | (28,700 | ) | | | (1,754,962 | ) |
Oatly Group AB - ADR* | | | (648,481 | ) | | | (2,094,594 | ) |
| | | | | | | (13,278,981 | ) |
Energy—(1.3%) | | | | | | | | |
Baker Hughes Co. | | | (137,415 | ) | | | (3,471,103 | ) |
Hess Corp. | | | (28,208 | ) | | | (3,406,962 | ) |
NOV, Inc. | | | (198,820 | ) | | | (3,513,150 | ) |
| | | | | | | (10,391,215 | ) |
Financials—(2.8%) | | | | | | | | |
Ashmore Group PLC | | | (536,041 | ) | | | (1,263,039 | ) |
B Riley Financial, Inc. | | | (64,059 | ) | | | (3,188,216 | ) |
Credit Suisse Group AG* | | | (166,896 | ) | | | (861,204 | ) |
Deutsche Bank AG | | | (41,026 | ) | | | (342,276 | ) |
Goosehead Insurance, Inc.* | | | (18,274 | ) | | | (950,248 | ) |
Hang Seng Bank Ltd. | | | (226,700 | ) | | | (3,549,358 | ) |
SoFi Technologies, Inc.* | | | (418,030 | ) | | | (2,474,738 | ) |
T Rowe Price Group, Inc. | | | (21,894 | ) | | | (2,627,280 | ) |
Trupanion, Inc.* | | | (10,926 | ) | | | (771,157 | ) |
Trustmark Corp. | | | (38,516 | ) | | | (1,214,795 | ) |
United Bankshares, Inc. | | | (108,501 | ) | | | (4,025,387 | ) |
WisdomTree Investments, Inc. | | | (325,601 | ) | | | (1,631,261 | ) |
| | | | | | | (22,898,959 | ) |
Health Care—(1.7%) | | | | | | | | |
Alignment Healthcare, Inc.* | | | (82,356 | ) | | | (1,252,635 | ) |
Allogene Therapeutics, Inc.* | | | (71,985 | ) | | | (986,914 | ) |
Ambu A/S | | | (28,450 | ) | | | (286,032 | ) |
Ascendis Pharma A/S - ADR* | | | (8,692 | ) | | | (778,542 | ) |
Cassava Sciences, Inc.* | | | (16,801 | ) | | | (432,290 | ) |
CureVac NV* | | | (68,162 | ) | | | (670,714 | ) |
Exact Sciences Corp.* | | | (11,247 | ) | | | (399,831 | ) |
Glaukos Corp.* | | | (14,082 | ) | | | (683,681 | ) |
GoodRx Holdings, Inc.* | | | (58,245 | ) | | | (355,295 | ) |
Guardant Health, Inc.* | | | (12,349 | ) | | | (618,191 | ) |
Idorsia Ltd.* | | | (47,421 | ) | | | (742,086 | ) |
Intra-Cellular Therapies, Inc.* | | | (16,985 | ) | | | (853,666 | ) |
Neogen Corp.* | | | (43,288 | ) | | | (904,719 | ) |
Oxford Nanopore Technologies PLC* | | | (152,884 | ) | | | (485,241 | ) |
Phreesia, Inc.* | | | (23,255 | ) | | | (596,723 | ) |
Royalty Pharma PLC | | | (23,632 | ) | | | (988,054 | ) |
Tandem Diabetes Care, Inc.* | | | (17,828 | ) | | | (815,453 | ) |
Teladoc Health, Inc.* | | | (45,844 | ) | | | (1,423,915 | ) |
Twist Bioscience Corp.* | | | (14,944 | ) | | | (599,553 | ) |
| | | | | | | (13,873,535 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 65
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(4.1%) | | | | | | | | |
AeroVironment, Inc.* | | | (37,046 | ) | | $ | (3,284,128 | ) |
American Airlines Group, Inc.* | | | (204,457 | ) | | | (2,655,896 | ) |
Encore Wire Corp. | | | (21,291 | ) | | | (2,769,959 | ) |
Frontier Group Holdings, Inc.* | | | (179,019 | ) | | | (2,309,345 | ) |
Healthcare Services Group, Inc. | | | (59,959 | ) | | | (843,623 | ) |
InPost SA* | | | (323,728 | ) | | | (1,665,522 | ) |
Janus International Group, Inc.* | | | (350,540 | ) | | | (3,621,078 | ) |
Joby Aviation, Inc.* | | | (273,147 | ) | | | (1,447,679 | ) |
Kornit Digital Ltd.* | | | (48,081 | ) | | | (1,494,357 | ) |
Proto Labs, Inc.* | | | (48,576 | ) | | | (1,865,318 | ) |
Tecnoglass, Inc. | | | (136,893 | ) | | | (2,981,530 | ) |
TFI International, Inc. | | | (21,765 | ) | | | (2,171,446 | ) |
Triton International Ltd. | | | (61,247 | ) | | | (3,649,709 | ) |
United Airlines Holdings, Inc.* | | | (81,979 | ) | | | (2,870,085 | ) |
| | | | | | | (33,629,675 | ) |
Information Technology—(2.8%) | | | | | | | | |
Allegro MicroSystems, Inc.* | | | (111,011 | ) | | | (2,588,777 | ) |
Appfolio, Inc., Class A* | | | (25,295 | ) | | | (2,564,407 | ) |
BlackBerry Ltd.* | | | (369,384 | ) | | | (2,194,141 | ) |
DocuSign, Inc.* | | | (21,039 | ) | | | (1,224,891 | ) |
Itron, Inc.* | | | (31,637 | ) | | | (1,505,288 | ) |
Jamf Holding Corp.* | | | (82,210 | ) | | | (1,968,929 | ) |
Melexis NV | | | (25,974 | ) | | | (1,958,618 | ) |
Palantir Technologies, Inc.* | | | (195,495 | ) | | | (1,509,221 | ) |
Procore Technologies, Inc.* | | | (49,305 | ) | | | (2,692,053 | ) |
Taiyo Yuden Co., Ltd. | | | (52,500 | ) | | | (1,622,554 | ) |
Toast, Inc.* | | | (53,690 | ) | | | (1,016,352 | ) |
Unity Software, Inc.* | | | (33,803 | ) | | | (1,444,064 | ) |
| | | | | | | (22,289,295 | ) |
Materials—(4.6%) | | | | | | | | |
Antofagasta PLC | | | (260,211 | ) | | | (3,310,887 | ) |
Ball Corp. | | | (17,693 | ) | | | (987,446 | ) |
Cemex SAB de CV - SP ADR | | | (653,486 | ) | | | (2,444,038 | ) |
China National Building Material Co. Ltd., Class H | | | (978,000 | ) | | | (923,496 | ) |
Compass Minerals International, Inc. | | | (15,909 | ) | | | (644,156 | ) |
Eastman Chemical Co. | | | (15,743 | ) | | | (1,432,613 | ) |
EMS-Chemie Holding AG | | | (2,714 | ) | | | (1,905,871 | ) |
Holcim AG* | | | (67,319 | ) | | | (2,983,949 | ) |
Huntsman Corp. | | | (52,605 | ) | | | (1,473,992 | ) |
Mitsui Chemicals, Inc. | | | (63,200 | ) | | | (1,419,822 | ) |
Nippon Paper Industries Co., Ltd. | | | (392,500 | ) | | | (2,561,019 | ) |
Packaging Corp. of America | | | (12,437 | ) | | | (1,702,874 | ) |
PureCycle Technologies, Inc.* | | | (76,998 | ) | | | (702,992 | ) |
RPM International, Inc. | | | (16,401 | ) | | | (1,527,917 | ) |
Siam Cement PCL, (The) | | | (100,800 | ) | | | (988,845 | ) |
Southern Copper Corp. | | | (71,860 | ) | | | (3,382,450 | ) |
Standard Lithium Ltd.* | | | (239,288 | ) | | | (1,318,477 | ) |
Summit Materials, Inc.* | | | (115,771 | ) | | | (3,290,212 | ) |
UPM-Kymmene Oyj | | | (63,385 | ) | | | (2,153,469 | ) |
Wienerberger AG | | | (102,144 | ) | | | (2,388,481 | ) |
| | | | | | | (37,543,006 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—(1.5%) | | | | | | | | |
Compass, Inc.* | | | (308,764 | ) | | $ | (883,065 | ) |
Howard Hughes Corp., (The)* | | | (25,076 | ) | | | (1,595,586 | ) |
Nomura Real Estate Master Fund, Inc. | | | (1,112 | ) | | | (1,360,045 | ) |
Rexford Industrial Realty, Inc. | | | (41,688 | ) | | | (2,593,410 | ) |
SL Green Realty Corp. | | | (36,963 | ) | | | (1,632,656 | ) |
Unibail-Rodamco-Westfield* | | | (21,833 | ) | | | (1,122,428 | ) |
WeWork, Inc.* | | | (656,202 | ) | | | (2,690,428 | ) |
| | | | | | | (11,877,618 | ) |
Utilities—(0.2%) | | | | | | | | |
Kyushu Electric Power Co., Inc. | | | (267,600 | ) | | | (1,608,268 | ) |
TOTAL COMMON STOCKS (Proceeds $(279,222,615)) | | | | | | | (225,371,842 | ) |
TOTAL SECURITIES SOLD SHORT—(27.7%) (Proceeds $(279,222,615)) | | | | (225,371,842 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—29.8% | | | | 242,638,189 | |
NET ASSETS—100.0% | | | | | | $ | 813,902,254 | |
ADR | American Depositary Receipt |
LP | Limited Partnership |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
NVDR | Non-Voting Depository Receipt |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2022. |
† | 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, 2022, these securities amounted to $972,287 or 0.1% 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.
66 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2022, 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 | | | 2.33 | % | | Monthly | | | 105,735 | | | $ | 1,896,886 | | | | $ | (439,116 | ) |
Total Long | | | | | | | | | | | | | | | | | 1,896,886 | | | | | (439,116 | ) |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | | | | | | | | | | | | | | | | | | | | |
Commonwealth Bank of Australia | | Morgan Stanley | | 09/20/2022 | | | 1.81 | | | Monthly | | | (56,710 | ) | | $ | (3,782,219 | ) | | | $ | 138,620 | |
Wisetech Global Ltd. | | Morgan Stanley | | 09/20/2022 | | | 1.81 | | | Monthly | | | (96,816 | ) | | | (3,893,309 | ) | | | | 23,873 | |
| | | | | | | | | | | | | | | | | (7,675,528 | ) | | | | 162,493 | |
Belgium | | | | | | | | | | | | | | | | | | | | | | | |
Umicore SA | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (55,773 | ) | | | (1,779,566 | ) | | | | 266,234 | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
Klabin SA | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (215,800 | ) | | | (786,962 | ) | | | | — | |
Canada | | | | | | | | | | | | | | | | | | | | | | | |
Boyd Group Services, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.50 | | | Monthly | | | (36,675 | ) | | | (5,054,383 | ) | | | | 181,476 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Shenzhen Goodix Technology Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (153,700 | ) | | | (1,269,249 | ) | | | | 107,817 | |
Wanhua Chemical Group Co., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (118,100 | ) | | | (1,517,289 | ) | | | | (17,301 | ) |
| | | | | | | | | | | | | | | | | (2,786,538 | ) | | | | 90,516 | |
Denmark | | | | | | | | | | | | | | | | | | | | | | | |
DSV A/S | | Morgan Stanley | | 09/20/2022 | | | 0.16 | | | Monthly | | | (18,669 | ) | | | (2,766,011 | ) | | | | 161,287 | |
Germany | | | | | | | | | | | | | | | | | | | | | | | |
Deutsche Bank AG | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (292,716 | ) | | | (2,448,346 | ) | | | | 165,805 | |
Japan | | | | | | | | | | | | | | | | | | | | | | | |
Nippon Shinyaku Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | -0.04 | | | Monthly | | | (14,300 | ) | | | (787,439 | ) | | | | 22,590 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Hanwha Solutions Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (77,372 | ) | | | (3,042,703 | ) | | | | (211,842 | ) |
Kakaobank Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (101,016 | ) | | | (2,061,782 | ) | | | | 399,868 | |
LG Chem Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (6,531 | ) | | | (3,085,935 | ) | | | | 219,971 | |
Posco Chemical Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (29,316 | ) | | | (3,682,171 | ) | | | | (51,604 | ) |
Sillajen, Inc. | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | (307,496 | ) | | | (756,440 | ) | | | | 2,081,617 | |
| | | | | | | | | | | | | | | | | (12,629,031 | ) | | | | 2,438,010 | |
Switzerland | | | | | | | | | | | | | | | | | | | | | | | |
Credit Suisse Group AG | | Morgan Stanley | | 09/20/2022 | | | -0.21 | | | Monthly | | | (506,241 | ) | | | (2,620,542 | ) | | | | 173,018 | |
Vat Group AG | | Morgan Stanley | | 09/20/2022 | | | -0.21 | | | Monthly | | | (7,177 | ) | | | (1,722,480 | ) | | | | 217,329 | |
| | | | | | | | | | | | | | | | | (4,343,022 | ) | | | | 390,347 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | (1,297,000 | ) | | | (937,463 | ) | | | | 19,392 | |
AU Optronics Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (3,053,300 | ) | | | (1,680,255 | ) | | | | (67,431 | ) |
Pan Jit International, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (959,000 | ) | | | (2,202,352 | ) | | | | 38,591 | |
Asustek Computer, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (159,000 | ) | | | (1,332,074 | ) | | | | 16,776 | |
Compal Electronics | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,237,000 | ) | | | (924,575 | ) | | | | 3,175 | |
SDI Corporation | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (175,000 | ) | | | (684,189 | ) | | | | 35,353 | |
Taiwan Cement | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,168,000 | ) | | | (1,508,087 | ) | | | | 23,727 | |
| | | | | | | | | | | | | | | | | (9,268,995 | ) | | | | 69,583 | |
Turkey | | | | | | | | | | | | | | | | | | | | | | | |
Arcelik AS | | Bank of America | | 06/01/2023 | | | 2.33 | | | Monthly | | | (501,885 | ) | | | (1,938,100 | ) | | | | (26,849 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Neoen SA | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (58,088 | ) | | | (2,405,083 | ) | | | | 125,350 | |
Whitbread PLC | | Morgan Stanley | | 09/20/2022 | | | 1.69 | | | Monthly | | | (5,126 | ) | | | (149,110 | ) | | | | 9,647 | |
| | | | | | | | | | | | | | | | | (2,554,193 | ) | | | | 134,997 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 67
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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 | | | | | | | | | | | | | | | | | | | | | | | |
Affirm Holdings, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (51,192 | ) | | $ | (1,199,429 | ) | | | $ | 399,642 | |
Alexandria Real Estate Equities, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (11,839 | ) | | | (1,816,103 | ) | | | | 215,820 | |
Amerco | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (5,569 | ) | | | (2,927,456 | ) | | | | 236,204 | |
Ameresco, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (57,328 | ) | | | (3,947,033 | ) | | | | (29,826 | ) |
Appian Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (50,328 | ) | | | (2,360,383 | ) | | | | 315,722 | |
Bank of Hawaii Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (46,468 | ) | | | (3,625,433 | ) | | | | 304,194 | |
Blackline, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (36,722 | ) | | | (2,494,893 | ) | | | | 43,698 | |
Ceridian HCM Holding, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (45,240 | ) | | | (2,698,114 | ) | | | | 456,025 | |
Chart Industries, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,511 | ) | | | (2,813,102 | ) | | | | 137,836 | |
Chipotle Mexican Grill, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (1,567 | ) | | | (2,502,186 | ) | | | | 97,007 | |
Coinbase Global, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (7,942 | ) | | | (530,526 | ) | | | | 36,256 | |
Commerce Bancshares, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (57,000 | ) | | | (3,919,890 | ) | | | | 268,083 | |
Community Bank System, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (59,043 | ) | | | (3,860,231 | ) | | | | 387,522 | |
Compass Minerals International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (9,471 | ) | | | (383,481 | ) | | | | 32,855 | |
Core & Main, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (114,010 | ) | | | (2,687,216 | ) | | | | 172,981 | |
Coty, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (427,116 | ) | | | (3,207,641 | ) | | | | 282,905 | |
Credit Acceptance Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (5,623 | ) | | | (2,991,886 | ) | | | | 412,922 | |
Cullen/Frost Bankers, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (24,359 | ) | | | (3,165,696 | ) | | | | 245,062 | |
CVB Financial Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (107,618 | ) | | | (2,823,896 | ) | | | | 106,312 | |
Definitive Healthcare Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (69,863 | ) | | | (1,402,849 | ) | | | | 98,941 | |
Extra Space Storage, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (11,347 | ) | | | (2,254,989 | ) | | | | 141,481 | |
Federated Hermes, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (44,953 | ) | | | (1,531,099 | ) | | | | 45,348 | |
Figs, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (108,935 | ) | | | (1,259,289 | ) | | | | 38,502 | |
First Financial Bankshares, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (82,842 | ) | | | (3,521,613 | ) | | | | 388,830 | |
Floor & Decor Holdings, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (24,638 | ) | | | (2,004,548 | ) | | | | 446,656 | |
Fulgent Genetics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (7,877 | ) | | | (342,413 | ) | | | | 53,599 | |
Glacier Bancorp, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (61,042 | ) | | | (3,093,609 | ) | | | | 293,787 | |
GoodRx Holdings, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (2,464 | ) | | | (15,030 | ) | | | | 2,986 | |
Grab Holdings Ltd., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (988,631 | ) | | | (2,817,598 | ) | | | | 307,120 | |
Greif, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (22,673 | ) | | | (1,520,225 | ) | | | | 105,181 | |
Guidewire Software, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (32,066 | ) | | | (2,299,453 | ) | | | | 315,964 | |
Hamilton Lane, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,030 | ) | | | (976,207 | ) | | | | 121,536 | |
Kinsale Capital Group, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (18,213 | ) | | | (4,618,452 | ) | | | | 286,815 | |
LA-Z-BOY, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (110,376 | ) | | | (2,912,823 | ) | | | | 208,408 | |
Lennox International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (5,308 | ) | | | (1,274,557 | ) | | | | 142,876 | |
Lowe’s Cos., Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (9,707 | ) | | | (1,884,517 | ) | | | | 163,864 | |
MDU Resources Group, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (75,037 | ) | | | (2,262,366 | ) | | | | 96,728 | |
Mirati Therapeutics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (16,225 | ) | | | (1,314,712 | ) | | | | (44,414 | ) |
Moody’s Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (13,753 | ) | | | (3,913,004 | ) | | | | 297,318 | |
Myriad Genetics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (35,995 | ) | | | (804,128 | ) | | | | 164,777 | |
National Beverage Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (53,906 | ) | | | (2,989,627 | ) | | | | 77,433 | |
Novanta, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (23,612 | ) | | | (3,156,688 | ) | | | | 564,693 | |
NU Holdings Ltd., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (355,367 | ) | | | (1,741,298 | ) | | | | 32,371 | |
Okta, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (10,872 | ) | | | (993,701 | ) | | | | 159,282 | |
Old Dominion Freight Line | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,831 | ) | | | (4,025,281 | ) | | | | 438,804 | |
Rite Aid Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (46,394 | ) | | | (333,109 | ) | | | | 180,987 | |
RLI Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (31,267 | ) | | | (3,431,866 | ) | | | | 251,513 | |
Rocket Cos., Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (197,741 | ) | | | (1,562,154 | ) | | | | 303,527 | |
Rockwell Automation, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (9,065 | ) | | | (2,147,861 | ) | | | | 90,571 | |
Wayfair, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (20,272 | ) | | | (1,068,537 | ) | | | | 83,818 | |
WD-40 Co. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,202 | ) | | | (2,686,450 | ) | | | | 189,718 | |
Westamerica Bancorporation | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (61,176 | ) | | | (3,422,797 | ) | | | | 317,045 | |
The accompanying notes are an integral part of the financial statements.
68 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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) |
Wolfspeed, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (29,567 | ) | | $ | (3,354,967 | ) | | | $ | (735,627 | ) |
Xometry, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (55,221 | ) | | | (2,706,381 | ) | | | | (87,510 | ) |
| | | | | | | | | | | | | | | | | (125,598,793 | ) | | | | 9,664,148 | |
Total Short | | | | | | | | | | | | | | | | | (180,416,907 | ) | | | | 13,720,637 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | $ | 13,281,521 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 69
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Communication Services | | $ | 39,449,972 | | | $ | 34,151,934 | | | $ | 5,298,038 | | | $ | — | |
Consumer Discretionary | | | 68,457,987 | | | | 60,540,241 | | | | 7,917,746 | | | | — | |
Consumer Staples | | | 40,152,145 | | | | 40,152,145 | | | | — | | | | — | |
Energy | | | 87,716,234 | | | | 86,595,283 | | | | 1,120,951 | | | | — | |
Financials | | | 138,313,309 | | | | 119,709,244 | | | | 18,604,065 | | | | — | |
Health Care | | | 98,908,157 | | | | 89,490,737 | | | | 9,417,420 | | | | — | |
Industrials | | | 95,452,596 | | | | 88,913,231 | | | | 6,539,365 | | | | — | |
Information Technology | | | 102,809,448 | | | | 96,527,778 | | | | 6,281,670 | | | | — | |
Materials | | | 53,239,978 | | | | 41,924,299 | | | | 11,315,679 | | | | — | |
Real Estate | | | 17,947,890 | | | | 17,056,157 | | | | 891,733 | | | | — | |
Utilities | | | 8,373,273 | | | | 8,373,273 | | | | — | | | | — | |
Warrants | | | 972,287 | | | | — | | | | — | | | | 972,287 | |
Short-Term Investments | | | 44,842,631 | | | | 44,842,631 | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 14,993,041 | | | | 12,911,424 | | | | — | * | | | 2,081,617 | |
Total Assets | | $ | 811,628,948 | | | $ | 741,188,377 | | | $ | 67,386,667 | | | $ | 3,053,904 | |
|
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Communication Services | | $ | (18,666,943 | ) | | $ | (16,312,478 | ) | | $ | (2,354,465 | ) | | $ | — | |
Consumer Discretionary | | | (39,314,347 | ) | | | (33,434,887 | ) | | | (5,879,460 | ) | | | — | |
Consumer Staples | | | (13,278,981 | ) | | | (9,524,627 | ) | | | (3,754,354 | ) | | | — | |
Energy | | | (10,391,215 | ) | | | (10,391,215 | ) | | | — | | | | — | |
Financials | | | (22,898,959 | ) | | | (16,883,082 | ) | | | (6,015,877 | ) | | | — | |
Health Care | | | (13,873,535 | ) | | | (12,360,176 | ) | | | (1,513,359 | ) | | | — | |
Industrials | | | (33,629,675 | ) | | | (31,964,153 | ) | | | (1,665,522 | ) | | | — | |
Information Technology | | | (22,289,295 | ) | | | (18,708,123 | ) | | | (3,581,172 | ) | | | — | |
Materials | | | (37,543,006 | ) | | | (18,907,167 | ) | | | (18,635,839 | ) | | | — | |
Real Estate | | | (11,877,618 | ) | | | (9,395,145 | ) | | | (2,482,473 | ) | | | — | |
Utilities | | | (1,608,268 | ) | | | — | | | | (1,608,268 | ) | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (1,711,520 | ) | | | (1,711,520 | ) | | | — | | | | — | |
Total Liabilities | | $ | (227,083,362 | ) | | $ | (179,592,573 | ) | | $ | (47,490,789 | ) | | $ | — | |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
70 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—96.9% | | | | | | | | |
COMMON STOCKS—83.7% | | | | | | | | |
Australia—0.3% | | | | | | | | |
Aurizon Holdings Ltd. | | | 153,113 | | | $ | 387,244 | |
Austria—0.5% | | | | | | | | |
Andritz AG | | | 12,506 | | | | 575,983 | |
Bermuda—1.7% | | | | | | | | |
Everest Re Group Ltd. - ADR† | | | 7,854 | | | | 2,113,119 | |
Canada—8.0% | | | | | | | | |
Cenovus Energy, Inc. | | | 278,904 | | | | 5,232,569 | |
Kinross Gold Corp. | | | 319,549 | | | | 1,048,659 | |
MEG Energy Corp.* | | | 69,636 | | | | 973,478 | |
Yamana Gold, Inc. | | | 553,099 | | | | 2,439,166 | |
| | | | | | | 9,693,872 | |
Finland—1.1% | | | | | | | | |
Nordea Bank Abp | | | 142,705 | | | | 1,323,139 | |
France—5.1% | | | | | | | | |
Capgemini SE | | | 4,037 | | | | 697,508 | |
Imerys SA | | | 25,058 | | | | 725,084 | |
Rexel SA* | | | 102,075 | | | | 1,657,905 | |
Sanofi | | | 19,887 | | | | 1,625,766 | |
Societe BIC SA | | | 26,644 | | | | 1,515,688 | |
| | | | | | | 6,221,951 | |
Germany—1.7% | | | | | | | | |
Siemens AG | | | 20,223 | | | | 2,048,479 | |
India—1.5% | | | | | | | | |
HDFC Bank Ltd. - ADR† | | | 29,753 | | | | 1,816,421 | |
Ireland—0.9% | | | | | | | | |
Flutter Entertainment PLC* | | | 8,946 | | | | 1,114,121 | |
Israel—1.0% | | | | | | | | |
Check Point Software Technologies Ltd.* | | | 9,797 | | | | 1,177,991 | |
Japan—5.3% | | | | | | | | |
Fuji Corp. | | | 63,600 | | | | 925,097 | |
Honda Motor Co., Ltd. | | | 45,600 | | | | 1,213,975 | |
IHI Corp. | | | 39,400 | | | | 1,052,229 | |
Komatsu Ltd. | | | 44,800 | | | | 937,160 | |
Renesas Electronics Corp.* | | | 244,800 | | | | 2,317,901 | |
| | | | | | | 6,446,362 | |
Netherlands—2.3% | | | | | | | | |
Aalberts NV | | | 23,044 | | | | 845,027 | |
Stellantis NV | | | 145,556 | | | | 1,937,291 | |
| | | | | | | 2,782,318 | |
Norway—0.8% | | | | | | | | |
Norsk Hydro ASA | | | 140,353 | | | | 964,380 | |
South Korea—0.4% | | | | | | | | |
Hana Financial Group, Inc. | | | 17,160 | | | | 500,157 | |
Spain—0.3% | | | | | | | | |
Ence Energia y Celulosa SA | | | 111,859 | | | | 395,952 | |
Sweden—1.2% | | | | | | | | |
Svenska Handelsbanken AB, Class A | | | 181,616 | | | | 1,487,467 | |
Switzerland—4.6% | | | | | | | | |
Glencore PLC | | | 551,025 | | | | 3,012,753 | |
Novartis AG | | | 11,036 | | | | 892,681 | |
STMicroelectronics NV | | | 47,983 | | | | 1,672,224 | |
| | | | | | | 5,577,658 | |
| | NUMBER OF SHARES | | | VALUE | |
United Kingdom—5.3% | | | | | | | | |
Coca-Cola Europacific Partners PLC† | | | 16,160 | | | $ | 794,587 | |
Endeavour Mining PLC | | | 54,556 | | | | 1,061,752 | |
Ferroglobe PLC*† | | | 156,044 | | | | 1,092,308 | |
IMI PLC | | | 121,388 | | | | 1,614,489 | |
nVent Electric PLC | | | 27,874 | | | | 918,727 | |
SSE PLC | | | 45,912 | | | | 879,796 | |
| | | | | | | 6,361,659 | |
United States—41.7% | | | | | | | | |
AbbVie, Inc.† | | | 14,825 | | | | 1,993,370 | |
AGCO Corp. | | | 9,112 | | | | 990,566 | |
Alphabet, Inc., Class C*# | | | 21,742 | | | | 2,373,139 | |
Amgen, Inc.† | | | 4,005 | | | | 962,402 | |
Applied Materials, Inc.† | | | 7,062 | | | | 664,322 | |
AutoZone, Inc.*# | | | 570 | | | | 1,207,950 | |
Bank of America Corp.† | | | 51,820 | | | | 1,741,670 | |
Booking Holdings, Inc.* | | | 577 | | | | 1,082,342 | |
Centene Corp.*† | | | 23,868 | | | | 2,141,914 | |
Cigna Corp.† | | | 9,702 | | | | 2,750,032 | |
Cisco Systems, Inc.†# | | | 28,310 | | | | 1,266,023 | |
Concentrix Corp.† | | | 15,266 | | | | 1,920,158 | |
Coterra Energy, Inc. | | | 61,598 | | | | 1,903,994 | |
CVS Health Corp.† | | | 21,501 | | | | 2,110,323 | |
Diamondback Energy, Inc.†# | | | 26,185 | | | | 3,489,937 | |
Envista Holdings Corp.*† | | | 22,088 | | | | 819,244 | |
Fidelity National Information Services, Inc.† | | | 7,493 | | | | 684,636 | |
FleetCor Technologies, Inc.* | | | 5,877 | | | | 1,249,039 | |
FMC Corp.† | | | 10,106 | | | | 1,092,257 | |
Hasbro, Inc.† | | | 10,670 | | | | 841,009 | |
JPMorgan Chase & Co.† | | | 10,892 | | | | 1,238,747 | |
Lennar Corp., Class A†# | | | 11,174 | | | | 865,426 | |
Meta Platforms, Inc., Class A*† | | | 3,567 | | | | 581,171 | |
Micron Technology, Inc.†# | | | 11,391 | | | | 643,933 | |
Microsoft Corp.† | | | 5,693 | | | | 1,488,549 | |
Oracle Corp.†# | | | 49,080 | | | | 3,639,282 | |
Ovintiv, Inc. | | | 40,033 | | | | 2,127,615 | |
QUALCOMM, Inc.† | | | 6,448 | | | | 852,877 | |
Science Applications International Corp.† | | | 16,414 | | | | 1,494,823 | |
StoneX Group, Inc.* | | | 10,444 | | | | 969,621 | |
US Foods Holding Corp.*† | | | 26,190 | | | | 801,938 | |
Virtu Financial, Inc., Class A† | | | 28,590 | | | | 656,426 | |
Wells Fargo & Co.†# | | | 56,820 | | | | 2,483,602 | |
Zimmer Biomet Holdings, Inc.† | | | 12,938 | | | | 1,375,568 | |
Zimvie, Inc.* | | | 1,308 | | | | 19,908 | |
| | | | | | | 50,523,813 | |
TOTAL COMMON STOCKS (Cost $95,395,898) | | | | | | | 101,512,086 | |
SHORT-TERM INVESTMENTS—13.2% | | | | | | | | |
Tri-State Deposit, 2.45%(a) | | | 4,502,209 | | | | 4,502,209 | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 11,491,059 | | | | 11,491,059 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $15,993,268) | | | | | | | 15,993,268 | |
TOTAL INVESTMENTS—96.9% (Cost $111,389,166) | | | | | | | 117,505,354 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 71
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
SECURITIES SOLD SHORT—(42.5%) | | | | | | | | |
COMMON STOCKS—(42.5%) | | | | | | | | |
Australia—(0.7%) | | | | | | | | |
Fortescue Metals Group Ltd. | | | (36,758 | ) | | $ | (456,814 | ) |
WiseTech Global Ltd. | | | (9,792 | ) | | | (386,780 | ) |
| | | | | | | (843,594 | ) |
Austria—(0.4%) | | | | | | | | |
Wienerberger AG | | | (22,398 | ) | | | (523,743 | ) |
Belgium—(0.9%) | | | | | | | | |
Proximus SADP | | | (33,844 | ) | | | (430,802 | ) |
Umicore SA | | | (19,836 | ) | | | (630,511 | ) |
| | | | | | | (1,061,313 | ) |
Bermuda—(0.4%) | | | | | | | | |
Triton International Ltd. | | | (8,608 | ) | | | (512,951 | ) |
Canada—(0.3%) | | | | | | | | |
BlackBerry Ltd.* | | | (55,545 | ) | | | (329,882 | ) |
China—(0.3%) | | | | | | | | |
Yum China Holdings, Inc. | | | (7,676 | ) | | | (384,644 | ) |
Colombia—(0.5%) | | | | | | | | |
Tecnoglass, Inc. | | | (24,441 | ) | | | (532,325 | ) |
Denmark—(0.2%) | | | | | | | | |
NTG Nordic Transport Group A/S* | | | (6,101 | ) | | | (236,332 | ) |
Finland—(1.4%) | | | | | | | | |
Harvia Oyj | | | (27,082 | ) | | | (438,704 | ) |
Neste Oyj | | | (12,996 | ) | | | (641,184 | ) |
UPM-Kymmene Oyj | | | (17,814 | ) | | | (605,220 | ) |
| | | | | | | (1,685,108 | ) |
France—(1.0%) | | | | | | | | |
Aeroports de Paris* | | | (5,009 | ) | | | (685,887 | ) |
Unibail-Rodamco-Westfield* | | | (9,366 | ) | | | (481,503 | ) |
| | | | | | | (1,167,390 | ) |
Germany—(0.7%) | | | | | | | | |
Deutsche Bank AG | | | (73,739 | ) | | | (615,198 | ) |
Gerresheimer AG | | | (5,167 | ) | | | (270,282 | ) |
| | | | | | | (885,480 | ) |
Hong Kong—(1.1%) | | | | | | | | |
Hang Seng Bank Ltd. | | | (39,200 | ) | | | (613,740 | ) |
Xinyi Glass Holdings Ltd. | | | (397,000 | ) | | | (733,216 | ) |
| | | | | | | (1,346,956 | ) |
India—(0.7%) | | | | | | | | |
Tata Motors Ltd. - SP ADR* | | | (16,087 | ) | | | (466,523 | ) |
Wipro Ltd. - ADR | | | (84,457 | ) | | | (423,130 | ) |
| | | | | | | (889,653 | ) |
Ireland—(0.4%) | | | | | | | | |
Kingspan Group PLC | | | (7,977 | ) | | | (451,650 | ) |
Italy—(0.2%) | | | | | | | | |
Ferrari NV | | | (1,429 | ) | | | (275,859 | ) |
Japan—(6.2%) | | | | | | | | |
Aeon Co., Ltd. | | | (15,800 | ) | | | (308,191 | ) |
Hirose Electric Co., Ltd. | | | (3,800 | ) | | | (538,451 | ) |
Kikkoman Corp. | | | (10,200 | ) | | | (623,715 | ) |
Lasertec Corp. | | | (4,400 | ) | | | (609,169 | ) |
Mitsui Chemicals, Inc. | | | (25,100 | ) | | | (563,885 | ) |
Murata Manufacturing Co., Ltd. | | | (15,700 | ) | | | (845,389 | ) |
Musashi Seimitsu Industry Co., Ltd. | | | (42,700 | ) | | | (517,298 | ) |
Nidec Corp. | | | (3,700 | ) | | | (245,798 | ) |
Nippon Paper Industries Co., Ltd. | | | (82,200 | ) | | | (536,346 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Japan—(continued) | | | | | | | | |
Nomura Real Estate Master Fund, Inc. | | | (461 | ) | | $ | (563,832 | ) |
Rakuten Group, Inc. | | | (139,000 | ) | | | (674,604 | ) |
Sumitomo Osaka Cement Co., Ltd. | | | (12,900 | ) | | | (326,760 | ) |
Sumitomo Pharma Co., Ltd. | | | (79,900 | ) | | | (595,172 | ) |
Taiyo Yuden Co., Ltd. | | | (19,400 | ) | | | (599,572 | ) |
| | | | | | | (7,548,182 | ) |
Luxembourg—(0.3%) | | | | | | | | |
InPost SA* | | | (64,034 | ) | | | (329,443 | ) |
Netherlands—(0.4%) | | | | | | | | |
Universal Music Group NV | | | (26,017 | ) | | | (516,647 | ) |
New Zealand—(0.3%) | | | | | | | | |
Fisher & Paykel Healthcare Corp., Ltd. | | | (29,100 | ) | | | (348,376 | ) |
Spain—(0.4%) | | | | | | | | |
Grifols SA* | | | (42,742 | ) | | | (516,691 | ) |
Sweden—(1.7%) | | | | | | | | |
Epiroc AB* | | | (34,416 | ) | | | (526,593 | ) |
Nibe Industrier AB* | | | (43,903 | ) | | | (411,141 | ) |
Sinch AB* | | | (184,428 | ) | | | (356,566 | ) |
Telia Co., AB | | | (205,804 | ) | | | (724,375 | ) |
| | | | | | | (2,018,675 | ) |
Switzerland—(2.8%) | | | | | | | | |
Bucher Industries AG | | | (1,997 | ) | | | (711,515 | ) |
Credit Suisse Group AG* | | | (99,999 | ) | | | (516,007 | ) |
EMS-Chemie Holding AG | | | (657 | ) | | | (461,370 | ) |
Holcim AG* | | | (11,349 | ) | | | (503,050 | ) |
Kardex Holding AG | | | (4,300 | ) | | | (753,936 | ) |
VAT Group AG* | | | (1,954 | ) | | | (467,214 | ) |
| | | | | | | (3,413,092 | ) |
United Kingdom—(0.4%) | | | | | | | | |
Haleon PLC - ADR* | | | (76,181 | ) | | | (455,562 | ) |
United States—(20.8%) | | | | | | | | |
Affirm Holdings, Inc.* | | | (10,537 | ) | | | (246,882 | ) |
Allegro MicroSystems, Inc.* | | | (29,128 | ) | | | (679,265 | ) |
Ameresco, Inc., Class A* | | | (7,872 | ) | | | (541,987 | ) |
Appfolio, Inc., Class A* | | | (4,360 | ) | | | (442,017 | ) |
AppLovin Corp., Class A* | | | (15,153 | ) | | | (373,218 | ) |
B Riley Financial, Inc. | | | (13,211 | ) | | | (657,511 | ) |
Baker Hughes Co. | | | (19,526 | ) | | | (493,227 | ) |
Ball Corp. | | | (10,369 | ) | | | (578,694 | ) |
Big Lots, Inc. | | | (8,739 | ) | | | (179,761 | ) |
Block, Inc.* | | | (6,347 | ) | | | (437,372 | ) |
Cable One, Inc. | | | (303 | ) | | | (343,905 | ) |
Cincinnati Financial Corp. | | | (3,697 | ) | | | (358,461 | ) |
Credit Acceptance Corp.* | | | (900 | ) | | | (478,872 | ) |
Cullen/Frost Bankers, Inc. | | | (4,935 | ) | | | (641,353 | ) |
DocuSign, Inc.* | | | (5,126 | ) | | | (298,436 | ) |
Enerpac Tool Group Corp. | | | (18,286 | ) | | | (354,748 | ) |
Etsy, Inc.* | | | (3,280 | ) | | | (346,401 | ) |
Exact Sciences Corp.* | | | (6,955 | ) | | | (247,250 | ) |
Federated Hermes, Inc. | | | (20,317 | ) | | | (691,997 | ) |
First Financial Bankshares, Inc. | | | (14,635 | ) | | | (622,134 | ) |
Floor & Decor Holdings, Inc.,Class A* | | | (5,707 | ) | | | (464,322 | ) |
Freshpet, Inc.* | | | (3,267 | ) | | | (142,212 | ) |
General Electric Co. | | | (4,223 | ) | | | (310,137 | ) |
Goosehead Insurance, Inc., Class A* | | | (12,970 | ) | | | (674,440 | ) |
Greif, Inc., Class A | | | (3,480 | ) | | | (233,334 | ) |
The accompanying notes are an integral part of the financial statements.
72 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Hormel Foods Corp. | | | (8,986 | ) | | $ | (451,816 | ) |
Huntsman Corp. | | | (17,038 | ) | | | (477,405 | ) |
Jamf Holding Corp.* | | | (16,293 | ) | | | (390,217 | ) |
Lightwave Logic, Inc.* | | | (34,531 | ) | | | (275,212 | ) |
Lowe’s Cos., Inc. | | | (4,021 | ) | | | (780,637 | ) |
Lucid Group, Inc.* | | | (26,947 | ) | | | (413,367 | ) |
McCormick & Co., Inc. | | | (10,065 | ) | | | (846,165 | ) |
Mercury Systems, Inc.* | | | (4,185 | ) | | | (201,424 | ) |
Neogen Corp.* | | | (18,684 | ) | | | (390,496 | ) |
NOV, Inc. | | | (27,321 | ) | | | (482,762 | ) |
Novanta, Inc.* | | | (3,674 | ) | | | (491,177 | ) |
Overstock.com, Inc.* | | | (15,596 | ) | | | (407,056 | ) |
Packaging Corp. of America | | | (4,026 | ) | | | (551,240 | ) |
Palantir Technologies, Inc., Class A* | | | (52,667 | ) | | | (406,589 | ) |
PureCycle Technologies, Inc.* | | | (35,723 | ) | | | (326,151 | ) |
ROBLOX Corp., Class A* | | | (7,330 | ) | | | (286,676 | ) |
Southern Copper Corp. | | | (15,911 | ) | | | (748,931 | ) |
Summit Materials, Inc., Class A* | | | (23,250 | ) | | | (660,765 | ) |
T Rowe Price Group, Inc. | | | (8,493 | ) | | | (1,019,160 | ) |
Tandem Diabetes Care, Inc.* | | | (7,690 | ) | | | (351,741 | ) |
Teladoc Health, Inc.* | | | (11,796 | ) | | | (366,384 | ) |
Tesla, Inc.* | | | (4,068 | ) | | | (1,121,181 | ) |
Trupanion, Inc.* | | | (8,636 | ) | | | (609,529 | ) |
Warner Music Group Corp., Class A | | | (17,266 | ) | | | (462,211 | ) |
WD-40 Co. | | | (2,745 | ) | | | (519,244 | ) |
Williams-Sonoma, Inc. | | | (2,668 | ) | | | (396,865 | ) |
Wingstop, Inc. | | | (3,578 | ) | | | (407,391 | ) |
Wolfspeed, Inc.* | | | (5,122 | ) | | | (581,193 | ) |
| | | | | | | (25,260,921 | ) |
TOTAL COMMON STOCKS (Proceeds $(58,446,137)) | | | | (51,534,469 | ) |
TOTAL SECURITIES SOLD SHORT—(42.5%) (Proceeds $(58,446,137)) | | | | (51,534,469 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN††—(0.9%) | | | | | | | | | | | | |
Call Options Written—(0.9%) | | | | | | | | | | | | |
Alphabet, Inc. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 100.00 | | | (100 | ) | | | (1,091,500 | ) | | $ | (163,000 | ) |
AutoZone, Inc. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 1,800.00 | | | (3 | ) | | | (635,763 | ) | | | (119,100 | ) |
Cisco Systems, Inc. | | | | | | | | | | | | |
Expiration: 12/16/2022, Exercise Price: 42.50 | | | (267 | ) | | | (1,194,024 | ) | | | (112,140 | ) |
Diamondback Energy, Inc. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 147.70 | | | (85 | ) | | | (1,132,880 | ) | | | (98,600 | ) |
Lennar Corp. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 67.50 | | | (89 | ) | | | (689,305 | ) | | | (126,825 | ) |
Micron Technology, Inc. | | | | | | | | | | | | |
Expiration: 12/16/2022, Exercise Price: 62.50 | | | (91 | ) | | | (514,423 | ) | | | (30,030 | ) |
Oracle Corp. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 65.00 | | | (183 | ) | | | (1,356,945 | ) | | | (222,803 | ) |
Expiration: 01/20/2023, Exercise Price: 70.00 | | | (153 | ) | | | (1,134,495 | ) | | | (133,875 | ) |
Wells Fargo & Co. | | | | | | | | | | | | |
Expiration: 01/20/2023, Exercise Price: 40.00 | | | (67 | ) | | | (292,857 | ) | | | (42,210 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(1,249,887)) | | | | (1,048,583 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(1,249,887)) | | | | (1,048,583 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—46.5% | | | | 56,315,288 | |
NET ASSETS—100.0% | | | | | | | | | | $ | 121,237,590 | |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2022. |
† | 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 2022 | 73
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2022, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Long | | | | | | | | | | | | | | | | | | | | | |
Ireland | | | | | | | | | | | | | | | | | | | | | |
CRH PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | % | | Monthly | | | 48,255 | | | | $ | 1,780,112 | | | | $ | (52,464 | ) | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | | |
Informa PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | 129,655 | | | | | 823,589 | | | | | (72,939 | ) | |
WH Smith PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | 94,298 | | | | | 1,565,956 | | | | | (94,704 | ) | |
| | | | | | | | | | | | | | | | 2,389,545 | | | | | (167,643 | ) | |
Total Long | | | | | | | | | | | | | | | | 4,169,657 | | | | | (220,107 | ) | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Luxembourg | | | | | | | | | | | | | | | | | | | | | | | |
B&M European Value Retail SA | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (128,407 | ) | | | $ | (551,780 | ) | | | $ | 93,298 | | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
KakaoBank Corp. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (22,564 | ) | | | | (460,541 | ) | | | | 98,029 | | |
POSCO Chemical Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | 2.33 | | | Monthly | | | (2,102 | ) | | | | (264,017 | ) | | | | (3,693 | ) | |
Samsung Biologics Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (823 | ) | | | | (513,779 | ) | | | | 56,049 | | |
| | | | | | | | | | | | | | | | (1,238,337 | ) | | | | 150,385 | | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Advantech Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (25,000 | ) | | | | (268,994 | ) | | | | 16,452 | | |
Airtac International Group | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (26,000 | ) | | | | (703,869 | ) | | | | 18,104 | | |
Compal Electronics, Inc. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (597,000 | ) | | | | (446,218 | ) | | | | 1,680 | | |
Formosa Petrochemical Corp. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (81,000 | ) | | | | (223,008 | ) | | | | 4,951 | | |
Formosa Petrochemical Corp. | | Macquarie | | 09/19/2023 | | 2.33 | | | Monthly | | | (96,000 | ) | | | | (264,306 | ) | | | | 5,732 | | |
Pan Jit International, Inc. | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (314,000 | ) | | | | (721,104 | ) | | | | 10,583 | | |
SDI Corporation | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (115,000 | ) | | | | (449,610 | ) | | | | 13,087 | | |
| | | | | | | | | | | | | | | (3,077,109 | ) | | | | 70,589 | | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | |
Anglo American PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (26,114 | ) | | | | (844,266 | ) | | | | 55,435 | | |
Antofagasta PLC | | Goldman Sachs | | 09/18/2025 | | 1.69 | | | Monthly | | | (90,384 | ) | | | | (1,156,036 | ) | | | | 67,365 | | |
Ashmore Group PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (198,274 | ) | | | | (468,039 | ) | | | | 59,724 | | |
Associated British Foods PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (26,807 | ) | | | | (474,909 | ) | | | | 41,866 | | |
Dunelm Group PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (54,359 | ) | | | | (434,779 | ) | | | | 102,290 | | |
Fevertree Drinks PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (41,076 | ) | | | | (436,618 | ) | | | | 50,379 | | |
Rolls-Royce Holdings PLC | | Goldman Sachs | | 09/18/2025 | | 1.69 | | | Monthly | | | (548,223 | ) | | | | (490,389 | ) | | | | 56,990 | | |
Schroders PLC | | Goldman Sachs | | 09/18/2025 | | 1.69 | | | Monthly | | | (23,149 | ) | | | | (722,860 | ) | | | | 81,130 | | |
Spectris PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (23,678 | ) | | | | (767,436 | ) | | | | 71,166 | | |
Whitbread PLC | | Goldman Sachs | | 09/16/2025 | | 1.69 | | | Monthly | | | (8,469 | ) | | | | (246,354 | ) | | | | 16,086 | | |
| | | | | | | | | | | | | | | | | (6,041,686 | ) | | | | 602,431 | | |
United States | | | | | | | | | | | | | | | | | | | | | | | | |
Adient PLC | | Goldman Sachs | | 09/16/2025 | | 2.33 | | | Monthly | | | (18,971 | ) | | | | (629,837 | ) | | | | 104,450 | | |
Total Short | | | | | | | | | | | | | | | | | (11,538,749 | ) | | | | 1,021,153 | | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | $ | 801,046 | | |
The accompanying notes are an integral part of the financial statements.
74 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Australia | | $ | 387,244 | | | $ | — | | | $ | 387,244 | | | $ | — | |
Austria | | | 575,983 | | | | — | | | | 575,983 | | | | — | |
Bermuda | | | 2,113,119 | | | | 2,113,119 | | | | — | | | | — | |
Canada | | | 9,693,872 | | | | 9,693,872 | | | | — | | | | — | |
Finland | | | 1,323,139 | | | | — | | | | 1,323,139 | | | | — | |
France | | | 6,221,951 | | | | — | | | | 6,221,951 | | | | — | |
Germany | | | 2,048,479 | | | | — | | | | 2,048,479 | | | | — | |
India | | | 1,816,421 | | | | 1,816,421 | | | | — | | | | — | |
Ireland | | | 1,114,121 | | | | — | | | | 1,114,121 | | | | — | |
Israel | | | 1,177,991 | | | | 1,177,991 | | | | — | | | | — | |
Japan | | | 6,446,362 | | | | — | | | | 6,446,362 | | | | — | |
Netherlands | | | 2,782,318 | | | | — | | | | 2,782,318 | | | | — | |
Norway | | | 964,380 | | | | — | | | | 964,380 | | | | — | |
South Korea | | | 500,157 | | | | — | | | | 500,157 | | | | — | |
Spain | | | 395,952 | | | | — | | | | 395,952 | | | | — | |
Sweden | | | 1,487,467 | | | | — | | | | 1,487,467 | | | | — | |
Switzerland | | | 5,577,658 | | | | — | | | | 5,577,658 | | | | — | |
United Kingdom | | | 6,361,659 | | | | 3,867,374 | | | | 2,494,285 | | | | — | |
United States | | | 50,523,813 | | | | 50,523,813 | | | | — | | | | — | |
Short-Term Investments | | | 15,993,268 | | | | 11,491,059 | | | | 4,502,209 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 1,024,846 | | | | 1,024,846 | | | | — | | | | — | |
Total Assets | | $ | 118,530,200 | | | $ | 81,708,495 | | | $ | 36,821,705 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Australia | | $ | (843,594 | ) | | $ | — | | | $ | (843,594 | ) | | $ | — | |
Austria | | | (523,743 | ) | | | — | | | | (523,743 | ) | | | — | |
Belgium | | | (1,061,313 | ) | | | — | | | | (1,061,313 | ) | | | — | |
Bermuda | | | (512,951 | ) | | | (512,951 | ) | | | — | | | | — | |
Canada | | | (329,882 | ) | | | (329,882 | ) | | | — | | | | — | |
China | | | (384,644 | ) | | | (384,644 | ) | | | — | | | | — | |
Colombia | | | (532,325 | ) | | | (532,325 | ) | | | — | | | | — | |
Denmark | | | (236,332 | ) | | | — | | | | (236,332 | ) | | | — | |
Finland | | | (1,685,108 | ) | | | — | | | | (1,685,108 | ) | | | — | |
France | | | (1,167,390 | ) | | | — | | | | (1,167,390 | ) | | | — | |
Germany | | | (885,480 | ) | | | — | | | | (885,480 | ) | | | — | |
Hong Kong | | | (1,346,956 | ) | | | — | | | | (1,346,956 | ) | | | — | |
India | | | (889,653 | ) | | | (889,653 | ) | | | — | | | | — | |
Ireland | | | (451,650 | ) | | | — | | | | (451,650 | ) | | | — | |
Italy | | | (275,859 | ) | | | — | | | | (275,859 | ) | | | — | |
Japan | | | (7,548,182 | ) | | | — | | | | (7,548,182 | ) | | | — | |
Luxembourg | | | (329,443 | ) | | | — | | | | (329,443 | ) | | | — | |
Netherlands | | | (516,647 | ) | | | — | | | | (516,647 | ) | | | — | |
New Zealand | | | (348,376 | ) | | | — | | | | (348,376 | ) | | | — | |
Spain | | | (516,691 | ) | | | — | | | | (516,691 | ) | | | — | |
Sweden | | | (2,018,675 | ) | | | — | | | | (2,018,675 | ) | | | — | |
Switzerland | | | (3,413,092 | ) | | | — | | | | (3,413,092 | ) | | | — | |
United Kingdom | | | (455,562 | ) | | | (455,562 | ) | | | — | | | | — | |
United States | | | (25,260,921 | ) | | | (25,260,921 | ) | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | |
Equity Contracts | | | (1,048,583 | ) | | | (579,855 | ) | | | (468,728 | ) | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (223,800 | ) | | | (223,800 | ) | | | — | | | | — | |
Total Liabilities | | $ | (52,806,852 | ) | | $ | (29,169,593 | ) | | $ | (23,637,259 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 75
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments |
| | | NUMBER OF SHARES | | | | VALUE | |
LONG POSITIONS—75.8% | | | | | | | | |
COMMON STOCKS—64.9% | | | | | | | | |
Brazil—10.3% | | | | | | | | |
Banco do Brasil SA | | | 176,500 | | | $ | 1,417,116 | |
Cielo SA | | | 2,260,600 | | | | 2,394,262 | |
Eletromidia SA* | | | 380,078 | | | | 759,805 | |
Localiza Rent a Car SA* | | | 56,611 | | | | 663,892 | |
Sendas Distribuidora SA | | | 293,900 | | | | 1,036,649 | |
| | | | | | | 6,271,724 | |
China—16.7% | | | | | | | | |
Agricultural Bank of China Ltd., Class A | | | 186,000 | | | | 60,778 | |
Bank of Chengdu Co., Ltd., Class A† | | | 423,500 | | | | 961,091 | |
Chacha Food Co., Ltd., Class A† | | | 37,600 | | | | 257,580 | |
Chengdu Wintrue Holding Co., Ltd., Class A† | | | 73,000 | | | | 150,271 | |
China Construction Bank Corp., Class H | | | 94,000 | | | | 58,109 | |
China State Construction Engineering Corp., Ltd., Class A† | | | 1,450,900 | | | | 1,079,635 | |
Fufeng Group Ltd. | | | 952,000 | | | | 534,939 | |
Greentown China Holdings Ltd. | | | 114,000 | | | | 215,094 | |
Hangzhou Tigermed Consulting Co., Ltd., Class H | | | 54,200 | | | | 536,627 | |
Industrial & Commercial Bank of China Ltd., Class H | | | 120,000 | | | | 60,965 | |
Jiangsu Changshu Rural Commercial Bank Co., Ltd., Class A† | | | 661,100 | | | | 746,723 | |
Kweichow Moutai Co., Ltd., Class A† | | | 3,900 | | | | 1,086,268 | |
Pharmaron Beijing Co., Ltd., Class H | | | 16,550 | | | | 109,473 | |
Rianlon Corp., Class A† | | | 112,200 | | | | 845,164 | |
Shandong Hi-Speed Road & Bridge Co., Ltd., Class A† | | | 773,200 | | | | 1,014,226 | |
Tangshan Port Group Co., Ltd., Class A† | | | 1,481,600 | | | | 561,868 | |
Xiamen Xiangyu Co., Ltd., Class A† | | | 183,200 | | | | 241,572 | |
YTO Express Group Co., Ltd., Class A | | | 304,200 | | | | 864,764 | |
YTO Express Group Co., Ltd., Class A† | | | 107,600 | | | | 305,880 | |
Yunnan Botanee Bio-Technology Group Co., Ltd., Class A† | | | 16,300 | | | | 439,730 | |
| | | | | | | 10,130,757 | |
Greece—0.4% | | | | | | | | |
JUMBO SA | | | 15,503 | | | | 221,628 | |
Hong Kong—2.3% | | | | | | | | |
WH Group Ltd. | | | 2,043,000 | | | | 1,391,944 | |
Hungary—0.3% | | | | | | | | |
MOL Hungarian Oil & Gas PLC | | | 12,387 | | | | 85,351 | |
Richter Gedeon Nyrt | | | 4,221 | | | | 85,104 | |
| | | | | | | 170,455 | |
India—1.5% | | | | | | | | |
Bharti Airtel Ltd. | | | 34,002 | | | | 308,005 | |
Bharti Airtel Ltd. | | | 4,611 | | | | 19,865 | |
Power Grid Corp. of India Ltd. | | | 155,908 | | | | 446,376 | |
Reliance Industries Ltd. | | | 4,150 | | | | 135,954 | |
| | | | | | | 910,200 | |
| | | NUMBER OF SHARES | | | | VALUE | |
Indonesia—3.8% | | | | | | | | |
Bank Mandiri Persero Tbk PT | | | 2,243,900 | | | $ | 1,335,312 | |
Indofood CBP Sukses Makmur Tbk PT | | | 1,068,300 | | | | 597,923 | |
Indofood Sukses Makmur Tbk PT | | | 936,800 | | | | 393,002 | |
| | | | | | | 2,326,237 | |
Israel—0.8% | | | | | | | | |
Mizrahi Tefahot Bank Ltd. | | | 12,103 | | | | 492,237 | |
Malaysia—2.4% | | | | | | | | |
Petronas Chemicals Group Bhd | | | 398,700 | | | | 782,038 | |
RHB Bank Bhd | | | 532,300 | | | | 680,163 | |
| | | | | | | 1,462,201 | |
Mexico—2.2% | | | | | | | | |
Alpek SAB de CV | | | 344,600 | | | | 473,629 | |
Arca Continental SAB de CV | | | 64,500 | | | | 436,563 | |
Grupo Bimbo SAB de CV, Class A | | | 98,000 | | | | 330,145 | |
Industrias Bachoco SAB de CV, Class B | | | 24,100 | | | | 95,268 | |
| | | | | | | 1,335,605 | |
Russia—0.0% | | | | | | | | |
Fix Price Group Ltd. - GDR‡ | | | 21,704 | | | | 0 | |
South Africa—1.1% | | | | | | | | |
Life Healthcare Group Holdings Ltd. | | | 80,844 | | | | 94,731 | |
Pick n Pay Stores Ltd. | | | 33,970 | | | | 122,582 | |
Sappi Ltd.* | | | 35,677 | | | | 95,101 | |
Shoprite Holdings Ltd. | | | 25,934 | | | | 351,666 | |
| | | | | | | 664,080 | |
South Korea—9.0% | | | | | | | | |
GS Holdings Corp. | | | 35,315 | | | | 1,212,436 | |
Hite Jinro Co., Ltd. | | | 12,951 | | | | 293,977 | |
JYP Entertainment Corp. | | | 5,655 | | | | 256,020 | |
KB Financial Group, Inc. | | | 3,705 | | | | 136,007 | |
Orion Corp. | | | 9,373 | | | | 686,615 | |
Osstem Implant Co., Ltd. | | | 10,374 | | | | 993,271 | |
SK Hynix, Inc. | | | 10,698 | | | | 752,155 | |
Woori Financial Group, Inc. | | | 121,319 | | | | 1,097,443 | |
| | | | | | | 5,427,924 | |
Taiwan—8.0% | | | | | | | | |
Accton Technology Corp. | | | 142,000 | | | | 1,307,622 | |
Asia Vital Components Co., Ltd. | | | 17,000 | | | | 59,884 | |
Compeq Manufacturing Co., Ltd. | | | 568,000 | | | | 974,012 | |
Hiwin Technologies Corp. | | | 54,617 | | | | 368,643 | |
Lotes Co., Ltd. | | | 26,328 | | | | 624,187 | |
Nanya Technology Corp. | | | 565,000 | | | | 981,287 | |
Pegavision Corp. | | | 28,000 | | | | 387,444 | |
SinoPac Financial Holdings Co., Ltd. | | | 216,420 | | | | 122,691 | |
Wiwynn Corp. | | | 2,000 | | | | 50,067 | |
| | | | | | | 4,875,837 | |
Thailand—5.2% | | | | | | | | |
AP Thailand PCL - NVDR | | | 3,725,400 | | | | 1,020,040 | |
Indorama Ventures PCL | | | 140,000 | | | | 166,061 | |
Kiatnakin Phatra Bank PCL - NVDR | | | 529,500 | | | | 1,051,003 | |
Supalai PCL - NVDR | | | 1,156,500 | | | | 618,116 | |
Thanachart Capital PCL | | | 240,700 | | | | 267,353 | |
| | | | | | | 3,122,573 | |
The accompanying notes are an integral part of the financial statements.
76 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—0.9% | | | | | | |
Micron Technology, Inc.† | | | 9,170 | | | $ | 518,380 | |
TOTAL COMMON STOCKS (Cost $39,561,280) | | | | | | | 39,321,782 | |
PREFERRED STOCKS—1.1% | | | | | | | | |
South Korea—1.1% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.637% | | | 16,283 | | | | 658,683 | |
TOTAL PREFERRED STOCKS (Cost $313,475) | | | | | | | 658,683 | |
EXCHANGE TRADED FUNDS—0.3% | | | | | | | | |
Thailand—0.3% | | | | | | | | |
Jasmine Broadband Internet Infrastructure Fund | | | 620,800 | | | | 151,529 | |
TOTAL EXCHANGE TRADED FUNDS (Cost $214,026) | | | | | | | 151,529 | |
SHORT-TERM INVESTMENTS—9.5% | | | | | | | | |
Tri-State Deposit, 2.45%(a) | | | 4,514,191 | | | | 4,514,191 | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 1,263,351 | | | | 1,263,351 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $5,777,542) | | | | | | | 5,777,542 | |
TOTAL INVESTMENTS—75.8% (Cost $45,866,323) | | | | | | | 45,909,536 | |
SECURITIES SOLD SHORT—(0.1%) | | | | | | | | |
COMMON STOCKS—(0.1%) | | | | | | | | |
United Kingdom—(0.1%) | | | | | | | | |
Antofagasta PLC | | | (4,081 | ) | | | (51,926 | ) |
TOTAL COMMON STOCKS (Proceeds $(72,388)) | | | | | | | (51,926 | ) |
TOTAL SECURITIES SOLD SHORT—(0.1%) (Proceeds $(72,388)) | | | | | | | (51,926 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—24.3% | | | | | | | 14,758,005 | |
NET ASSETS—100.0% | | | | | | $ | 60,615,615 | |
GDR | | Global Depositary Receipt |
NVDR | | Non-voting Depository Receipt |
PLC | | Public Limited Company |
* | | 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, 2022. |
‡ | | 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, 2022, these securities amounted to $0 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 77
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2022, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Long | | | | | | | | | | | | | | | | | | | |
Austria | | | | | | | | | | | | | | | | | | | |
Erste Group Bank AG | | Goldman Sachs | | 09/16/2025 | | | -0.08 | % | | Monthly | | | 4,320 | | | $ | 97,595 | | | | $ | (7,700 | ) |
Raiffeisen Bank International AG | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | 12,559 | | | | 159,532 | | | | | (9,741 | ) |
| | | | | | | | | | | | | | | | | 257,127 | | | | | (17,441 | ) |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
Itau Unibanco Holding SA - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 125,753 | | | | 621,220 | | | | | (39,836 | ) |
Canada | | | | | | | | | | | | | | | | | | | | | | | |
Parex Resources, Inc. | | Goldman Sachs | | 09/16/2025 | | | 3.06 | | | Monthly | | | 6,915 | | | | 110,621 | | | | | 8,868 | |
Chile | | | | | | | | | | | | | | | | | | | | | | | |
Banco Santander Chile - ADR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | 31,664 | | | | 507,891 | | | | | (21,602 | ) |
China | | | | | | | | | | | | | | | | | | | | | | | |
Alibaba Group Holding Ltd. | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 20,900 | | | | 251,108 | | | | | 11,363 | |
Alibaba Group Holding Ltd. - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 7,953 | | | | 758,796 | | | | | 21,846 | |
JD.com, Inc. - ADR | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 2,965 | | | | 188,248 | | | | | 18,225 | |
JD.com, Inc., Class A | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 804 | | | | 25,282 | | | | | 2,601 | |
Jiangsu Phoenix Publishing & Media Corp., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 255,900 | | | | 316,258 | | | | | 68,856 | |
Meihua Holdings Group Co., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 936,700 | | | | 1,422,587 | | | | | (124,989 | ) |
Netdragon Websoft Holdings Ltd. | | Goldman Sachs | | 09/18/2025 | | | 1.90 | | | Monthly | | | 120,000 | | | | 261,445 | | | | | 21,796 | |
NetEase, Inc. - ADR | | Bank of America | | 06/01/2023 | | | 1.57 | | | Monthly | | | 18,376 | | | | 1,626,459 | | | | | (86,653 | ) |
Shanghai International Port Group Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 140,200 | | | | 110,021 | | | | | (2,460 | ) |
Tencent Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 11,200 | | | | 466,910 | | | | | 33,916 | |
Yangtze Optical Fibre and Cable Joint Stock Ltd., Co., Class H | | Goldman Sachs | | 09/16/2025 | | | 1.90 | | | Monthly | | | 809,000 | | | | 1,836,785 | | | | | 324,325 | |
Zhejiang Entive Smart Kitchen Appliance Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 18,500 | | | | 144,239 | | | | | (22,212 | ) |
| | | | | | | | | | | | | | | | | 7,408,138 | | | | | 266,614 | |
France | | | | | | | | | | | | | | | | | | | | | | | |
TotalEnergies SE | | Goldman Sachs | | 09/18/2025 | | | -0.08 | | | Monthly | | | 4,681 | | | | 238,455 | | | | | (3,845 | ) |
India | | | | | | | | | | | | | | | | | | | | | | | |
Reliance Industries Ltd. - GDR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 19,036 | | | | 1,254,472 | | | | | (27,337 | ) |
Indonesia | | | | | | | | | | | | | | | | | | | | | | | |
Telkom Indonesia Persero Tbk PT - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 4,595 | | | | 138,172 | | | | | (3,510 | ) |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Grupo Aeroportuario del Centro Norte SAB de CV - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 11,647 | | | | 608,789 | | | | | (30,521 | ) |
Grupo Aeroportuario del Pacifico SAB de CV - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 9,716 | | | | 1,385,210 | | | | | (93,447 | ) |
Grupo Comercial Chedraui SA de CV | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | 153,100 | | | | 434,454 | | | | | (26,958 | ) |
| | | | | | | | | | | | | | | | | 2,428,453 | | | | | (150,926 | ) |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins SGPS SA | | Goldman Sachs | | 09/18/2025 | | | -0.05 | | | Monthly | | | 36,097 | | | | 801,696 | | | | | (10,984 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | 316,240 | | | | – | | | | | (469,914 | ) |
Headhunter Group PLC - ADR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | 7,725 | | | | – | | | | | (116,192 | ) |
Magnit PJSC - SP GDR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 37,249 | | | | – | | | | | (462 | ) |
Sberbank of Russia PJSC - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 23,338 | | | | – | | | | | (1,059 | ) |
| | | | | | | | | | | | | | | | | – | | | | | (587,627 | ) |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Al Rajhi Bank | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 14,771 | | | | 354,441 | | | | | 7,778 | |
The accompanying notes are an integral part of the financial statements.
78 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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) | |
Singapore | | | | | | | | | | | | | | | | | | | |
DBS Group Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.16 | | | Monthly | | | 13,751 | | | $ | 320,786 | | | | $ | 2,529 | |
Golden Agri-Resources Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.00 | | | Monthly | | | 1,372,700 | | | | 275,041 | | | | | (227 | ) |
| | | | | | | | | | | | | | | | | 595,827 | | | | | 2,302 | |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Airtel Africa PLC | | Goldman Sachs | | 09/16/2025 | | | 0.85 | | | Monthly | | | 263,214 | | | | 404,540 | | | | | (41,870 | ) |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Hana Financial Group, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 14,700 | | | | 431,367 | | | | | (9,100 | ) |
JB Financial Group Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 72,422 | | | | 410,963 | | | | | (8,935 | ) |
KT Corp. - SP ADR | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | 133,524 | | | | 1,831,948 | | | | | (59,818 | ) |
SK Hynix, Inc. | | Goldman Sachs | | 09/16/2025 | | | 1.89 | | | Monthly | | | 5,176 | | | | 368,401 | | | | | (14,637 | ) |
| | | | | | | | | | | | | | | | | 3,042,679 | | | | | (92,490 | ) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Nanya Technology Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 882,000 | | | | 1,547,393 | | | | | (36,165 | ) |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | 5,251 | | | | 87,121 | | | | | (4,867 | ) |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | 1,431 | | | | 119,274 | | | | | (9,260 | ) |
| | | | | | | | | | | | | | | | | 1,753,788 | | | | | (50,292 | ) |
United States | | | | | | | | | | | | | | | | | | | | | | | |
SMART Global Holdings, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | 5,153 | | | | 94,558 | | | | | (10,923 | ) |
Total Long | | | | | | | | | | | | | | | | | 20,012,078 | | | | | (773,121 | ) |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
B3 SA - Brasil Bolsa Balcao | | Bank of America | | 06/01/2023 | | | 1.57 | | | Monthly | | | (41,500 | ) | | | (95,326 | ) | | | | 10,645 | |
Hapvida Participacoes e Investimentos SA | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (45,932 | ) | | | (64,540 | ) | | | | 5,431 | |
Natura & Co. Holding SA | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (87,100 | ) | | | (242,930 | ) | | | | 5,393 | |
OI SA | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,750,300 | ) | | | (181,678 | ) | | | | 8,274 | |
Pagseguro Digital Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (6,679 | ) | | | (103,792 | ) | | | | (4,195 | ) |
| | | | | | | | | | | | | | | | | (688,266 | ) | | | | 25,548 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
AAC Technologies Holdings, Inc. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (277,000 | ) | | | (515,976 | ) | | | | 10,013 | |
Bilibili, Inc. - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (14,946 | ) | | | (373,052 | ) | | | | (5,270 | ) |
China East Airlines Corp., Ltd., Class H | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (466,000 | ) | | | (160,900 | ) | | | | 5,816 | |
China National Building Material Co., Ltd., Class H | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (84,000 | ) | | | (79,626 | ) | | | | 4,829 | |
China Southern Airlines Co., Ltd.,Class H | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (650,000 | ) | | | (351,969 | ) | | | | 114 | |
CSPC Pharmaceutical Group Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (206,000 | ) | | | (209,709 | ) | | | | 12,108 | |
Dali Foods Group Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (601,500 | ) | | | (275,127 | ) | | | | 89 | |
Flat Glass Group Co., Ltd., Class H | | Bank of America | | 06/01/2023 | | | 0.13 | | | Monthly | | | (83,000 | ) | | | (274,421 | ) | | | | (4,822 | ) |
GDS Holdings Ltd. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (10,523 | ) | | | (286,647 | ) | | | | 13,175 | |
Haidilao International Holding Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (198,000 | ) | | | (469,224 | ) | | | | (49,796 | ) |
Hangzhou Silan Microelectronics Co., Ltd., Class A | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | (77,200 | ) | | | (444,122 | ) | | | | 51,679 | |
Hua Hong Semiconductor Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (80,000 | ) | | | (236,472 | ) | | | | 13,291 | |
IQIYI, Inc. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (31,476 | ) | | | (115,202 | ) | | | | 12,057 | |
Kanzhun Ltd. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (9,815 | ) | | | (230,554 | ) | | | | (18,379 | ) |
Luxshare Precision Industry Co., Ltd., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (33,000 | ) | | | (179,601 | ) | | | | (1,967 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 79
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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) | |
China—(continued) | | | | | | | | | | | | | | | | | | | |
NIO, Inc. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (21,623 | ) | | $ | (430,514 | ) | | | $ | 21,989 | |
Shenzhen Goodix Technology Co., Ltd, Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (27,700 | ) | | | (228,746 | ) | | | | 18,889 | |
Shenzhen Goodix Technology Co., Ltd, Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (4,111 | ) | | | (33,948 | ) | | | | 2,874 | |
Shenzhou International Group Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (23,100 | ) | | | (242,369 | ) | | | | 1,403 | |
Skshu Paint Co., Ltd., Class A | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | (32,700 | ) | | | (442,075 | ) | | | | 9,886 | |
Sunny Optical Technology Group Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (48,200 | ) | | | (662,630 | ) | | | | 77,617 | |
Vipshop Holdings Ltd. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (45,535 | ) | | | (528,661 | ) | | | | (74,766 | ) |
Wanhua Chemical Group Co., Ltd., Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (22,900 | ) | | | (294,208 | ) | | | | (3,363 | ) |
Weibo Corp. - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (14,338 | ) | | | (296,653 | ) | | | | (20,280 | ) |
Will Semiconductor Co., Ltd., Shanghai, Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (32,535 | ) | | | (442,392 | ) | | | | 70,828 | |
Wingtech Technology Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (33,400 | ) | | | (312,976 | ) | | | | 29,268 | |
Xiabuxiabu Catering Management China Holdings Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (164,000 | ) | | | (77,521 | ) | | | | (9,590 | ) |
Xiaomi Corp., Class B | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (402,400 | ) | | | (592,677 | ) | | | | 6,345 | |
Xinyi Solar Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (100,000 | ) | | | (138,112 | ) | | | | 14,549 | |
Yihai International Holding Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (120,000 | ) | | | (303,031 | ) | | | | 25,761 | |
Zoomlion Heavy Industry Science and Technology Co., Ltd., Class H | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (706,200 | ) | | | (319,417 | ) | | | | 8,204 | |
| | | | | | | | | | | | | | | | | (9,548,532 | ) | | | | 222,551 | |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
China Resources Beer Holdings Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (24,000 | ) | | | (167,722 | ) | | | | (2,866 | ) |
China Taiping Insurance Holdings Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (136,400 | ) | | | (139,724 | ) | | | | (134 | ) |
Nine Dragons Paper Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (340,000 | ) | | | (267,280 | ) | | | | 31,719 | |
Techtronic Industries Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (41,500 | ) | | | (492,795 | ) | | | | 13,299 | |
Xinyi Glass Holdings Ltd. | | Goldman Sachs | | 09/16/2025 | | | 0.96 | | | Monthly | | | (223,000 | ) | | | (413,684 | ) | | | | 24,007 | |
| | | | | | | | | | | | | | | | | (1,481,205 | ) | | | | 66,025 | |
Hungary | | | | | | | | | | | | | | | | | | | | | | | |
OTP Bank Nyrt PLC | | Goldman Sachs | | 09/16/2025 | | | 10.29 | | | Monthly | | | (8,175 | ) | | | (174,197 | ) | | | | 15,461 | |
India | | | | | | | | | | | | | | | | | | | | | | | |
Dr Reddy’s Laboratories Ltd. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (8,965 | ) | | | (468,780 | ) | | | | 14,645 | |
Infosys Ltd. - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (28,407 | ) | | | (519,848 | ) | | | | 53,016 | |
Renew Energy Global PLC, Class A | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (38,736 | ) | | | (262,630 | ) | | | | 14,391 | |
Tata Motors Ltd. - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (11,021 | ) | | | (319,609 | ) | | | | 21,804 | |
Wipro Ltd. - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (100,632 | ) | | | (504,166 | ) | | | | 47,743 | |
| | | | | | | | | | | | | | | | | (2,075,033 | ) | | | | 151,599 | |
Indonesia | | | | | | | | | | | | | | | | | | | | | | | |
Unilever Indonesia Tbk PT | | Macquerie | | 09/19/2023 | | | 0.31 | | | Monthly | | | (1,407,300 | ) | | | (435,203 | ) | | | | 19,268 | |
Israel | | | | | | | | | | | | | | | | | | | | | | | |
Camtek Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (6,685 | ) | | | (180,495 | ) | | | | 22,850 | |
Nova Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,536 | ) | | | (152,556 | ) | | | | 14,435 | |
Playtika Holding Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (16,792 | ) | | | (176,820 | ) | | | | 27,704 | |
Wix.com Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (4,137 | ) | | | (261,831 | ) | | | | 48,615 | |
| | | | | | | | | | | | | | | | | (771,702 | ) | | | | 113,604 | |
The accompanying notes are an integral part of the financial statements.
80 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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) | |
Malaysia | | | | | | | | | | | | | | | | | | | | | | | |
Hartalega Holdings Bhd | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | (169,600 | ) | | $ | (62,906 | ) | | | $ | 4,267 | |
Top Glove Corp. Bhd | | Morgan Stanley | | 09/22/2022 | | | 2.33 | | | Monthly | | | (1,029,500 | ) | | | (185,174 | ) | | | | 7,147 | |
| | | | | | | | | | | | | | | | | (248,080 | ) | | | | 11,414 | |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Cemex SAB de CV - SP ADR | | Bank of America | | 06/01/2023 | | | 1.57 | | | Monthly | | | (33,588 | ) | | | (125,619 | ) | | | | 27,277 | |
Kimberly-Clark de Mexico SAB de CV, Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (105,900 | ) | | | (143,765 | ) | | | | 8,152 | |
| | | | | | | | | | | | | | | | | (269,384 | ) | | | | 35,429 | |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Mail.Ru Group - GDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (77,484 | ) | | | – | | | | | 66,193 | |
Ozon Holdings PLC - ADR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (27,082 | ) | | | – | | | | | 314,405 | |
| | | | | | | | | | | | | | | | | – | | | | | 380,598 | |
Singapore | | | | | | | | | | | | | | | | | | | | | | | |
Grab Holdings Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (56,340 | ) | | | (160,569 | ) | | | | 45,774 | |
Starhub Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.00 | | | Monthly | | | (223,000 | ) | | | (196,279 | ) | | | | 1,716 | |
| | | | | | | | | | | | | | | | | (356,848 | ) | | | | 47,490 | |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
AVI Ltd. | | Goldman Sachs | | 09/16/2025 | | | 5.32 | | | Monthly | | | (60,411 | ) | | | (259,578 | ) | | | | (9,296 | ) |
Tiger Brands Ltd. | | Goldman Sachs | | 09/16/2025 | | | 5.32 | | | Monthly | | | (52,146 | ) | | | (507,555 | ) | | | | (2,831 | ) |
| | | | | | | | | | | | | | | | | (767,133 | ) | | | | (12,127 | ) |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Amorepacific Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (4,076 | ) | | | (374,826 | ) | | | | 24,287 | |
Celltrion Healthcare Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (2,579 | ) | | | (139,020 | ) | | | | 15,140 | |
Chunbo Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (1,768 | ) | | | (300,185 | ) | | | | 48,414 | |
Hanon Systems | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (14,616 | ) | | | (112,553 | ) | | | | 7,593 | |
Hansol Chemical Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (1,587 | ) | | | (259,250 | ) | | | | 24,717 | |
Hanwha Chemical Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (3,613 | ) | | | (142,084 | ) | | | | (9,832 | ) |
Hybe Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (643 | ) | | | (87,252 | ) | | | | 4,658 | |
KIWOOM Securities Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (6,219 | ) | | | (398,001 | ) | | | | 29,251 | |
Kolmar BNH Co., Ltd. | | Citigroup | | 09/19/2023 | | | 2.32 | | | Monthly | | | (4,187 | ) | | | (81,233 | ) | | | | 5,205 | |
Kumho Petrochemical Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (2,485 | ) | | | (241,524 | ) | | | | 13,959 | |
LG Chem Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (142 | ) | | | (67,096 | ) | | | | 4,815 | |
Lg Display Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (27,759 | ) | | | (323,756 | ) | | | | 28,610 | |
LG Household & Health Care Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (418 | ) | | | (222,508 | ) | | | | 11,557 | |
Lotte Chemical Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (1,978 | ) | | | (258,794 | ) | | | | 23,291 | |
NAVER Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (696 | ) | | | (124,885 | ) | | | | 13,280 | |
NCSoft Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,116 | ) | | | (315,806 | ) | | | | 6,900 | |
Netmarble Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (4,927 | ) | | | (233,909 | ) | | | | 24,246 | |
POSCO Chemical Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (2,862 | ) | | | (359,475 | ) | | | | (4,830 | ) |
Samsung Electro-Mechanics Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (4,138 | ) | | | (433,120 | ) | | | | 3,719 | |
Sillajen, Inc. | | Goldman Sachs | | 09/18/2025 | | | 2.33 | | | Monthly | | | (10,490 | ) | | | (25,805 | ) | | | | 70,633 | |
SK Biopharmaceuticals Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (2,152 | ) | | | (115,198 | ) | | | | 14,678 | |
SK IE Technology Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,886 | ) | | | (117,315 | ) | | | | 16,245 | |
| | | | | | | | | | | | | | | | | (4,733,595 | ) | | | | 376,536 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (689,000 | ) | | | (498,004 | ) | | | | 11,225 | |
Advanced Wireless Semiconductor Co. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (135,000 | ) | | | (363,696 | ) | | | | (22,259 | ) |
Airtac International Group | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (9,000 | ) | | | (243,647 | ) | | | | 6,305 | |
ASMedia Technology, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (16,000 | ) | | | (491,499 | ) | | | | 29,313 | |
Asustek Computer, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (62,000 | ) | | | (519,425 | ) | | | | (1,459 | ) |
AU Optronics Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (841,000 | ) | | | (462,809 | ) | | | | (18,629 | ) |
Compal Electronics, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (443,000 | ) | | | (331,113 | ) | | | | 1,227 | |
Dyaco International, Inc. | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | (70,000 | ) | | | (100,041 | ) | | | | (7,094 | ) |
Elan Microelectronics Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (97,000 | ) | | | (309,444 | ) | | | | 24,630 | |
Faraday Technology Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (49,000 | ) | | | (301,173 | ) | | | | – | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 81
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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—(continued) | | | | | | | | | | | | | | | | | | | |
FocalTech Systems Co., Ltd. | | HSBC | | 09/20/2022 | | | 2.29 | | | Monthly | | | (133,000 | ) | | $ | (336,460 | ) | | | $ | (229 | ) |
Genius Electronic Optical Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (21,000 | ) | | | (309,782 | ) | | | | (24,446 | ) |
Giant Manufacturing Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (21,000 | ) | | | (165,240 | ) | | | | 18,517 | |
HannStar Display Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (846,000 | ) | | | (332,146 | ) | | | | (28,540 | ) |
Innolux Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (1,028,000 | ) | | | (408,667 | ) | | | | (9,663 | ) |
Inventec Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (449,000 | ) | | | (341,498 | ) | | | | 18,940 | |
Kinsus Interconnect Technology Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (138,000 | ) | | | (557,667 | ) | | | | 56,353 | |
Largan Precision Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (9,000 | ) | | | (578,070 | ) | | | | 53,539 | |
Mediatek, Inc. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (22,000 | ) | | | (482,103 | ) | | | | 35,921 | |
Merry Electronics Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (91,139 | ) | | | (252,719 | ) | | | | 9,526 | |
Micro-Star International Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (92,000 | ) | | | (347,598 | ) | | | | 42,751 | |
Nan Ya Printed Circuit Board Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (70,000 | ) | | | (622,094 | ) | | | | 21,222 | |
Nantex Industry Co., Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (259,000 | ) | | | (364,195 | ) | | | | (291 | ) |
Novatek Microelectronics Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (35,000 | ) | | | (302,998 | ) | | | | 2,276 | |
Nuvoton Technology Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (26,000 | ) | | | (107,203 | ) | | | | (1,572 | ) |
Nuvoton Technology Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (76,000 | ) | | | (313,363 | ) | | | | (8,985 | ) |
Pan Jit International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (272,000 | ) | | | (624,650 | ) | | | | 9,275 | |
Parade Technologies Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (13,000 | ) | | | (368,591 | ) | | | | 47,590 | |
Powerchip Semiconductor Manufacturing Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (352,000 | ) | | | (398,403 | ) | | | | 11,449 | |
Realtek Semiconductor Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (48,000 | ) | | | (545,643 | ) | | | | 31,803 | |
Rexon Industrial Corp., Ltd. | | Bank of America | | 06/01/2023 | | | 1.57 | | | Monthly | | | (110,000 | ) | | | (124,320 | ) | | | | (5,275 | ) |
SDI Corporation | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (82,000 | ) | | | (320,591 | ) | | | | 15,341 | |
Silergy Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (20,000 | ) | | | (350,226 | ) | | | | 74,060 | |
TSRC Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (314,000 | ) | | | (290,918 | ) | | | | 4,760 | |
Unimicron Technology Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (111,000 | ) | | | (552,493 | ) | | | | 47,809 | |
UPI Semiconductor Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (35,000 | ) | | | (346,694 | ) | | | | 17,524 | |
USI Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (216,000 | ) | | | (168,542 | ) | | | | 896 | |
Win Semiconductors Corp. | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (45,000 | ) | | | (263,901 | ) | | | | (3,213 | ) |
Yageo Corp. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (23,000 | ) | | | (248,230 | ) | | | | 6,429 | |
| | | | | | | | | | | | | | | | | (14,045,856 | ) | | | | 467,026 | |
Thailand | | | | | | | | | | | | | | | | | | | | | | | |
COM7 PCL - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (396,000 | ) | | | (374,686 | ) | | | | 2,563 | |
KCE Electronics PCL - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (160,800 | ) | | | (239,243 | ) | | | | 20,444 | |
Kerry Express Thailand - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (294,300 | ) | | | (175,147 | ) | | | | 1,061 | |
Muangthai Capital PCL - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (368,800 | ) | | | (429,866 | ) | | | | 41,191 | |
Siam Cement PCL, (The) - NVDR | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (29,100 | ) | | | (285,713 | ) | | | | 14,183 | |
Sri Trang Agro-Industry PCL - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (615,300 | ) | | | (381,372 | ) | | | | 3,841 | |
TOA Paint Thailand PCL - NVDR | | Morgan Stanley | | 09/20/2022 | | | 2.33 | | | Monthly | | | (189,700 | ) | | | (159,980 | ) | | | | (1,059 | ) |
| | | | | | | | | | | | | | | | | (2,046,007 | ) | | | | 82,224 | |
United Arab Emirates | | | | | | | | | | | | | | | | | | | | | | | |
Dubai Financial Market PJSC | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (36,018 | ) | | | (17,553 | ) | | | | (307 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Antofagasta PLC | | Goldman Sachs | | 09/18/2025 | | | 1.69 | | | Monthly | | | (13,069 | ) | | | (167,156 | ) | | | | 4,953 | |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Adient PLC | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (4,836 | ) | | | (160,555 | ) | | | | 26,349 | |
Alpha & Omega Semiconductor Ltd. | | Goldman Sachs | | 09/16/2025 | | | 2.33 | | | Monthly | | | (12,194 | ) | | | (471,420 | ) | | | | 52,736 | |
| | | | | | | | | | | | | | | | | (631,975 | ) | | | | 79,085 | |
Total Short | | | | | | | | | | | | | | | | | (38,457,725 | ) | | | | 2,086,377 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | $ | 1,313,256 | |
The accompanying notes are an integral part of the financial statements.
82 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
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, 2022 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Brazil | | $ | 6,271,724 | | | $ | 6,271,724 | | | $ | — | | | $ | — | |
China | | | 10,130,757 | | | | — | | | | 10,130,757 | | | | — | |
Greece | | | 221,628 | | | | — | | | | 221,628 | | | | — | |
Hong Kong | | | 1,391,944 | | | | — | | | | 1,391,944 | | | | — | |
Hungary | | | 170,455 | | | | — | | | | 170,455 | | | | — | |
India | | | 910,200 | | | | — | | | | 910,200 | | | | — | |
Indonesia | | | 2,326,237 | | | | — | | | | 2,326,237 | | | | — | |
Israel | | | 492,237 | | | | — | | | | 492,237 | | | | — | |
Malaysia | | | 1,462,201 | | | | — | | | | 1,462,201 | | | | — | |
Mexico | | | 1,335,605 | | | | 1,335,605 | | | | — | | | | — | |
Russia | | | — | | | | — | | | | — | | | | — | * |
South Africa | | | 664,080 | | | | 122,582 | | | | 541,498 | | | | — | |
South Korea | | | 5,427,924 | | | | — | | | | 5,427,924 | | | | — | |
Taiwan | | | 4,875,837 | | | | — | | | | 4,875,837 | | | | — | |
Thailand | | | 3,122,573 | | | | 433,414 | | | | 2,689,159 | | | | — | |
United States | | | 518,380 | | | | 518,380 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
South Korea | | | 658,683 | | | | — | | | | 658,683 | | | | — | |
Exchange Traded Funds | | | | | | | | | | | | | | | | |
Thailand | | | 151,529 | | | | 151,529 | | | | — | | | | — | |
Short-Term Investments | | | 5,777,542 | | | | 1,263,351 | | | | 4,514,191 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 2,963,718 | | | | 2,512,487 | | | | — | | | | 451,231 | |
Total Assets | | $ | 48,873,254 | | | $ | 12,609,072 | | | $ | 35,812,951 | | | $ | 451,231 | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
United Kingdom | | | (51,926 | ) | | | — | | | | (51,926 | ) | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (1,650,462 | ) | | | (1,062,835 | ) | | | — | | | | (587,627 | ) |
Total Liabilities | | $ | (1,702,388 | ) | | $ | (1,062,835 | ) | | $ | (51,926 | ) | | $ | (587,627 | ) |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 83
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
STATEMENTS OF ASSETS AND LIABILITIES | |
| | Boston Partners All-Cap Value Fund | | | Boston Partners Small Cap Value Fund II | | | WPG Partners Select Small Cap Value Fund | | | WPG Partners Small/Micro Cap Value Fund | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 1,410,428,002 | | | $ | 756,938,066 | | | $ | 16,346,430 | | | $ | 31,090,309 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 111,121,981 | | | | 150,679,396 | | | | — | | | | 5,344,277 | |
Short-term investments, at value ** | | | 27,830,979 | | | | 20,753,960 | | | | 1,654,756 | | | | 1,213,921 | |
Cash | | | — | | | | — | | | | — | | | | — | |
Foreign currency, at value # | | | — | | | | — | | | | — | | | | 5,095 | |
Offering costs | | | — | | | | — | | | | 5,316 | | | | — | |
Receivables | | | — | | | | — | | | | — | | | | — | |
Investments sold | | | — | | | | 20,010 | | | | — | | | | 16,387 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | — | | | | — | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | — | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | — | | | | — | | | | — | |
Capital shares sold | | | 1,270,604 | | | | 283,690 | | | | 81,400 | | | | 23,116 | |
Dividends and interest | | | 2,930,895 | | | | 704,763 | | | | 11,983 | | | | 48,179 | |
Due from advisor | | | — | | | | — | | | | 4,146 | | | | — | |
Due from custodian | | | — | | | | — | | | | — | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | — | | | | — | |
Prepaid expenses and other assets | | | 78,929 | | | | 49,810 | | | | 4,868 | | | | 10,198 | |
Total assets | | | 1,553,661,390 | | | | 929,429,695 | | | | 18,108,899 | | | | 37,751,482 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | — | | | | — | |
Options written, at value +◊ | | | 2,794,560 | | | | — | | | | — | | | | — | |
Foreign currency overdraft | | | — | | | | — | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral (note 8) | | | 111,121,981 | | | | 150,679,396 | | | | — | | | | 5,344,277 | |
Investments purchased | | | — | | | | 2,385,502 | | | | 218,375 | | | | 81,623 | |
Capital shares redeemed | | | 7,275,762 | | | | 4,221,602 | | | | — | | | | — | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | 933,529 | | | | 603,534 | | | | — | | | | 17,736 | |
Custodian fees | | | 21,638 | | | | 450 | | | | 2,282 | | | | 536 | |
Distribution and service fees | | | 42,913 | | | | 84,803 | | | | — | | | | — | |
Dividends on securities sold short | | | — | | | | — | | | | — | | | | — | |
Administration and accounting fees | | | 161,109 | | | | 67,459 | | | | 10,367 | | | | 6,272 | |
Transfer agent fees | | | 166,459 | | | | 64,092 | | | | 1,909 | | | | 1,508 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | — | | | | — | |
Other accrued expenses and liabilities | | | 77,515 | | | | 49,514 | | | | 30,917 | | | | 35,340 | |
Total liabilities | | | 122,595,466 | | | | 158,156,352 | | | | 263,850 | | | | 5,487,292 | |
Net Assets | | $ | 1,431,065,924 | | | $ | 771,273,343 | | | $ | 17,845,049 | | | $ | 32,264,190 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 46,539 | | | $ | 28,201 | | | $ | 1,899 | | | $ | 1,619 | |
Paid-in Capital | | | 819,617,780 | | | | 571,714,663 | | | | 18,992,380 | | | | 25,152,483 | |
Total Distributable earnings/(loss) | | | 611,401,605 | | | | 199,530,479 | | | | (1,149,230 | ) | | | 7,110,088 | |
Net Assets | | $ | 1,431,065,924 | | | $ | 771,273,343 | | | $ | 17,845,049 | | | $ | 32,264,190 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 1,200,628,703 | | | $ | 688,375,049 | | | $ | 17,845,049 | | | $ | 32,264,190 | |
Shares outstanding | | | 39,003,699 | | | | 25,026,818 | | | | 1,899,058 | | | | 1,619,441 | |
Net asset value, offering and redemption price per share | | $ | 30.78 | | | $ | 27.51 | | | $ | 9.40 | | | $ | 19.92 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 230,437,221 | | | $ | 82,898,294 | | | $ | — | | | $ | — | |
Shares outstanding | | | 7,535,516 | | | | 3,174,337 | | | | — | | | | — | |
Net asset value, offering and redemption price per share | | $ | 30.58 | | | $ | 26.12 | | | $ | — | | | $ | — | |
| † | Investments in securities, at cost | | $ | 908,001,063 | | | $ | 585,579,511 | | | $ | 17,197,662 | | | $ | 28,343,595 | |
| ^ | Includes market value of securities on loan | | $ | 107,953,391 | | | $ | 145,477,036 | | | $ | — | | | $ | 5,172,762 | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 111,121,981 | | | $ | 150,679,396 | | | $ | — | | | $ | 5,344,277 | |
| ** | Short-term investments, at cost | | $ | 27,830,979 | | | $ | 20,753,960 | | | $ | 1,654,756 | | | $ | 1,213,921 | |
| | Purchased options, at cost | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| # | Foreign currency, at cost | | $ | — | | | $ | — | | | $ | — | | | $ | 5,149 | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| + | Premiums received, options written | | $ | 3,462,154 | | | $ | — | | | $ | — | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
84 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
STATEMENTS OF ASSETS AND LIABILITIES (continued) | |
| | Boston Partners Global Sustainability Fund | | | Boston Partners Global Equity Fund | | | Boston Partners Emerging Markets Fund | | | Boston Partners Long/Short Equity Fund | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 21,168,868 | | | $ | 165,085,691 | | | $ | 19,114,339 | | | $ | 58,780,149 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | — | | | | 14,200,918 | | | | — | | | | 8,554,091 | |
Short-term investments, at value ** | | | 1,505,350 | | | | 5,064,086 | | | | 1,838,939 | | | | 6,082,852 | |
Cash | | | — | | | | — | | | | — | | | | 4,253 | |
Foreign currency, at value # | | | — | | | | — | | | | 487 | | | | — | |
Offering costs | | | 5,316 | | | | — | | | | — | | | | — | |
Receivables | | | — | | | | — | | | | — | | | | — | |
Investments sold | | | — | | | | 539,624 | | | | 301,038 | | | | 347,020 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | — | | | | 2,986,037 | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | 296,642 | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | — | | | | — | | | | 7,391,795 | |
Capital shares sold | | | — | | | | 25,000 | | | | — | | | | 174,164 | |
Dividends and interest | | | 68,002 | | | | 920,557 | | | | 67,666 | | | | 128,203 | |
Due from advisor | | | 3,553 | | | | — | | | | 964 | | | | — | |
Due from custodian | | | — | | | | — | | | | 141,863 | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | 36,867 | | | | 421,503 | |
Prepaid expenses and other assets | | | 3,475 | | | | 13,485 | | | | 9,781 | | | | 16,945 | |
Total assets | | | 22,754,564 | | | | 185,849,361 | | | | 21,808,586 | | | | 84,887,012 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | — | | | | 9,339,997 | |
Options written, at value +◊ | | | — | | | | — | | | | — | | | | 82,858 | |
Foreign currency overdraft | | | — | | | | — | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral (note 8) | | | — | | | | 14,200,918 | | | | — | | | | 8,554,091 | |
Investments purchased | | | 56,914 | | | | — | | | | — | | | | 266,496 | |
Capital shares redeemed | | | — | | | | — | | | | — | | | | 2,418 | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | — | | | | 148,077 | | | | — | | | | 93,285 | |
Custodian fees | | | 3,397 | | | | 9,542 | | | | — | | | | 3,314 | |
Distribution and service fees | | | — | | | | — | | | | — | | | | 4,025 | |
Dividends on securities sold short | | | — | | | | — | | | | — | | | | 1,683 | |
Administration and accounting fees | | | 12,982 | | | | 18,627 | | | | 9,683 | | | | 10,886 | |
Transfer agent fees | | | 3,402 | | | | 11,405 | | | | 6,110 | | | | 3,764 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | 235,504 | | | | 2,124 | |
Other accrued expenses and liabilities | | | 38,020 | | | | 53,828 | | | | 53,274 | | | | 69,071 | |
Total liabilities | | | 114,715 | | | | 14,442,397 | | | | 304,571 | | | | 18,434,012 | |
Net Assets | | $ | 22,639,849 | | | $ | 171,406,964 | | | $ | 21,504,015 | | | $ | 66,453,000 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 2,627 | | | $ | 9,173 | | | $ | 2,499 | | | $ | 4,651 | |
Paid-in Capital | | | 26,216,540 | | | | 176,043,945 | | | | 25,788,583 | | | | 33,465,151 | |
Total Distributable earnings/(loss) | | | (3,579,318 | ) | | | (4,646,154 | ) | | | (4,287,067 | ) | | | 32,983,198 | |
Net Assets | | $ | 22,639,849 | | | $ | 171,406,964 | | | $ | 21,504,015 | | | $ | 66,453,000 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 22,639,849 | | | $ | 171,406,964 | | | $ | 21,504,015 | | | $ | 54,733,035 | |
Shares outstanding | | | 2,626,775 | | | | 9,173,108 | | | | 2,498,676 | | | | 3,716,136 | |
Net asset value, offering and redemption price per share | | $ | 8.62 | | | $ | 18.69 | | | $ | 8.61 | | | $ | 14.73 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | — | | | $ | — | | | $ | — | | | $ | 11,719,965 | |
Shares outstanding | | | — | | | | — | | | | — | | | | 934,563 | |
Net asset value, offering and redemption price per share | | $ | — | | | $ | — | | | $ | — | | | $ | 12.54 | |
| † | Investments in securities, at cost | | $ | 23,707,669 | | | $ | 147,969,161 | | | $ | 20,256,120 | | | $ | 42,936,118 | |
| ^ | Includes market value of securities on loan | | $ | — | | | $ | 13,862,258 | | | $ | — | | | $ | 8,280,895 | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | — | | | $ | 14,200,918 | | | $ | — | | | $ | 8,554,091 | |
| ** | Short-term investments, at cost | | $ | 1,505,350 | | | $ | 5,064,086 | | | $ | 1,838,939 | | | $ | 6,082,852 | |
| | Purchased options, at cost | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| # | Foreign currency, at cost | | $ | — | | | $ | — | | | $ | 625 | | | $ | 3,205,027 | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | — | | | $ | 20,447,465 | |
| + | Premiums received, options written | | $ | — | | | $ | — | | | $ | — | | | $ | 202,054 | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 85
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2022 |
STATEMENTS OF ASSETS AND LIABILITIES (concluded) | |
| | Boston Partners Long/Short Research Fund | | | Boston Partners Global Long/Short Fund | | | Boston Partners Emerging Markets Dynamic Equity Fund | |
ASSETS | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 751,793,276 | | | $ | 101,512,086 | | | $ | 40,131,994 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | — | | | | — | | | | — | |
Short-term investments, at value ** | | | 44,842,631 | | | | 15,993,268 | | | | 5,777,542 | |
Cash | | | — | | | | — | | | | — | |
Foreign currency, at value # | | | — | | | | — | | | | — | |
Offering costs | | | — | | | | — | | | | — | |
Receivables | | | — | | | | — | | | | — | |
Investments sold | | | 7,552,151 | | | | 1,188,205 | | | | 708,337 | |
Foreign currency deposits with brokers for securities sold short # | | | 54,156,795 | | | | 94,360 | | | | — | |
Deposits with brokers for contracts for difference | | | 125,033 | | | | 2,947,284 | | | | 11,426,864 | |
Deposits with brokers for securities sold short | | | 172,878,758 | | | | 51,858,906 | | | | 1,116,609 | |
Capital shares sold | | | 1,058,047 | | | | 109,149 | | | | 3,500 | |
Dividends and interest | | | 2,121,338 | | | | 550,693 | | | | 177,193 | |
Due from advisor | | | — | | | | — | | | | — | |
Due from custodian | | | — | | | | — | | | | 392,082 | |
Unrealized appreciation on contracts for difference ◊ | | | 14,993,041 | | | | 1,024,846 | | | | 2,963,718 | |
Prepaid expenses and other assets | | | 88,644 | | | | 28,008 | | | | 127,641 | |
Total assets | | | 1,049,609,714 | | | | 175,306,805 | | | | 62,825,480 | |
LIABILITIES | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | 225,371,842 | | | | 51,534,469 | | | | 51,926 | |
Options written, at value +◊ | | | — | | | | 1,048,583 | | | | — | |
Foreign currency overdraft | | | — | | | | — | | | | 39,228 | |
Payables | | | | | | | | | | | | |
Securities lending collateral (note 8) | | | — | | | | — | | | | — | |
Investments purchased | | | 6,162,054 | | | | 437,677 | | | | — | |
Capital shares redeemed | | | 735,776 | | | | 507,818 | | | | — | |
Due to prime broker | | | — | | | | — | | | | — | |
Investment advisory fees | | | 808,992 | | | | 115,734 | | | | 80,220 | |
Custodian fees | | | 6,701 | | | | — | | | | 5,444 | |
Distribution and service fees | | | 2,686 | | | | 2,517 | | | | — | |
Dividends on securities sold short | | | 170,373 | | | | 51,594 | | | | — | |
Administration and accounting fees | | | 83,576 | | | | 23,685 | | | | 11,402 | |
Transfer agent fees | | | 58,875 | | | | 9,162 | | | | 2,441 | |
Unrealized depreciation on contracts for difference ◊ | | | 1,711,520 | | | | 223,800 | | | | 1,650,462 | |
Other accrued expenses and liabilities | | | 595,065 | | | | 114,176 | | | | 368,742 | |
Total liabilities | | | 235,707,460 | | | | 54,069,215 | | | | 2,209,865 | |
Net Assets | | $ | 813,902,254 | | | $ | 121,237,590 | | | $ | 60,615,615 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 50,961 | | | $ | 8,890 | | | $ | 5,925 | |
Paid-in Capital | | | 500,558,726 | | | | 120,463,259 | | | | 65,184,644 | |
Total Distributable earnings/(loss) | | | 313,292,567 | | | | 765,441 | | | | (4,574,954 | ) |
Net Assets | | $ | 813,902,254 | | | $ | 121,237,590 | | | $ | 60,615,615 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | |
Net assets | | $ | 801,913,462 | | | $ | 115,078,779 | | | $ | 60,615,615 | |
Shares outstanding | | | 50,186,174 | | | | 8,431,424 | | | | 5,924,883 | |
Net asset value, offering and redemption price per share | | $ | 15.98 | | | $ | 13.65 | | | $ | 10.23 | |
INVESTOR CLASS | | | | | | | | | | | | |
Net assets | | $ | 11,988,792 | | | $ | 6,158,811 | | | $ | — | |
Shares outstanding | | | 774,515 | | | | 458,536 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 15.48 | | | $ | 13.43 | | | $ | — | |
| † | Investments in securities, at cost | | $ | 627,711,049 | | | $ | 95,395,898 | | | $ | 40,088,781 | |
| ^ | Includes market value of securities on loan | | $ | — | | | $ | — | | | $ | — | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | — | | | $ | — | | | $ | — | |
| ** | Short-term investments, at cost | | $ | 44,842,631 | | | $ | 15,993,268 | | | $ | 5,777,542 | |
| | Purchased options, at cost | | $ | — | | | $ | — | | | $ | — | |
| # | Foreign currency, at cost | | $ | 57,792,256 | | | $ | 70,310 | | | $ | — | |
| ‡ | Proceeds received, securities sold short | | $ | 279,222,615 | | | $ | 58,446,137 | | | $ | 72,388 | |
| + | Premiums received, options written | | $ | — | | | $ | 1,249,888 | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
86 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2022 |
STATEMENTS OF OPERATIONS | |
| | Boston Partners All-Cap Value Fund | | | Boston Partners Small Cap Value Fund II | | | WPG Partners Select Small Cap Value Fund* | | | WPG Partners Small/Micro Cap Value Fund | |
Investment Income | | | | | | | | | | | | | | | | |
Dividends † | | $ | 30,998,214 | | | $ | 13,312,851 | | | $ | 49,900 | | | $ | 460,267 | |
Interest | | | 139,090 | | | | 91,767 | | | | 4,230 | | | | 4,753 | |
Income from securities loaned (Note 8) | | | 133,098 | | | | 201,238 | | | | — | | | | 9,611 | |
Total investment income | | | 31,270,402 | | | | 13,605,856 | | | | 54,130 | | | | 474,631 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 12,113,642 | | | | 7,241,656 | | | | 55,238 | | | | 245,903 | |
Transfer agent fees (Note 2) | | | 1,232,461 | | | | 669,580 | | | | 2,493 | | | | 16,662 | |
Distribution fees (Investor Class) (Note 2) | | | 650,398 | | | | 246,651 | | | | — | | | | — | |
Administration and accounting fees (Note 2) | | | 619,598 | | | | 292,303 | | | | 28,937 | | | | 26,434 | |
Legal fees | | | 200,380 | | | | 94,099 | | | | 1,604 | | | | 3,049 | |
Director’s fees | | | 192,429 | | | | 90,230 | | | | — | | | | 3,077 | |
Officer’s fees | | | 149,917 | | | | 74,237 | | | | — | | | | 2,419 | |
Printing and shareholder reporting fees | | | 118,464 | | | | 84,173 | | | | 2,871 | | | | 3,724 | |
Custodian fees (Note 2) | | | 85,544 | | | | 26,258 | | | | 18,240 | | | | 16,789 | |
Registration fees | | | 48,988 | | | | 40,943 | | | | 25,381 | | | | 23,115 | |
Audit and tax service fees | | | 39,984 | | | | 39,738 | | | | 28,743 | | | | 39,733 | |
Offering expense | | | — | | | | — | | | | 14,521 | | | | — | |
Other expenses | | | 118,606 | | | | 55,211 | | | | 2,040 | | | | 6,216 | |
Dividend expense on securities sold short | | | — | | | | — | | | | — | | | | — | |
Prime broker interest expense | | | — | | | | — | | | | — | | | | — | |
Total expenses before waivers and/or reimbursements | | | 15,570,411 | | | | 8,955,079 | | | | 180,068 | | | | 387,121 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | (1,054,852 | ) | | | (274,029 | ) | | | (112,555 | ) | | | (49,003 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 14,515,559 | | | | 8,681,050 | | | | 67,513 | | | | 338,118 | |
Net investment income/(loss) | | | 16,754,843 | | | | 4,924,806 | | | | (13,383 | ) | | | 136,513 | |
| | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | 141,888,993 | | | | 37,453,523 | | | | (284,147 | ) | | | 4,766,055 | |
Purchased options ** | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | — | |
Options written ** | | | — | | | | — | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | — | | | | — | |
Foreign currency transactions | | | 2,522 | | | | (36 | ) | | | (470 | ) | | | (53 | ) |
Net change in unrealized appreciation/(depreciation) on: |
Investment securities | | | (202,557,726 | ) | | | (120,654,997 | ) | | | (851,232 | ) | | | (3,865,397 | ) |
Purchased options ** | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | — | |
Options written ** | | | 667,594 | | | | — | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | — | | | | — | |
Foreign currency translation | | | (273 | ) | | | 3 | | | | (1 | ) | | | (53 | ) |
Net realized and unrealized gain/(loss) | | | (59,998,890 | ) | | | (83,201,507 | ) | | | (1,135,850 | ) | | | 900,552 | |
Net increase/(decrease) in net assets resulting from operations | | $ | (43,244,047 | ) | | $ | (78,276,701 | ) | | $ | (1,149,233 | ) | | $ | 1,037,065 | |
† | Net of foreign withholding taxes of | | $ | (355,830 | ) | | $ | (12,887 | ) | | $ | (611 | ) | | $ | (2,782 | ) |
* | The Fund commenced operations on December 29, 2021. |
** | Primary risk exposure is equity contracts. | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 87
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2022 |
STATEMENTS OF OPERATIONS (continued) | |
| | Boston Partners Global Sustainability Fund* | | | Boston Partners Global Equity Fund | | | Boston Partners Emerging Markets Fund | | | Boston Partners Long/Short Equity Fund | |
Investment Income | | | | | | | | | | | | | | | | |
Dividends † | | $ | 394,878 | | | $ | 5,310,685 | | | $ | 674,999 | | | $ | 1,043,411 | |
Interest | | | 4,707 | | | | 24,372 | | | | 8,141 | | | | 12,368 | |
Income from securities loaned (Note 8) | | | — | | | | 14,196 | | | | — | | | | 36,394 | |
Total investment income | | | 399,585 | | | | 5,349,253 | | | | 683,140 | | | | 1,092,173 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 120,738 | | | | 1,663,137 | | | | 173,986 | | | | 1,460,898 | |
Transfer agent fees (Note 2) | | | 3,956 | | | | 126,165 | | | | 2,233 | | | | 45,618 | |
Distribution fees (Investor Class) (Note 2) | | | — | | | | — | | | | — | | | | 29,822 | |
Administration and accounting fees (Note 2) | | | 35,419 | | | | 84,199 | | | | 31,161 | | | | 42,627 | |
Legal fees | | | 1,491 | | | | 19,636 | | | | 3,557 | | | | 6,339 | |
Director’s fees | | | — | | | | 20,887 | | | | 2,866 | | | | 7,660 | |
Officer’s fees | | | — | | | | 11,395 | | | | 2,080 | | | | 4,238 | |
Printing and shareholder reporting fees | | | 3,596 | | | | 4,661 | | | | 2,071 | | | | 1,268 | |
Custodian fees (Note 2) | | | 15,653 | | | | 61,431 | | | | 86,559 | | | | 13,314 | |
Registration fees | | | 25,209 | | | | 20,544 | | | | 21,164 | | | | 31,870 | |
Audit and tax service fees | | | 35,063 | | | | 54,621 | | | | 63,781 | | | | 54,966 | |
Offering expense | | | 14,521 | | | | — | | | | — | | | | — | |
Other expenses | | | 5,350 | | | | 16,252 | | | | 13,517 | | | | 8,541 | |
Dividend expense on securities sold short | | | — | | | | — | | | | — | | | | 28,758 | |
Prime broker interest expense | | | — | | | | — | | | | — | | | | 355,044 | |
Total expenses before waivers and/or reimbursements | | | 260,996 | | | | 2,082,928 | | | | 402,975 | | | | 2,090,963 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | (125,165 | ) | | | (327,392 | ) | | | (170,692 | ) | | | (404,556 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 135,831 | | | | 1,755,536 | | | | 232,283 | | | | 1,686,407 | |
| | | | | | | | | | | | | | | | |
Net investment income/(loss) | | | 263,754 | | | | 3,593,717 | | | | 450,857 | | | | (594,234 | ) |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | (1,302,776 | ) | | | 10,701,002 | | | | (3,348,466 | ) | | | 3,931,647 | |
Purchased options ** | | | — | | | | — | | | | — | | | | (33,666 | ) |
Securities sold short | | | — | | | | — | | | | — | | | | 6,110,731 | |
Options written ** | | | — | | | | — | | | | — | | | | 66,653 | |
Contracts for difference ** | | | — | | | | — | | | | 306,083 | | | | (1,065,162 | ) |
Foreign currency transactions | | | 95 | | | | (87,479 | ) | | | (41,580 | ) | | | 7,308 | |
Net change in unrealized appreciation/(depreciation) on: |
Investment securities | | | (2,538,801 | ) | | | (29,826,044 | ) | | | (3,165,602 | ) | | | (10,087,610 | ) |
Purchased options ** | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | 5,908,292 | |
Options written ** | | | — | | | | — | | | | — | | | | (24,640 | ) |
Contracts for difference ** | | | — | | | | — | | | | (316,190 | ) | | | 913,650 | |
Foreign currency translation | | | (1,606 | ) | | | (75,406 | ) | | | (2,611 | ) | | | (370,341 | ) |
Net realized and unrealized gain/(loss) | | | (3,843,088 | ) | | | (19,287,927 | ) | | | (6,568,366 | ) | | | 5,356,862 | |
Net increase/(decrease) in net assets resulting from operations | | $ | (3,579,334 | ) | | $ | (15,694,210 | ) | | $ | (6,117,509 | ) | | $ | 4,762,628 | |
† | Net of foreign withholding taxes of | | $ | (30,032 | ) | | $ | (401,690 | ) | | $ | (104,786 | ) | | $ | (61,861 | ) |
* | The Fund commenced operations on December 29, 2021. |
** | Primary risk exposure is equity contracts. | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
88 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2022 |
STATEMENTS OF OPERATIONS (concluded) | |
| | Boston Partners Long/Short Research Fund | | | Boston Partners Global Long/Short Fund | | | Boston Partners Emerging Markets Dynamic Equity Fund | |
Investment Income | | | | | | | | | | | | |
Dividends † | | $ | 14,272,749 | | | $ | 3,336,454 | | | $ | 1,224,379 | |
Interest | | | 74,092 | | | | 58,622 | | | | 29,392 | |
Income from securities loaned (Note 8) | | | — | | | | — | | | | — | |
Total investment income | | | 14,346,841 | | | | 3,395,076 | | | | 1,253,771 | |
Expenses | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 9,727,246 | | | | 1,720,739 | | | | 767,175 | |
Transfer agent fees (Note 2) | | | 376,454 | | | | 102,205 | | | | 12,138 | |
Distribution fees (Investor Class) (Note 2) | | | 26,749 | | | | 13,118 | | | | — | |
Administration and accounting fees (Note 2) | | | 254,541 | | | | 49,269 | | | | 35,910 | |
Legal fees | | | 75,204 | | | | 10,486 | | | | 14,629 | |
Director’s fees | | | 93,132 | | | | 12,837 | | | | 6,925 | |
Officer’s fees | | | 53,992 | | | | 6,042 | | | | 5,667 | |
Printing and shareholder reporting fees | | | 31,603 | | | | 11,079 | | | | 3,991 | |
Custodian fees (Note 2) | | | 83,116 | | | | 55,644 | | | | 101,550 | |
Registration fees | | | 38,113 | | | | 33,823 | | | | 18,796 | |
Audit and tax service fees | | | 69,960 | | | | 61,857 | | | | 75,514 | |
Offering expense | | | — | | | | — | | | | — | |
Other expenses | | | 106,530 | | | | 13,524 | | | | 11,910 | |
Dividend expense on securities sold short | | | 2,989,673 | | | | 772,477 | | | | 9,988 | |
Prime broker interest expense | | | 1,226,748 | | | | 99,959 | | | | 102 | |
Total expenses before waivers and/or reimbursements | | | 15,153,061 | | | | 2,963,059 | | | | 1,064,295 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | — | | | | — | | | | (194,970 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 15,153,061 | | | | 2,963,059 | | | | 869,325 | |
Net investment income/(loss) | | | (806,220 | ) | | | 432,017 | | | | 384,446 | |
| | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Investment securities | | | 140,291,836 | | | | 5,714,906 | | | | (5,722,417 | ) |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | 34,066,704 | | | | 6,727,100 | | | | (291,483 | ) |
Options written ** | | | — | | | | 36,894 | | | | — | |
Contracts for difference ** | | | 8,864,422 | | | | 2,675,289 | | | | 1,627,119 | |
Foreign currency transactions | | | (6,343,124 | ) | | | (49,904 | ) | | | (146,616 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Investment securities | | | (164,729,109 | ) | | | (14,223,438 | ) | | | (4,148,312 | ) |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | 32,986,273 | | | | 9,083,395 | | | | 246,921 | |
Options written ** | | | — | | | | 298,014 | | | | — | |
Contracts for difference ** | | | 10,498,895 | | | | 890,644 | | | | 1,304,706 | |
Foreign currency translation | | | (3,083,519 | ) | | | (35,643 | ) | | | (1,289 | ) |
Net realized and unrealized gain/(loss) | | | 52,552,378 | | | | 11,117,257 | | | | (7,131,371 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | 51,746,158 | | | $ | 11,549,274 | | | $ | (6,746,925 | ) |
† | Net of foreign withholding taxes of | | $ | (429,558 | ) | | $ | (228,523 | ) | | $ | (183,544 | ) |
** | Primary risk exposure is equity contracts. | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 89
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
| | Boston Partners All-Cap Value Fund | | | Boston Partners Small Cap Value Fund II | |
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
| | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: |
Net investment income/(loss) | | $ | 16,754,843 | | | $ | 12,802,459 | | | $ | 4,924,806 | | | $ | 3,765,826 | |
Net realized gain/(loss) from investments and foreign currency | | | 141,891,515 | | | | 76,613,791 | | | | 37,453,487 | | | | 107,612,579 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (201,890,405 | ) | | | 407,462,982 | | | | (120,654,994 | ) | | | 201,239,288 | |
Net increase/(decrease) in net assets resulting from operations | | | (43,244,047 | ) | | | 496,879,232 | | | | (78,276,701 | ) | | | 312,617,693 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (89,636,021 | ) | | | (18,329,964 | ) | | | (52,624,831 | ) | | | (3,423,336 | ) |
Investor Class | | | (14,088,626 | ) | | | (3,338,171 | ) | | | (7,067,459 | ) | | | (287,949 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (103,724,647 | ) | | | (21,668,135 | ) | | | (59,692,290 | ) | | | (3,711,285 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 279,553,596 | | | | 501,357,685 | | | | 158,734,422 | | | | 225,304,064 | |
Reinvestment of distributions | | | 74,080,238 | | | | 14,385,927 | | | | 49,549,396 | | | | 3,242,192 | |
Shares redeemed | | | (682,906,325 | ) | | | (313,709,186 | ) | | | (175,418,506 | ) | | | (225,779,177 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 19,585,547 | | | | 35,551,451 | | | | 12,962,300 | | | | 19,042,885 | |
Reinvestment of distributions | | | 13,527,130 | | | | 3,215,582 | | | | 6,920,636 | | | | 281,646 | |
Shares redeemed | | | (58,809,925 | ) | | | (57,235,933 | ) | | | (24,229,889 | ) | | | (30,655,523 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (354,969,739 | ) | | | 183,565,526 | | | | 28,518,359 | | | | (8,563,913 | ) |
Total increase/(decrease) in net assets | | | (501,938,433 | ) | | | 658,776,623 | | | | (109,450,632 | ) | | | 300,342,495 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 1,933,004,357 | | | | 1,274,227,734 | | | | 880,723,975 | | | | 580,381,480 | |
End of period | | $ | 1,431,065,924 | | | $ | 1,933,004,357 | | | $ | 771,273,343 | | | $ | 880,723,975 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 8,516,986 | | | | 16,405,789 | | | | 5,241,830 | | | | 7,949,707 | |
Shares reinvested | | | 2,283,608 | | | | 520,287 | | | | 1,643,429 | | | | 126,254 | |
Shares redeemed | | | (20,766,356 | ) | | | (10,900,947 | ) | | | (5,867,812 | ) | | | (7,967,029 | ) |
Net increase/(decrease) | | | (9,965,762 | ) | | | 6,025,129 | | | | 1,017,447 | | | | 108,932 | |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 604,325 | | | | 1,161,168 | | | | 451,279 | | | | 681,769 | |
Shares reinvested | | | 419,056 | | | | 116,803 | | | | 241,305 | | | | 11,491 | |
Shares redeemed | | | (1,811,471 | ) | | | (2,013,653 | ) | | | (903,346 | ) | | | (1,146,893 | ) |
Net increase/(decrease) | | | (788,090 | ) | | | (735,682 | ) | | | (210,762 | ) | | | (453,633 | ) |
The accompanying notes are an integral part of the financial statements.
90 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | WPG Partners Select Small Cap Value Fund | | WPG Partners Small/Micro Cap Value Fund | |
| | | For the Period Ended August 31, 2022* | | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
| | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | |
Net investment income/(loss) | | | $ | (13,383 | ) | | | $ | 136,513 | | | $ | 99,311 | |
Net realized gain/(loss) from investments and foreign currency | | | | (284,617 | ) | | | | 4,766,002 | | | | 5,785,775 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | | (851,233 | ) | | | | (3,865,450 | ) | | | 5,431,722 | |
Net increase/(decrease) in net assets resulting from operations | | | | (1,149,233 | ) | | | | 1,037,065 | | | | 11,316,808 | |
| | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | |
Institutional Class | | | | — | | | | | (417,759 | ) | | | (144,307 | ) |
Investor Class | | | | — | | | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | | —- | | | | | (417,759 | ) | | | (144,307 | ) |
| | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | |
Proceeds from shares sold | | | | 19,127,270 | | | | | 6,503,416 | | | | 1,232,374 | |
Reinvestment of distributions | | | | — | | | | | 392,172 | | | | 133,250 | |
Shares redeemed | | | | (132,988 | ) | | | | (2,852,853 | ) | | | (4,086,219 | ) |
Net increase/(decrease) in net assets from capital transactions | | | | 18,994,282 | | | | | 4,042,735 | | | | (2,720,595 | ) |
Total increase/(decrease) in net assets | | | | 17,845,049 | | | | | 4,662,041 | | | | 8,451,906 | |
| | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | |
Beginning of period | | | | — | | | | | 27,602,149 | | | | 19,150,243 | |
End of period | | | $ | 17,845,049 | | | | $ | 32,264,190 | | | $ | 27,602,149 | |
| | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | |
Shares sold | | | | 1,912,822 | | | | | 313,324 | | | | 72,593 | |
Shares reinvested | | | | — | | | | | 19,717 | | | | 9,209 | |
Shares redeemed | | | | (13,764 | ) | | | | (141,175 | ) | | | (255,753 | ) |
Net increase/(decrease) | | | | 1,899,058 | | | | | 191,866 | | | | (173,951 | ) |
* The Fund commenced operations on December 29, 2021. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 91
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | Boston Partners Global Sustainability Fund | | Boston Partners Global Equity Fund | |
| | | For the Period Ended August 31, 2022* | | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
| | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | |
Net investment income/(loss) | | | $ | 263,754 | | | | $ | 3,593,717 | | | $ | 2,256,013 | |
Net realized gain/(loss) from investments and foreign currency | | | | (1,302,681 | ) | | | | 10,613,523 | | | | 20,918,171 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | | (2,540,407 | ) | | | | (29,901,450 | ) | | | 25,093,512 | |
Net increase/(decrease) in net assets resulting from operations | | | | (3,579,334 | ) | | | | (15,694,210 | ) | | | 48,267,696 | |
| | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | |
Institutional Class | | | | — | | | | | (3,282,335 | ) | | | (2,917,436 | ) |
Investor Class | | | | — | | | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | | — | | | | | (3,282,335 | ) | | | (2,917,436 | ) |
| | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | |
Proceeds from shares sold | | | | 26,219,183 | | | | | 13,720,960 | | | | 21,725,184 | |
Reinvestment of distributions | | | | — | | | | | 3,267,140 | | | | 2,898,546 | |
Shares redeemed | | | | — | | | | | (10,037,979 | ) | | | (64,010,620 | ) |
Net increase/(decrease) in net assets from capital transactions | | | | 26,219,183 | | | | | 6,950,121 | | | | (39,386,890 | ) |
Total increase/(decrease) in net assets | | | | 22,639,849 | | | | | (12,026,424 | ) | | | 5,963,370 | |
| | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | |
Beginning of period | | | | — | | | | | 183,433,388 | | | | 177,470,018 | |
End of period | | | $ | 22,639,849 | | | | $ | 171,406,964 | | | $ | 183,433,388 | |
| | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | |
Shares sold | | | | 2,626,775 | | | | | 672,846 | | | | 1,220,384 | |
Shares reinvested | | | | — | | | | | 160,233 | | | | 169,110 | |
Shares redeemed | | | | — | | | | | (502,686 | ) | | | (4,261,605 | ) |
Net increase/(decrease) | | | | 2,626,775 | | | | | 330,393 | | | | (2,872,111 | ) |
* The Fund commenced operations on December 29, 2021. |
The accompanying notes are an integral part of the financial statements.
92 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | Boston Partners Emerging Markets Fund | | | Boston Partners Long/Short Equity Fund | |
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | | | For the Years Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
|
Increase/(decrease) in net assets from operations: |
Net investment income/(loss) | | $ | 450,857 | | | $ | 255,868 | | | $ | (594,234 | ) | | $ | (643,602 | ) |
Net realized gain/(loss) from investments and foreign currency | | | (3,083,963 | ) | | | 2,811,163 | | | | 9,017,511 | | | | 4,814,970 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (3,484,403 | ) | | | 553,755 | | | | (3,660,649 | ) | | | 12,535,721 | |
Net increase/(decrease) in net assets resulting from operations | | | (6,117,509 | ) | | | 3,620,786 | | | | 4,762,628 | | | | 16,707,089 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (1,230,604 | ) | | | (129,801 | ) | | | (2,222,369 | ) | | | (19,343,437 | ) |
Investor Class | | | — | | | | — | | | | (568,709 | ) | | | (4,425,358 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,230,604 | ) | | | (129,801 | ) | | | (2,791,078 | ) | | | (23,768,795 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 4,922,572 | | | | 3,599,996 | | | | 11,580,037 | | | | 8,277,400 | |
Reinvestment of distributions | | | 1,230,604 | | | | 129,801 | | | | 2,118,791 | | | | 16,162,041 | |
Shares redeemed | | | (1,030,015 | ) | | | — | | | | (10,206,570 | ) | | | (37,972,243 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | — | | | | — | | | | 1,987,755 | | | | 1,072,862 | |
Reinvestment of distributions | | | — | | | | — | | | | 549,395 | | | | 4,320,241 | |
Shares redeemed | | | — | | | | — | | | | (2,670,683 | ) | | | (6,939,937 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 5,123,161 | | | | 3,729,797 | | | | 3,358,725 | | | | (15,079,636 | ) |
Total increase/(decrease) in net assets | | | (2,224,952 | ) | | | 7,220,782 | | | | 5,330,275 | | | | (22,141,342 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 23,728,967 | | | | 16,508,185 | | | | 61,122,725 | | | | 83,264,067 | |
End of period | | $ | 21,504,015 | | | $ | 23,728,967 | | | $ | 66,453,000 | | | $ | 61,122,725 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 471,060 | | | | 315,790 | | | | 772,646 | | | | 631,527 | |
Shares reinvested | | | 120,176 | | | | 11,507 | | | | 149,316 | | | | 1,349,085 | |
Shares redeemed | | | (106,407 | ) | | | — | | | | (691,858 | ) | | | (3,033,707 | ) |
Net increase/(decrease) | | | 484,829 | | | | 327,297 | | | | 230,104 | | | | (1,053,095 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | — | | | | — | | | | 153,329 | | | | 90,753 | |
Shares reinvested | | | — | | | | — | | | | 45,405 | | | | 418,628 | |
Shares redeemed | | | — | | | | — | | | | (210,827 | ) | | | (624,820 | ) |
Net increase/(decrease) | | | — | | | | — | | | | (12,093 | ) | | | (115,439 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 93
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | Boston Partners Long/Short Research Fund | | | Boston Partners Global Long/Short Fund | |
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
| | | | | | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: |
Net investment income/(loss) | | $ | (806,220 | ) | | $ | (5,767,638 | ) | | $ | 432,017 | | | $ | (95,299 | ) |
Net realized gain/(loss) from investments and foreign currency | | | 176,879,838 | | | | 104,890,897 | | | | 15,104,285 | | | | 22,984,275 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (124,327,460 | ) | | | 98,666,760 | | | | (3,987,028 | ) | | | 4,347,486 | |
Net increase/(decrease) in net assets resulting from operations | | | 51,746,158 | | | | 197,790,019 | | | | 11,549,274 | | | | 27,236,462 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: |
Institutional Class | | | (86,584,443 | ) | | | — | | | | — | | | | (79,283 | ) |
Investor Class | | | (1,150,099 | ) | | | — | | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (87,734,542 | ) | | | — | | | | — | | | | (79,283 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 211,949,877 | | | | 111,796,131 | | | | 64,513,248 | | | | 12,739,191 | |
Reinvestment of distributions | | | 45,172,097 | | | | — | | | | — | | | | 63,426 | |
Shares redeemed | | | (228,297,315 | ) | | | (580,201,382 | ) | | | (63,270,608 | ) | | | (66,774,935 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 3,774,057 | | | | 1,467,210 | | | | 6,524,071 | | | | 973,085 | |
Reinvestment of distributions | | | 1,144,023 | | | | — | | | | — | | | | — | |
Shares redeemed | | | (2,637,299 | ) | | | (19,465,861 | ) | | | (5,729,454 | ) | | | (3,671,460 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 31,105,440 | | | | (486,403,902 | ) | | | 2,037,257 | | | | (56,670,693 | ) |
Total increase/(decrease) in net assets | | | (4,882,944 | ) | | | (288,613,883 | ) | | | 13,586,531 | | | | (29,513,514 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 818,785,198 | | | | 1,107,399,081 | | | | 107,651,059 | | | | 137,164,573 | |
End of period | | $ | 813,902,254 | | | $ | 818,785,198 | | | $ | 121,237,590 | | | $ | 107,651,059 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 12,983,416 | | | | 7,333,928 | | | | 4,730,594 | | | | 1,153,067 | |
Shares reinvested | | | 2,891,940 | | | | — | | | | — | | | | 5,955 | |
Shares redeemed | | | (13,752,873 | ) | | | (40,620,501 | ) | | | (4,731,465 | ) | | | (6,184,959 | ) |
Net increase/(decrease) | | | 2,122,483 | | | | (33,286,573 | ) | | | (871 | ) | | | (5,025,937 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 239,284 | | | | 102,009 | | | | 481,835 | | | | 90,220 | |
Shares reinvested | | | 75,463 | | | | — | | | | — | | | | — | |
Shares redeemed | | | (163,631 | ) | | | (1,357,505 | ) | | | (436,138 | ) | | | (333,800 | ) |
Net increase/(decrease) | | | 151,116 | | | | (1,255,496 | ) | | | 45,697 | | | | (243,580 | ) |
The accompanying notes are an integral part of the financial statements.
94 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (concluded)
| | Boston Partners Emerging Markets Dynamic Equity Fund | |
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
Increase/(decrease) in net assets from operations: |
Net investment income/(loss) | | $ | 384,446 | | | $ | (94,419 | ) |
Net realized gain/(loss) from investments and foreign currency | | | (4,533,397 | ) | | | 7,022,105 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (2,597,974 | ) | | | (138,717 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (6,746,925 | ) | | | 6,788,969 | |
| | | | | | | | |
Dividends and distributions to shareholders: |
Institutional Class | | | (36,249 | ) | | | (5,338,757 | ) |
Investor Class | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (36,249 | ) | | | (5,338,757 | ) |
| | | | | | | | |
Capital transactions: | | | | | | | | |
Institutional Class | | | | | | | | |
Proceeds from shares sold | | | 10,840,739 | | | | 9,772,909 | |
Reinvestment of distributions | | | 35,160 | | | | 5,215,269 | |
Shares redeemed | | | (4,906,731 | ) | | | (15,184,277 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 5,969,168 | | | | (196,099 | ) |
Total increase/(decrease) in net assets | | | (814,006 | ) | | | 1,254,113 | |
| | | | | | | | |
Net assets: | | | | | | | | |
Beginning of period | | | 61,429,621 | | | | 60,175,508 | |
End of period | | $ | 60,615,615 | | | $ | 61,429,621 | |
| | | | | | | | |
Share transactions: | | | | | | | | |
Institutional Class | | | | | | | | |
Shares sold | | | 1,008,879 | | | | 861,963 | |
Shares reinvested | | | 3,301 | | | | 461,937 | |
Shares redeemed | | | (457,685 | ) | | | (1,310,319 | ) |
Net increase/(decrease) | | | 554,495 | | | | 13,581 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 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 |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 33.77 | | | $ | 0.33 | | | $ | (1.51 | ) | | $ | (1.18 | ) | | $ | (0.33 | ) | | $ | (1.48 | ) | | $ | (1.81 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 33.56 | | | $ | 0.25 | | | $ | (1.51 | ) | | $ | (1.26 | ) | | $ | (0.24 | ) | | $ | (1.48 | ) | | $ | (1.72 | ) |
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 | ) |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 32.34 | | | $ | 0.18 | | | $ | (2.86 | ) | | $ | (2.68 | ) | | $ | (0.12 | ) | | $ | (2.03 | ) | | $ | (2.15 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 30.81 | | | $ | 0.10 | | | $ | (2.72 | ) | | $ | (2.62 | ) | | $ | (0.04 | ) | | $ | (2.03 | ) | | $ | (2.07 | ) |
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 | ) |
WPG Partners Select Small Cap Value Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/29/21** through 8/31/22 | | $ | 10.00 | | | $ | (0.01 | ) | | $ | (0.59 | ) | | $ | (0.60 | ) | | $ | — | | | $ | — | | | $ | — | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 19.33 | | | $ | 0.09 | | | $ | 0.80 | | | $ | 0.89 | | | $ | (0.07 | ) | | $ | (0.23 | ) | | $ | (0.30 | ) |
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 | ) |
| |
* | Calculated based on average shares outstanding for the period. |
** | Commencement of operations. |
The accompanying notes are an integral part of the financial statements.
96 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (continued) | Per Share Operating Performance |
Redemption Fees*^ | | Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any3 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 30.78 | | | | (3.76 | %) | | $ | 1,200,629 | | | | 0.80 | % | | N/A | | | 0.86 | % | | | 1.00 | % | | | 29 | % |
| — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 30.58 | | | | (4.00 | %) | | $ | 230,437 | | | | 1.05 | % | | N/A | | | 1.11 | % | | | 0.75 | % | | | 29 | % |
| — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 27.51 | | | | (8.88 | %) | | $ | 688,375 | | | | 0.99 | % | | N/A | | | 1.02 | % | | | 0.61 | % | | | 24 | % |
| — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 26.12 | | | | (9.11 | %) | | $ | 82,898 | | | | 1.24 | % | | N/A | | | 1.27 | % | | | 0.36 | % | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 9.40 | | | | (6.00 | %) | | $ | 17,845 | | | | 1.10 | %4 | | N/A | | | 2.93 | %4 | | | (0.22 | %)4 | | | 70 | %5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 19.92 | | | | 4.59 | % | | $ | 32,264 | | | | 1.10 | % | | N/A | | | 1.26 | % | | | 0.44 | % | | | 92 | % |
| — | | | | 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 | |
| |
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 | 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. |
4 | Annualized |
5 | Not Annualized |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 97
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (continued) | Per Share Operating Performance |
Contained below is per share operating performance data for each class of shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | Net Asset Value, Beginning of Period | | Net Investment Income/ (Loss)* | | Net Realized and Unrealized Gain/ (Loss) on Investments | | Net Increase/ (Decrease) in Net Assets Resulting from Operations | | Dividends to Shareholders from Net Investment Income | | Distributions to Shareholders from Net Realized Gains | | Total Dividend and Distributions to Shareholders |
Boston Partners Global Sustainability Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/29/21** through 8/31/22 | | $ | 10.00 | | | $ | 0.11 | | | $ | (1.49 | ) | | $ | (1.38 | ) | | $ | — | | | $ | — | | | $ | — | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 20.74 | | | $ | 0.39 | | | $ | (2.08 | ) | | $ | (1.69 | ) | | $ | (0.36 | ) | | $ | — | | | $ | (0.36 | ) |
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 | ) |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 11.78 | | | $ | 0.19 | | | $ | (2.75 | ) | | $ | (2.56 | ) | | $ | (0.46 | ) | | $ | (0.15 | ) | | $ | (0.61 | ) |
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 Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 14.21 | | | $ | (0.13 | ) | | $ | 1.29 | | | $ | 1.16 | | | $ | — | | | $ | (0.64 | ) | | $ | (0.64 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 12.22 | | | $ | (0.14 | ) | | $ | 1.10 | | | $ | 0.96 | | | $ | — | | | $ | (0.64 | ) | | $ | (0.64 | ) |
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 | ) |
| |
* | Calculated based on average shares outstanding. |
** | Commencement of operations. |
The accompanying notes are an integral part of the financial statements.
98 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (continued) | Per Share Operating Performance |
Redemption Fees*^ | | Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any3 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 8.62 | | | | (13.80 | %) | | $ | 22,640 | | | | 0.90 | %4 | | N/A | | | | 1.73 | %4 | | | 1.75 | %4 | | | 55 | %5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 18.69 | | | | (8.27 | %) | | $ | 171,407 | | | | 0.95 | % | | N/A | | | | 1.13 | % | | | 1.94 | % | | | 59 | % |
| — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 8.61 | | | | (22.55 | %) | | $ | 21,504 | | | | 1.00 | % | | N/A | | | | 1.74 | % | | | 1.94 | % | | | 143 | % |
| — | | | | 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 | 4 | | N/A | | | | 2.95 | 4 | | | 0.58 | 4 | | | 146 | 5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 14.73 | | | | 8.35 | % | | $ | 54,733 | | | | 2.55 | % | | 1.96 | % | | | 3.18 | % | | | (0.87 | %) | | | 40 | % |
| — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | $ | 12.54 | | | | 8.07 | % | | $ | 11,720 | | | | 2.80 | % | | 2.21 | % | | | 3.43 | % | | | (1.12 | %) | | | 40 | % |
| — | | | | 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 | |
| |
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 | 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. |
4 | Annualized |
5 | Not Annualized |
The accompanying notes are an integral part of the financial statements.
Annual Report 2022 | 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 |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 16.82 | | | $ | (0.02 | ) | | $ | 1.18 | | | $ | 1.16 | | | $ | — | | | $ | (2.00 | ) | | $ | (2.00 | ) |
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 | | | | — | | | | — | | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 16.39 | | | $ | (0.05 | ) | | $ | 1.14 | | | $ | 1.09 | | | $ | — | | | $ | (2.00 | ) | | $ | (2.00 | ) |
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 | | | | — | | | | — | | | | — | |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 12.18 | | | $ | 0.05 | | | $ | 1.42 | | | $ | 1.47 | | | $ | — | | | $ | — | | | $ | — | |
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 | | | | — | | | | — | | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 12.01 | | | $ | 0.01 | | | $ | 1.41 | | | $ | 1.42 | | | $ | — | | | $ | — | | | $ | — | |
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 | | | | — | | | | — | | | | — | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/22 | | $ | 11.44 | | | $ | 0.07 | | | $ | (1.27 | ) | | $ | (1.20 | ) | | $ | (0.01 | ) | | $ | — | | | $ | (0.01 | ) |
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 | ) |
| |
* | Calculated based on average shares outstanding, unless otherwise noted. |
^ | Effective January 1, 2016, the Funds do not impose a redemption fee. Prior to January 1, 2016, there was a 1.00% redemption fee on shares redeemed that were held 60 days or less on BP Long/Short Research Fund and BP Global Long/Short Fund. The redemption fees were retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital. |
The accompanying notes are an integral part of the financial statements.
100 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (concluded) | Per Share Operating Performance |
Redemption Fees*^ | | | Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any3 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | | $ | 15.98 | | | | 7.17 | % | | $ | 801,913 | | | | 1.95 | % | | | 1.40 | % | | | 1.95 | % | | | (0.10 | %) | | | 85 | % |
| — | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | | $ | 15.48 | | | | 6.91 | % | | $ | 11,989 | | | | 2.20 | % | | | 1.65 | % | | | 2.20 | % | | | (0.35 | %) | | | 85 | % |
| — | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | | $ | 13.65 | | | | 12.07 | % | | $ | 115,079 | | | | 2.56 | % | | | 1.81 | % | | | 2.56 | % | | | 0.34 | % | | | 161 | % |
| — | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | | $ | 13.43 | | | | 11.82 | % | | $ | 6,159 | | | | 2.81 | % | | | 2.06 | % | | | 2.81 | % | | | 0.09 | % | | | 161 | % |
| — | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $— | | | | $ | 10.23 | | | | (10.52 | %) | | $ | 60,616 | | | | 1.42 | % | | | 1.40 | % | | | 1.73 | % | | | 0.63 | % | | | 136 | % |
| — | | | | | 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 | |
| |
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 | 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 2022 | 101
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2022
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 forty-eight separate investment portfolios, including Boston Partners All-Cap Value Fund (“BP All-Cap Value Fund”), Boston Partners Small Cap Value Fund II (“BP Small Cap Value Fund II”), WPG Partners Select Small Cap Value Fund (“WPG Select Small Cap Value Fund”), WPG Partners Small/Micro Cap Value Fund (“WPG Small/Micro Cap Value Fund”), Boston Partners Global Sustainability Fund (“BP Global Sustainability Fund”), Boston Partners Global Equity Fund (“BP Global Equity Fund”), Boston Partners Emerging Markets Fund (“BP Emerging Markets Fund”), Boston Partners Long/Short Equity Fund (“BP Long/Short Equity Fund”), Boston Partners Long/Short Research Fund (“BP Long/Short Research Fund”), Boston Partners Global Long/Short Fund (“BP Global Long/Short Fund”) and Boston Partners Emerging Markets Dynamic Equity Fund (“BP Emerging Markets Dynamic Equity Fund”), (collectively the “BP Funds”). As of the end of the reporting period, the Funds (other than the WPG Select Small Cap Value Fund, WPG Small/Micro Cap Value Fund, BP Global Sustainability Fund, BP Global Equity Fund, BP Emerging Markets Fund and BP Emerging Markets Dynamic Equity 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 Select Small Cap Value Fund, WPG Small/Micro Cap Value Fund, BP Global Sustainability Fund, BP Emerging Markets Fund and BP Emerging Markets Dynamic Equity 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 90.023 billion shares are currently classified into two hundred and eleven 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, and BP Emerging Markets Dynamic Equity Fund is to seek long-term capital growth. The investment objective of WPG Select Small Cap Value Fund and BP Global Sustainability Fund is to seek long-term capital appreciation. 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 capital 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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,
102 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
aftermarket trading, or news events may have occurred in the interim. To account for this, the Funds may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
• | Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| | |
• | Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| | |
• | Level 3 — | Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
A summary of the inputs used to value each Fund’s investments as of the end of the reporting period is included in each Fund’s Portfolio of Investments.
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
The following is a summary of quantitative information about Level 3 Fair Value Measurements:
FUND | | TYPE OF SECURITY | | UNREALIZED APPRECIATION/ (DEPRECIATION) AS OF 8/31/2022 | | VALUATION TECHNIQUES | | UNOBSERVABLE INPUT | | UNOBSERVABLE INPUT VALUES (USD) | | IMPACT TO VALUATION FROM AN INCREASE TO INPUT |
BP Long/Short Research Fund | | Contracts For Difference – Total Short – South Korea | | $2,081,617 | | Market Approach | | Most recent round of financing | | N/A | | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
BP Emerging Markets Dynamic Equity Fund | | Contracts For Difference – Total Short – Russia | | 66,193 | | Market Approach & Concensus Pricing | | Discount for lack of marketability as a result of geopolitical event and sanction | | 100% | | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
BP Emerging Markets Dynamic Equity Fund | | Contracts For Difference – Total Short – Russia | | 314,405 | | Market Approach & Concensus Pricing | | Discount for lack of marketability as a result of geopolitical event and sanction | | 100% | | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
BP Emerging Markets Dynamic Equity Fund | | Contracts For Difference – Total Short – South Korea | | 70,633 | | Market Approach | | Most recent round of financing | | N/A | | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
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.
Annual Report 2022 | 103
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
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 The RBB Fund Trust (formerly, 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.
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 Global Sustainability Fund, the BP Emerging Markets Fund and the BP Emerging Markets Dynamic Equity 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,
104 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
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 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.
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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on the Funds’ performance and the value of Funds’ investments, even beyond any direct exposure that the Funds may have to issuers located in these countries.
SUSTAINABLE INVESTMENT RISK — The sustainability criterion required for investment by the BP Global Sustainability Fund may cause the Fund to not invest in certain industries or issuers. As a result, the BP Global Sustainability Fund may be overweight or underweight in certain industries or issuers relative to its benchmark index, which may cause the Fund’s performance to be more or less sensitive to developments affecting those industries or issuers. Sustainability information provided by issuers, upon which the portfolio managers may rely, continues to develop, and may be incomplete, inaccurate, use different methodologies, or be applied differently across companies and industries. Further, the regulatory landscape for sustainable investing in the United States is still developing and future rules and regulations may require the BP Global Sustainability Fund to modify or alter its investment process. Similarly, government policies incentivizing issuers to engage in sustainable practices may fall out of favor, which could potentially limit the BP Global Sustainability Fund’s investment universe. There is also a risk that the companies identified through the investment process may fail to adhere to sustainable business practices, which may result in the BP Global Sustainability Fund selling a security when it might otherwise be disadvantageous to do so. There is no guarantee that sustainable investments will outperform the broader market on either an absolute or relative basis.
Annual Report 2022 | 105
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
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 All-Cap Value Fund | | $ | — | | | $ | 692,431 | |
BP Long/Short Equity Fund | | | 15,567 | | | | 159,564 | |
BP Global Long/Short Fund | | | — | | | | 621,615 | |
SHORT SALES — When the investment adviser believes that a security is overvalued, the BP Long/Short Equity Fund, the BP Long/Short Research Fund, the BP Global Long/Short Fund and the BP Emerging Markets Dynamic Equity Fund may sell the security short by borrowing the same security from a broker or other institution and selling the security. A Fund will incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund buys and replaces such borrowed security. A Fund will realize a gain if there is a decline in price of the security between those dates where the decline in price exceeds the costs of borrowing the security and other transaction costs. There can be no assurance that a Fund will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. Until a Fund replaces a borrowed security, it will maintain at all times cash, U.S. Government securities, or other liquid securities in an amount which, when added to any amount deposited with a broker as collateral, will at least equal the current market value of the security sold short. Depending on arrangements made with brokers, a Fund may not receive any payments (including interest) on collateral deposited with them.
In accordance with the terms of its prime brokerage agreements, a Fund may receive rebate income or be charged a fee for borrowed securities. Such income or fee is calculated on a daily basis based upon the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The Funds record these prime broker charges on a net basis as interest income or interest expense. During the current fiscal period, the BP Long/Short Equity Fund, the BP Long/Short Research Fund, the BP Global Long/Short Fund and the BP Emerging Markets Dynamic Equity Fund had net income/(charges) of $(353,565), $(1,224,538), $(99,902) and $25, respectively, on borrowed securities. Such amounts are included in prime broker interest expense on the Statements of Operations.
As of the end of the reporting period, BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund had securities sold short valued at $9,339,997, $225,371,842, $51,534,469 and $51,926, respectively, for which securities of $22,488,094, $316,444,637, $39,745,100 and $9,480,898 and deposits of $10,377,832, $227,035,553, $51,953,266 and $1,116,609, respectively, were pledged as collateral.
In accordance with Special Custody and Pledge Agreements with Goldman Sachs & Co. (“Goldman Sachs”) (the Funds’ prime broker), BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund may borrow from Goldman Sachs to the extent necessary to maintain required margin cash deposits on short positions. Interest on such borrowings is charged to the Fund based on the LIBOR rate plus an agreed upon spread.
106 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
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 |
| 107 | | | | EUR 6,579 | | | | 0.16 | % | | | 65 | | | | AUD 187,651 | | | | 0.43 | % |
| 39 | | | | GBP 21,654 | | | | 0.43 | % | | | 106 | | | | CAD 290,211 | | | | 0.57 | % |
| 45 | | | | USD 2,458,677 | | | | 0.48 | % | | | 41 | | | | CHF 186,967 | | | | 0.39 | % |
| | | | | | | | | | | | | 55 | | | | DKK 332,076 | | | | 0.02 | % |
| | | | | | | | | | | | | 33 | | | | EUR 569,481 | | | | 0.16 | % |
| | | | | | | | | | | | | 8 | | | | GBP 95,887 | | | | 0.44 | % |
| | | | | | | | | | | | | 21 | | | | HKD 666,725 | | | | 0.44 | % |
| | | | | | | | | | | | | 28 | | | | ILS 11 | | | | 0.00 | % |
| | | | | | | | | | | | | 10 | | | | JPY 5,215,925 | | | | 0.36 | % |
| | | | | | | | | | | | | 107 | | | | MXN 0 | | | | 0.00 | % |
| | | | | | | | | | | | | 40 | | | | NOK 2,608,372 | | | | 0.65 | % |
| | | | | | | | | | | | | 25 | | | | PLN 319,061 | | | | 0.69 | % |
| | | | | | | | | | | | | 56 | | | | SEK 2,669,370 | | | | 0.34 | % |
| | | | | | | | | | | | | 56 | | | | SGD 53,723 | | | | 0.58 | % |
| | | | | | | | | | | | | 54 | | | | USD 1,981,543 | | | | 0.48 | % |
| | |
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 |
| 28 | | | | AUD 19,453 | | | | 0.43 | % | | | 2 | | | | CAD 42,536 | | | | 0.57 | % |
| 23 | | | | CAD 622 | | | | 0.58 | % | | | 29 | | | | HKD 96,202 | | | | 0.46 | % |
| 7 | | | | CHF 2,339 | | | | 0.37 | % | | | 60 | | | | USD 151,566 | | | | 0.48 | % |
| 39 | | | | EUR 8,912 | | | | 0.16 | % | | | | | | | | | | | | |
| 25 | | | | GBP 1,148 | | | | 0.43 | % | | | | | | | | | | | | |
| 22 | | | | HKD 34,650 | | | | 0.45 | % | | | | | | | | | | | | |
| 67 | | | | JPY 1,342,331 | | | | 0.36 | % | | | | | | | | | | | | |
| 19 | | | | NOK 189,938 | | | | 0.50 | % | | | | | | | | | | | | |
| 28 | | | | SEK 175,886 | | | | 0.34 | % | | | | | | | | | | | | |
| 16 | | | | USD 154,800 | | | | 0.48 | % | | | | | | | | | | | | |
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 $1,479, $2,210, $57 and $127 respectively.
CONTRACTS FOR DIFFERENCE — The BP Emerging Markets Fund, BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund (for this section only, each a “Fund”) may enter into Contracts for Differences (“CFDs”). CFDs are leveraged derivative instruments that allow a Fund to take a position on the change in the market price of an underlying asset, such as a stock, or the value of an index or currency exchange rate. With a short CFD, a Fund is seeking to profit from falls in the market price of the asset. CFDs are subject to liquidity risk because the liquidity of CFDs is based on the liquidity of the underlying instrument, and are subject to counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. It is also possible that the market price of the CFD will move between the time the order is placed by a Fund and when it is executed by the issuer, which can result in the trade being executed at a less favorable price. CFDs, like many other derivative instruments, involve the risk that, if the derivative security declines in value, additional margin would be required to maintain the margin level. The seller may require a Fund to deposit additional sums to cover this decline in value, and the margin call may be at short notice. If additional margin is not provided in time, the seller may liquidate the positions at a loss for which a Fund is liable. The potential for margin calls and large losses are much greater in CFDs than in other leveraged products. Most CFDs are traded OTC. CFDs are not registered with the SEC or any U.S. regulator, and are not subject to U.S. regulation. In a short position, the Fund will receive or pay an amount based upon the amount, if any, by which the notional amount of the CFD would have decreased or increased in value had it sold the particular stocks short, less the dividends that would have been paid on those stocks, plus a floating rate of interest on the notional amount of the CFD. All of these components are reflected in the market value of the CFD.
CFDs are marked-to-market daily based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statements of Operations. Periodic payments made or received are recorded as realized gains or losses. Entering into CFDs involves, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these contracts, that the counterparty to the contract may default on its obligation to perform and that there may be unfavorable changes in market conditions.
Annual Report 2022 | 107
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2022
CFDs outstanding at period end, if any, are listed on the Portfolio of Investments. As of the end of the reporting period, BP Emerging Markets Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund had cash deposits for CFDs of $296,642, $125,033, $2,947,284 and $11,426,864, respectively, which were pledged as collateral. In connection with CFDs, cash or securities may be segregated as collateral by the Funds’ custodian. As of the end of the reporting period, the BP Long/Short Research Fund, BP Global Long/Short Fund, BP Emerging Markets Dynamic Equity Fund and the BP Emerging Markets Fund held CFDs.
During the current fiscal period, the average volume of CFDs was as follows:
FUND | | NOTIONAL AMOUNT LONG | | | NOTIONAL AMOUNT SHORT | |
BP Emerging Markets Fund | | $ | 1,742,801 | | | $ | — | |
BP Long/Short Equity Fund | | | — | | | | 3,904,024 | |
BP Long/Short Research Fund | | | 3,077,752 | | | | 135,694,150 | |
BP Global Long/Short Fund | | | 3,432,523 | | | | 8,366,337 | |
BP Emerging Markets Dynamic Equity Fund | | | 24,152,266 | | | | 33,180,887 | |
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 Emerging Markets Fund |
Goldman Sachs | | $ | 36,867 | | | $ | 36,867 | | | $ | — | | | $ | — | | | $ | 235,504 | | | $ | 36,867 | | | $ | 198,637 | | | $ | — | |
Total | | $ | 36,867 | | | $ | 36,867 | | | $ | — | | | $ | — | | | $ | 235,504 | | | $ | 36,867 | | | $ | 198,637 | | | $ | — | |
BP Long/Short Equity Fund |
Morgan Stanley | | $ | 421,503 | | | $ | 2,124 | | | $ | — | | | $ | 419,379 | | | $ | 2,124 | | | $ | 2,124 | | | $ | — | | | $ | — | |
Total | | $ | 421,503 | | | $ | 2,124 | | | $ | — | | | $ | 419,379 | | | $ | 2,124 | | | $ | 2,124 | | | $ | — | | | $ | — | |
BP Long/Short Research Fund |
Bank of America | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 26,849 | | | $ | — | | | $ | — | | | $ | 26,849 | |
Goldman Sachs | | | 2,946,287 | | | | 718,389 | | | | — | | | | 2,227,898 | | | | 718,389 | | | | 718,389 | | | | — | | | | — | |
Merrill Lynch | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Morgan Stanley | | | 12,046,754 | | | | 966,282 | | | | — | | | | 11,080,472 | | | | 966,282 | | | | 966,282 | | | | 4,089 | | | | 295,911 | |
Total | | $ | 14,993,041 | | | $ | 1,684,671 | | | $ | — | | | $ | 13,308,370 | | | $ | 1,711,520 | | | $ | 1,684,671 | | | $ | 4,089 | | | $ | — | |
BP Global Long/Short Fund |
Goldman Sachs | | $ | 1,019,114 | | | $ | 220,107 | | | $ | — | | | $ | 799,007 | | | $ | 220,107 | | | $ | 220,107 | | | $ | — | | | $ | — | |
Macquarie | | | 5,732 | | | | — | | | | — | | | | 5,732 | | | | — | | | | — | | | | — | | | | — | |
Morgan Stanley | | | — | | | | — | | | | — | | | | — | | | | 3,693 | | | | — | | | | 186,480 | | | | — | |
Total | | $ | 1,024,846 | | | $ | 220,107 | | | $ | — | | | $ | 804,739 | | | $ | 223,800 | | | $ | 220,107 | | | $ | 186,480 | | | $ | — | |
BP Emerging Markets Dynamic Equity Fund |
Bank of America | | $ | 37,922 | | | $ | 37,922 | | | $ | — | | | $ | — | | | $ | 96,750 | | | $ | 37,922 | | | $ | — | | | $ | 58,828 | |
Citigroup | | | 5,205 | | | | — | | | | — | | | | 5,205 | | | | | | | | — | | | | — | | | | — | |
Goldman Sachs | | | 2,359,481 | | | | 1,417,096 | | | | — | | | | 942,385 | | | | 1,417,096 | | | | 1,417,096 | | | | — | | | | — | |
HSBC | | | 65,832 | | | | 65,832 | | | | — | | | | — | | | | 67,141 | | | | 65,832 | | | | 1,309 | | | | — | |
Macquarie | | | 19,268 | | | | — | | | | — | | | | 19,268 | | | | — | | | | — | | | | — | | | | — | |
Merrill Lynch | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Morgan Stanley | | | 476,010 | | | | 69,475 | | | | — | | | | 406,535 | | | | 69,475 | | | | 69,475 | | | | — | | | | — | |
Total | | $ | 2,963,718 | | | $ | 1,590,325 | | | $ | — | | | $ | 1,373,393 | | | $ | 1,650,462 | | | $ | 1,590,325 | | | $ | 1,309 | | | $ | 58,828 | |
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.
108 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2022
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 is in effect until March 2, 2023 and may not be terminated without the approval of the Board.
| | | | | EXPENSE CAPS |
FUND | | ADVISORY FEE | | INSTITUTIONAL CLASS | | INVESTOR CLASS |
BP All-Cap Value Fund | | | 0.70 | % | | | 0.80 | % | | | 1.05 | % |
BP Small Cap Value Fund II | | | 0.85 | | | | 0.99 | | | | 1.24 | |
WPG Select Small Cap Value Fund | | | 0.90 | | | | 1.10 | | | | N/A | |
WPG Small/Micro Cap Value Fund* | | | 0.80 | | | | 1.10 | | | | N/A | |
BP Global Sustainability Fund | | | 0.80 | | | | 0.90 | | | | N/A | |
BP Global Equity Fund | | | 0.90 | | | | 0.95 | | | | 1.20 | |
BP Emerging Markets Fund | | | 0.75 | | | | 1.00 | | | | N/A | |
BP Long/Short Equity Fund | | | 2.25 | | | | 1.96 | | | | 2.21 | |
BP Long/Short Research Fund | | | 1.25 | | | | 1.50 | | | | 1.75 | |
BP Global Long/Short Fund | | | 1.50 | | | | 2.00 | | | | 2.25 | |
BP Emerging Markets Dynamic Equity Fund | | | 1.25 | | | | 1.40 | | | | 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 All-Cap Value Fund | | $ | 12,113,642 | | | $ | (1,054,852 | ) | | $ | — | | | $ | 11,058,790 | |
BP Small Cap Value Fund II | | | 7,241,656 | | | | (274,029 | ) | | | — | | | | 6,967,627 | |
WPG Select Small Cap Value Fund | | | 55,238 | | | | (112,555 | ) | | | — | | | | (57,317 | ) |
WPG Small/Micro Cap Value Fund | | | 245,903 | | | | (49,003 | ) | | | — | | | | 196,900 | |
BP Global Sustainability Fund | | | 120,738 | | | | (125,165 | ) | | | — | | | | (4,427 | ) |
BP Global Equity Fund | | | 1,663,137 | | | | (327,392 | ) | | | — | | | | 1,335,745 | |
BP Emerging Markets Fund | | | 173,986 | | | | (170,692 | ) | | | — | | | | 3,294 | |
BP Long/Short Equity Fund | | | 1,460,898 | | | | (404,556 | ) | | | — | | | | 1,056,342 | |
BP Long/Short Research Fund | | | 9,727,246 | | | | — | | | | — | | | | 9,727,246 | |
BP Global Long/Short Fund | | | 1,720,739 | | | | — | | | | — | | | | 1,720,739 | |
BP Emerging Markets Dynamic Equity Fund | | | 767,175 | | | | (194,970 | ) | | | — | | | | 572,205 | |
| | | | | | | | | | | | | | | | |
As of the end of the reporting period, the Funds had amounts available for recoupment as follows: |
|
FUND | | August 31, 2023 | | August 31, 2024 | | August 31, 2025 | | TOTAL | |
BP All-Cap Value Fund | | | $746,620 | | | | $479,510 | | | | $1,054,852 | | | | $2,280,982 | |
BP Small Cap Value Fund II | | | 148,231 | | | | 139,323 | | | | 274,029 | | | | 561,583 | |
WPG Select Small Cap Value Fund | | | — | | | | — | | | | 112,555 | | | | 112,555 | |
WPG Small/Micro Cap Value Fund | | | 45,416 | | | | 43,934 | | | | 49,003 | | | | 138,353 | |
BP Global Sustainability Fund | | | — | | | | — | | | | 125,165 | | | | 125,165 | |
BP Global Equity Fund | | | 1,193,888 | | | | 140,758 | | | | 327,392 | | | | 1,662,038 | |
BP Emerging Markets Fund | | | 178,695 | | | | 123,547 | | | | 170,692 | | | | 472,934 | |
BP Long/Short Equity Fund | | | 242,417 | | | | 366,046 | | | | 404,556 | | | | 1,013,019 | |
BP Emerging Markets Dynamic Equity Fund | | | 307,711 | | | | 168,395 | | | | 194,970 | | | | 671,076 | |
* | 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.
Annual Report 2022 | 109
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
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 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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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 All-Cap Value Fund | | $ | 490,966,839 | | | $ | 932,794,740 | |
BP Small Cap Value Fund II | | | 202,635,717 | | | | 212,480,701 | |
WPG Select Small Cap Value Fund | | | 23,694,966 | | | | 6,212,880 | |
WPG Small/Micro Cap Value Fund | | | 30,594,304 | | | | 27,575,612 | |
BP Global Sustainability Fund | | | 36,323,263 | | | | 11,301,753 | |
BP Global Equity Fund | | | 109,869,219 | | | | 105,410,061 | |
BP Emerging Markets Fund | | | 35,262,701 | | | | 30,479,641 | |
BP Long/Short Equity Fund | | | 28,517,365 | | | | 24,726,260 | |
BP Long/Short Research Fund | | | 642,154,815 | | | | 667,088,433 | |
BP Global Long/Short Fund | | | 172,589,014 | | | | 164,690,871 | |
BP Emerging Markets Dynamic Equity Fund | | | 62,657,077 | | | | 49,668,928 | |
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 Portfolio of Investments.
As of the end of the reporting period, the Funds did not hold any restricted securities that were illiquid.
110 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
7. FEDERAL INCOME TAX INFORMATION
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2022, 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 All-Cap Value Fund | | $ | 1,051,594,229 | | | $ | 515,605,400 | | | $ | (17,151,073 | ) | | $ | 498,454,327 | |
BP Small Cap Value Fund II | | | 763,526,124 | | | | 217,031,499 | | | | (52,186,201 | ) | | | 164,845,298 | |
WPG Select Small Cap Value Fund | | | 19,262,101 | | | | 497,699 | | | | (1,758,614 | ) | | | (1,260,915 | ) |
WPG Small/Micro Cap Value Fund | | | 35,207,952 | | | | 5,178,621 | | | | (2,738,066 | ) | | | 2,440,555 | |
BP Global Sustainability Fund | | | 25,343,269 | | | | 709,747 | | | | (3,378,798 | ) | | | (2,669,051 | ) |
BP Global Equity Fund | | | 171,300,538 | | | | 32,066,880 | | | | (19,016,723 | ) | | | 13,050,157 | |
BP Emerging Markets Fund | | | 22,211,654 | | | | 1,403,103 | | | | (2,661,479 | ) | | | (1,258,376 | ) |
BP Long/Short Equity Fund | | | 58,925,959 | | | | 28,195,029 | | | | (2,551,387 | ) | | | 25,643,642 | |
BP Long/Short Research Fund | | | 678,310,185 | | | | 210,900,306 | | | | (39,055,046 | ) | | | 171,845,260 | |
BP Global Long/Short Fund | | | 116,847,266 | | | | 20,521,147 | | | | (13,290,223 | ) | | | 7,230,924 | |
BP Emerging Markets Dynamic Equity Fund | | | 45,977,773 | | | | 3,439,330 | | | | (3,487,105 | ) | | | (47,775 | ) |
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, 2022 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 All-Cap Value Fund | | $ | (20,607,230 | ) | | $ | 20,607,230 | |
BP Small Cap Value Fund II | | | (4,315,026 | ) | | | 4,315,026 | |
WPG Select Small Cap Value Fund | | | 3 | | | | (3 | ) |
WPG Small/Micro Cap Value Fund | | | (225,362 | ) | | | 225,362 | |
BP Global Sustainability Fund | | | 16 | | | | (16 | ) |
BP Global Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Long/Short Equity Fund | | | 7 | | | | (7 | ) |
BP Long/Short Research Fund | | | (8,800,702 | ) | | | 8,800,702 | |
BP Global Long/Short Fund | | | (2,177 | ) | | | 2,177 | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
Annual Report 2022 | 111
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
As of August 31, 2022, 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 All-Cap Value Fund | | | $21,940,541 | | | | $91,006,661 | | | $ | — | | | $ | — | | | $ | — | | | | $498,454,403 | |
BP Small Cap Value Fund II | | | 3,467,979 | | | | 38,767,754 | | | | — | | | | (7,550,552 | ) | | | — | | | | 164,845,298 | |
WPG Select Small Cap Value Fund | | | 111,686 | | | | — | | | | — | | | | — | | | | — | | | | (1,260,916 | ) |
WPG Small/Micro Cap Value Fund | | | 1,862,973 | | | | 2,806,614 | | | | — | | | | — | | | | — | | | | 2,440,501 | |
BP Global Sustainability Fund | | | 255,240 | | | | — | | | | (1,163,901 | ) | | | — | | | | — | | | | (2,670,657 | ) |
BP Global Equity Fund | | | 2,131,969 | | | | — | | | | (19,776,513 | ) | | | — | | | | — | | | | 12,998,390 | |
BP Emerging Markets Fund | | | 651,962 | | | | — | | | | (3,679,074 | ) | | | — | | | | — | | | | (1,259,955 | ) |
BP Long/Short Equity Fund | | | 3,931,846 | | | | 3,626,560 | | | | — | | | | — | | | | — | | | | 25,424,792 | |
BP Long/Short Research Fund | | | 58,564,394 | | | | 86,589,178 | | | | — | | | | — | | | | — | | | | 168,138,995 | |
BP Global Long/Short Fund | | | 3,244,316 | | | | — | | | | (9,158,562 | ) | | | — | | | | (530,699 | ) | | | 7,210,386 | |
BP Emerging Markets Dynamic Equity Fund | | | 7,610,542 | | | | — | | | | (12,136,889 | ) | | | — | | | | — | | | | (48,607 | ) |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2022 was as follows:
| | 2022 | | | 2021 | |
FUND | | | ORDINARY INCOME | | | | LONG-TERM GAINS | | | | TOTAL | | | | ORDINARY INCOME | | | | LONG-TERM GAINS | | | | TOTAL | |
BP All-Cap Value Fund | | | $42,230,699 | | | | $61,493,948 | | | | $103,724,647 | | | | $9,805,102 | | | | $11,863,033 | | | | $21,668,135 | |
BP Small Cap Value Fund II | | | 17,060,225 | | | | 42,632,065 | | | | 59,692,290 | | | | 3,711,285 | | | | — | | | | 3,711,285 | |
WPG Select Small Cap Value Fund | | | — | | | | — | | | | — | | | | | | | | | | | | | |
WPG Small/Micro Cap Value Fund | | | 417,759 | | | | — | | | | 417,759 | | | | 144,307 | | | | — | | | | 144,307 | |
BP Global Sustainability Fund | | | — | | | | — | | | | — | | | | | | | | | | | | �� | |
BP Global Equity Fund | | | 3,282,335 | | | | — | | | | 3,282,335 | | | | 2,917,436 | | | | — | | | | 2,917,436 | |
BP Emerging Markets Fund | | | 926,742 | | | | 303,862 | | | | 1,230,604 | | | | 129,801 | | | | — | | | | 129,801 | |
BP Long/Short Equity Fund | | | — | | | | 2,791,078 | | | | 2,791,078 | | | | — | | | | 23,768,795 | | | | 23,768,795 | |
BP Long/Short Research Fund | | | — | | | | 87,734,542 | | | | 87,734,542 | | | | — | | | | — | | | | — | |
BP Global Long/Short Fund | | | — | | | | — | | | | — | | | | 79,283 | | | | — | | | | 79,283 | |
BP Emerging Markets Dynamic Equity Fund | | | 36,249 | | | | — | | | | 36,249 | | | | 5,338,757 | | | | — | | | | 5,338,757 | |
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, 2022, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2022.
112 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
For the fiscal year ended August 31, 2022, the following Funds deferred to September 1, 2022, the following qualified late-year losses.
FUND | | LATE-YEAR ORDINARY LOSS DEFERRAL | | POST-OCTOBER CAPITAL LOSS DEFERRAL |
BP All-Cap Value Fund | | $ | — | | | $ | — | |
BP Small Cap Value Fund II | | | — | | | | 7,550,552 | |
WPG Select Small Cap Value Fund | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | — | | | | — | |
BP Global Sustainability Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Long/Short Equity Fund | | | — | | | | — | |
BP Long/Short Research Fund | | | — | | | | — | |
BP Global Long/Short Fund | | | — | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
Accumulated capital losses represent net capital loss carryforwards as of August 31, 2022 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 BP Global Equity Fund had utilized $9,128,785, and BP Global Long/Short Fund had utilized $13,718,886 of carry forward capital losses.
As of August 31, 2022, the BP Global Sustainability Fund had short-term post-enactment capital losses of $1,163,901. The BP Global Equity Fund had short-term post-enactment capital losses of $19,776,513. The BP Emerging Markets Fund had short-term post-enactment capital losses of $3,679,074. The BP Global Long/Short Fund had short-term post-enactment capital losses of $9,158,562. The BP Emerging Markets Dynamic Equity Fund had short-term post-enactment capital losses of $11,790,527 and long-term post-enactment capital losses of $346,362. The capital losses can be carried forward for an unlimited period.
8. SECURITIES LENDING
Securities may be loaned to financial institutions, such as broker-dealers, and are required to be secured continuously by collateral in cash, cash equivalents, letter of credit or U.S. Government securities maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral received, pursuant to investment guidelines established by the Funds and approved by the Board, is invested in short-term investments. All such investments are made at the risk of the Funds and, as such, the Funds are liable for investment losses. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by Boston Partners to be of good standing and only when, in Boston Partners’ judgment, the income to be earned from the loans justifies the attendant risks. Any loans of a Fund’s securities will be fully collateralized and marked to market daily. Investments purchased with proceeds from securities lending are overnight and continuous. During the current fiscal period, the Funds participated in securities lending. The market value of securities on loan and cash collateral as of the end of the reporting period and the income generated from the program during the current fiscal period with respect to such loans were as follows:
FUND | | MARKET VALUE OF SECURITIES LOANED | | MARKET VALUE OF COLLATERAL | | INCOME RECEIVED FROM SECURITIES LENDING |
BP All-Cap Value Fund | | | $107,953,391 | | | | $ 111,121,981 | | | $ | 133,098 | |
BP Small Cap Value Fund II | | | 145,477,036 | | | | 150,679,396 | | | | 201,238 | |
WPG Small/Micro Cap Value Fund | | | 5,172,762 | | | | 5,344,277 | | | | 9,611 | |
BP Global Equity Fund | | | 13,862,258 | | | | 14,200,918 | | | | 14,196 | |
BP Long/Short Equity Fund | | | 8,280,895 | | | | 8,554,091 | | | | 36,394 | |
ANNUAL REPORT 2022 | 113
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2022
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 All-Cap Value Fund | | $ | 107,953,391 | | | | — | | | $ | 107,953,391 | | | $ | (107,953,391 | ) | | | — | | | | — | |
BP Small Cap Value Fund II | | | 145,477,036 | | | | — | | | | 145,477,036 | | | | (145,477,036 | ) | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | 5,172,762 | | | | — | | | | 5,172,762 | | | | (5,172,762 | ) | | | — | | | | — | |
BP Global Equity Fund | | | 13,862,258 | | | | — | | | | 13,862,258 | | | | (13,862,258 | ) | | | — | | | | — | |
BP Long/Short Equity Fund | | | 8,280,895 | | | | — | | | | 8,280,895 | | | | (8,280,895 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilites. Actual collateral received may be more than the amount shown. |
9. 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 13, 2022. The LoC will mature, unless renewed, on September 12, 2023. 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 5.50% at August 31, 2022.
During the current fiscal period, the Funds’ LoC borrowing activity was as follows:
| | TOTAL AMOUNT OF DAYS BORROWED | | AVERAGE BORROWINGS | | MAXIMUM AMOUNT OUTSTANDING | | INTEREST EXPENSE | | AVERAGE INTEREST RATE | |
BP All-Cap Value Fund | | | 9 | | | $ | 25,589,333 | | | $ | 100,000,000 | | | $ | 20,997 | | | | 3.31 | % |
WPG Small/Micro Cap Value Fund | | | 4 | | | | 18,000 | | | | 25,000 | | | | 7 | | | | 3.25 | |
BP Emerging Markets Fund | | | 6 | | | | 450,000 | | | | 820,000 | | | | 300 | | | | 3.94 | |
BP Long/Short Equity Fund | | | 16 | | | | 123,750 | | | | 215,000 | | | | 179 | | | | 3.25 | |
BP Long/Short Research Fund | | | 68 | | | | 9,665,368 | | | | 41,018,000 | | | | 59,448 | | | | 3.27 | |
BP Global Long/Short Fund | | | 2 | | | | 3,016,500 | | | | 3,284,000 | | | | 545 | | | | 3.25 | |
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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.
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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
114 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2022
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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 2022 | 115
BOSTON PARTNERS INVESTMENT FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the 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, Boston Partners Emerging Markets Fund, Boston Partners Global Sustainability Fund, and WPG Partners Select Small Cap Value Fund and Board of Directors of The RBB Fund, Inc.
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, Boston Partners Global Sustainability Fund and WPG Partners Select Small Cap Value Fund (collectively referred to as the “Funds”) (eleven of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2022, and the related statements of operations, 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 (eleven of the portfolios constituting The RBB Fund, Inc.) at August 31, 2022, 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, 2022 | | For each of the two years in the period ended August 31, 2022 | | For each of the five years in the period ended August 31, 2022 |
Boston Partners Emerging Markets Fund | | For the year ended August 31, 2022 | | For each of the two years in the period ended August 31, 2022 | | For each of the four years in the period ended August 31, 2022 and the period from October 17, 2017 (commencement of operations) through August 31, 2018 |
WPG Partners Select Small Cap Value Fund Boston Partners Global Sustainability Fund | | For the period from December 29, 2021 (commencement of operations) through August 31, 2022 |
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.
116 | Annual Report 2022
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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 28, 2022
Annual Report 2022 | 117
BOSTON PARTNERS INVESTMENT FUNDS
SHAREHOLDER TAX INFORMATION
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, the following dividends and distributions were paid by each of the Funds:
| | ORDINARY INCOME | | LONG-TERM CAPITAL GAINS |
| BP All-Cap Value Fund | | $42,230,699 | | | $61,493,948 |
| BP Small Cap Value Fund II | | 17,060,225 | | | 42,632,065 |
| WPG Select Small Cap Value Fund | | — | | | — |
| WPG Small/Micro Cap Value Fund | | 417,759 | | | — |
| BP Global Sustainability Fund | | — | | | — |
| BP Global Equity Fund | | 3,282,335 | | | — |
| BP Emerging Markets Fund | | 926,742 | | | 303,862 |
| BP Long/Short Equity Fund | | — | | | 2,791,078 |
| BP Long/Short Research Fund | | — | | | 87,734,542 |
| BP Global Long/Short Fund | | — | | | — |
| BP Emerging Markets Dynamic Equity Fund | | 36,249 | | | — |
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, 2022 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
| BP All-Cap Value Fund | | 82.38% | | | |
| BP Small Cap Value Fund II | | 60.68% | | |
| WPG Select Small Cap Value Fund | | 0.00% | | |
| WPG Small/Micro Cap Value Fund | | 62.20% | | |
| BP Global Sustainability Fund | | 0.00% | | |
| BP Global Equity Fund | | 100.00% | | |
| BP Emerging Markets Fund | | 29.53% | | |
| BP Long/Short Equity Fund | | 0.00% | | |
| BP Long/Short Research Fund | | 0.00% | | |
| BP Global Long/Short Fund | | 0.00% | | |
| BP Emerging Markets Dynamic Equity Fund | | 9.12% | | |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for each Fund is as follows:
| BP All-Cap Value Fund | | 71.13% | | | |
| BP Small Cap Value Fund II | | 60.61% | | |
| WPG Select Small Cap Value Fund | | 0.00% | | |
| WPG Small/Micro Cap Value Fund | | 62.00% | | |
| BP Global Sustainability Fund | | 0.00% | | |
| BP Global Equity Fund | | 36.82% | | |
| BP Emerging Markets Fund | | 0.00% | | |
| BP Long/Short Equity Fund | | 0.00% | | |
| BP Long/Short Research Fund. | | 0.00% | | |
| BP Global Long/Short Fund | | 0.00% | | |
| BP Emerging Markets Dynamic Equity Fund | | 0.00% | | |
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is as follows:
| BP All-Cap Value Fund | | 0.00% | | | |
| BP Small Cap Value Fund II | | 0.00% | | |
| WPG Select Small Cap Value Fund | | 0.00% | | |
| WPG Small/Micro Cap Value Fund | | 0.00% | | |
| BP Global Sustainability Fund | | 0.00% | | |
| BP Global Equity Fund | | 0.18% | | |
| BP Emerging Markets Fund | | 0.02% | | |
| BP Long/Short Equity Fund | | 0.00% | | |
| BP Long/Short Research Fund. | | 0.00% | | |
| BP Global Long/Short Fund | | 0.00% | | |
| BP Emerging Markets Dynamic Equity Fund | | 0.25% | | |
118 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
SHAREHOLDER TAX INFORMATION (concluded)
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
| BP All-Cap Value Fund | | 56.73% | | | |
| BP Small Cap Value Fund II | | 82.00% | | |
| WPG Select Small Cap Value Fund | | 0.00% | | |
| WPG Small/Micro Cap Value Fund | | 78.88% | | |
| BP Global Sustainability Fund | | 0.00% | | |
| BP Global Equity Fund | | 0.00% | | |
| BP Emerging Markets Fund | | 0.00% | | |
| BP Long/Short Equity Fund | | 0.00% | | |
| BP Long/Short Research Fund. | | 0.00% | | |
| BP Global Long/Short Fund | | 0.00% | | |
| BP Emerging Markets Dynamic Equity 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 8/31/2022 |
BP Emerging Markets Fund | | 778,602 | | | 105,898 | | | 0.31160583 | | 0.04238165 | | 2,498,676 |
BP Emerging Markets Dynamic Equity Fund | | 1,402,386 | | | 186,040 | | | 0.23669429 | | 0.03139978 | | 5,924,883 |
Because each Fund’s 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 2023.
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 2022 | 119
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION
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 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.
Investment Advisory Agreement Renewal
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 and the Company (the “Investment Advisory Agreement”) BP Small Cap Value Fund II, BP All-Cap Value Fund, BP Long/Short Equity Fund, BP Long/Short Research Fund, WPG Partners 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”), and the Advisory Agreement between BP and BP Emerging Markets Long/Short Offshore Ltd. with respect to the BP Emerging Markets Dynamic Equity Fund (the “Cayman Subsidiary Investment Advisory Agreement” and together with the Investment Advisory Agreement, the “Investment Advisory Agreements”), at a meeting of the Board held on May 11-12, 2022 (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 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 Agreements 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, 2022, 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 year-to-date, one-year, three-year, five-year, ten-year and since-inception periods ended March 31, 2022. The Directors also noted that the BP All-Cap Value Fund ranked in the 1st quintile in its Lipper Performance Group for the three-year period and in the 3rd quintile for the one-year, four-year and five-year periods ended December 31, 2021.
The Directors noted that the BP Long/Short Equity Fund outperformed its primary benchmark, the S&P 500 Index, for the year-to-date, one-year, and since-inception periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and ten-year periods ended March 31, 2022. The Directors noted that the BP Long/Short Equity Fund’s performance ranked in the 1st quintile in its Lipper Performance Group for the one-year period ended December 31, 2021, and ranked in the 2nd quintile for the two-year period ended December 31, 2021.
120 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (continued)
The Directors noted that the WPG Partners Small/Micro Cap Value Fund outperformed its primary benchmark, the Russell 2000 Value Index, for the year-to-date, one-year, three-year, and five-year periods ended March 31, 2022, and underperformed its benchmark for the ten-year and since-inception periods ended March 31, 2022. The Directors noted that the WPG Partners Small/Micro Cap Value Fund’s performance ranked in the 1st quintile in its Lipper Performance Group for the one-year, two-year, three-year and five-year periods ended December 31, 2021.
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 and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, ten-year, and since-inception periods ended March 31, 2022. The Directors noted that the BP Long/Short Research Fund ranked in the 1st quintile in its Lipper Performance Group for the one-year period ended December 31, 2021, and ranked in the 2nd quintile for the three-year and five-year periods ended December 31, 2021.
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 year-to-date, one-year, and since-inception periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and ten-year periods ended March 31, 2022. The Directors noted that the BP Small Cap Value Fund II ranked in the 4th quintile in its Lipper Performance Group for the two-year, three-year, and five-year period and in the 3rd quintile for the one-year period ended December 31, 2021.
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 period ended March 31, 2022, and underperformed its benchmark for the one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2022. They also noted that Fund ranked in the 3rd quintile in its Lipper Performance Group for the two-year and three-year periods and in the 2nd quintile for the one-year periods ended December 31, 2021.
The Directors noted that the BP Global Long/Short Fund had outperformed its benchmark, the MSCI World Index, for the year-to-date and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2022. The Directors noted that the BP Global Long/Short Fund ranked in the 3rd quintile in its Lipper Performance Group for the two-year, three-year, four-year and five-year periods ended December 31, 2021.
The Directors then reviewed the performance of the BP Emerging Markets Dynamic Equity Fund, which outperformed its benchmark, the MSCI Emerging Markets Index, for the year-to-date and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2022. The Directors also noted that the BP Emerging Markets Dynamic Equity Fund ranked in the 4th quintile in its Lipper 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, 2021.
Finally, the Directors noted that the BP Emerging Markets Fund had outperformed its benchmark, the MSCI Emerging Markets Index, for the year-to-date period ended March 31, 2022, and underperformed its benchmark for the one-year, three-year and since-inception periods ended March 31, 2022. They also noted that Fund ranked in the 3rd quintile in its Lipper Performance Group for the three-year period, and in the 4th quintile for the one-year, two-year, four-year and since-inception periods ended December 31, 2021.
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 Boston Partners had contractually agreed to waive management fees and reimburse expenses through at least March 2, 2023 for the Funds 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 and total expenses 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 5th 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 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 2nd quintile of its Lipper Expense Group.
The Directors noted that the WPG Partners Small/Micro Cap Value Fund’s actual advisor fees and total expenses of the Fund ranked in the 1st quintile of its Lipper Expense Group.
The Directors noted that the BP Global Equity Fund’s actual advisor fees ranked in the 5th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group.
The Directors noted that the BP Global Long/Short Fund’s actual advisor fees and total expenses ranked in the 5th quintile of its Lipper Expense Group.
Annual Report 2022 | 121
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (concluded)
The Directors noted that the BP Emerging Markets Dynamic Equity Fund’s actual advisor fees and total expenses ranked in the 3rd 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 3rd 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 Agreements should be approved and continued for an additional one-year period ending August 16, 2023.
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, 2021 to December 31, 2021 (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.
122 | Annual Report 2022
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: 89 | | Director | | 1988 to present | | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | | 55 | | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | | 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). | | 55 | | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | | Director | | October 2021 to present | | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | | 55 | | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | | Director | | 2006 to present | | Since 1997, Consultant, financial services organizations. | | 55 | | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | | Chairman
Director | | 2005 to present
1991 to present | | Retired. | | 55 | | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | | 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). | | 55 | | Fidelity National Information Services, Inc. (financial services technology company). Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | | Director | | 2006 to present | | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | | 55 | | None. |
Annual Report 2022 | 123
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: 84 | | 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). | | 55 | | None. |
OFFICERS | | | | | | | | | | |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | | President | | August 2022 to present | | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | | N/A | | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | | Chief Compliance Officer | | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | | N/A | | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | | Chief Financial Officer and Secretary
Chief Operating Officer | | 2016 to present
2022 to present | | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | | Director of Marketing & Business Development | | 2019 to present | | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | | N/A | | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | | 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: 51 | | 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: 63 | | Assistant Secretary | | 1999 to present | | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | | N/A | | N/A |
124 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS
DIRECTORS AND EXECUTIVE OFFICERS (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 |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 43 | | Assistant Secretary | | 2017 to present | | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | | N/A | | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
Annual Report 2022 | 125
BOSTON PARTNERS INVESTMENT FUNDS
PRIVACY NOTICE
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 |
126 | Annual Report 2022
BOSTON PARTNERS INVESTMENT FUNDS |
PRIVACY NOTICE (continued) |
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. |
Annual Report 2022 | 127
BOSTON PARTNERS INVESTMENT FUNDS
PRIVACY NOTICE (concluded)
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. |
128 | Annual Report 2022
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-AR22 | |
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, 2022
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report
August 31, 2022 (Unaudited)
Sept 2021 – August 2022
The performance of the Fund was down in September 2021, with gains in commodities and foreign exchange more than offset by losses in fixed income and equity indices. 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, most major global stock indexes finished the month down as the general risk-off sentiment that intensified during the month put an end to the relentless equity rally seen for most of 2021. Global bond yields and the US dollar benefitted from flight-to-safety buying as some major central banks turned more hawkish, supply chain bottlenecks kept inflation concerns elevated, contagion fears surrounding Chinese company Evergrande were heightened, and dysfunction among US lawmakers threatened to derail fiscal stimulus. In energy markets, brent and WTI crude prices rose as a significant percentage of US Gulf Coast output remained offline following Hurricane Ida, while at the same time, the UK grappled with a fuel shortage crisis.
The performance of the Fund was up in October 2021, with gains in commodities and equity indices and losses in fixed income and foreign exchange. From a strategy perspective, gains came from the Fund’s trend following and short-term strategies while the Fund’s systematic macro strategies were down.
From a markets perspective, nearly all major global equity indices moved higher amid better-than-expected corporate earnings and despite fears that inflationary pressures and supply-chain issues could crimp growth. In fixed income markets, persistent, elevated inflation data and growing concerns over imminent monetary policy tightening pushed yields higher (prices lower) across the curve. Surprisingly, hawkish rhetoric from central bankers disproportionately impacted near-term yields as traders pulled forward expectations on the timing of interest rate hikes. In currency markets, the US dollar weakened compared to most of its developed market peers during the month of October, with the notable exception being the Japanese yen.
The performance of the Fund was down in November 2021, with gains in foreign exchange more than offset by losses in commodities, equity indices and fixed income. From a strategy perspective, losses came from the Fund’s trend following, while the Fund’s short-term and systematic macro strategies gained.
From a markets perspective, rising COVID-19 cases, concerns about the efficacy of existing vaccines against a new coronavirus strain, and comments from Federal Reserve Chair Powell that it may be appropriate for the Federal Reserve to consider wrapping up its taper a few months sooner sparked a global flight-to-safety move. Global equity markets and yields fell while the US dollar gained versus most of its trading peers on the back of sticky US inflation and a faster normalization schedule from the Federal Reserve. In energy markets, the petroleum complex weakened amid demand concerns along with the new coronavirus strain sparking fears of renewed lockdowns and threatening the recovery outlook.
The performance of the Fund was up in December 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 systematic macro strategies and trend following, while the Fund’s short-term strategies were down.
From a markets perspective, risk-on appetite took hold during December as studies showed the COVID-19 Omicron variant caused mild illness in most cases and a still-accommodative monetary policy backdrop supported prices. Concerns around lingering inflationary pressures continued to linger in the background. Most major global equity benchmarks gained on the month and G-10 currencies generally gained versus the US dollar. US and European credit spreads tightened along with other risk assets. In interest rate markets, global central banks reacted to persistent inflation by hastening the curtailment of quantitative easing measures and signaling upcoming hikes. Many bond prices began to fall (yields rose) as the age of loose monetary policy seemed to be coming to an end.
The performance of the Fund was up in January 2022, with gains in fixed income, commodities and foreign exchange and losses in equity indices. From a strategy perspective, gains came from the Fund’s systematic macro, short-term and trend following strategies.
1
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2022 (Unaudited)
From a markets perspective, global equity markets fell as investors worried about inflation, persistent supply chain issues, and the upcoming rate hikes from the Federal Reserve. Central banks continued to respond to rising inflation with tighter monetary policy, sending global yields higher. At the January US Federal Open Market Committee (“FOMC”) meeting, the Federal Reserve signaled it intended to raise interest rates as early as March and the market subsequently priced in five hikes during 2022. This hawkish approach from the Federal Reserve pushed the US dollar higher against many other currencies.
The performance of the Fund was up in February 2022, with gains in commodities, losses in foreign exchange and equity indices, and flat performance in fixed income. From a strategy perspective, gains came from the Fund’s trend following strategies with losses in the Fund’s systematic macro and short-term strategies.
From a markets perspective, the Russian invasion of Ukraine and subsequent sanctions against Moscow in the last few trading days of the month sparked a late month flight-to-safety rally in fixed income markets, sent energy prices higher, and drove demand for commodity-currencies. Global equity markets sank as the appetite for risk assets waned on the growing uncertainty around the conflict and developing global response. Record inflation prints and hawkish central banks also weighed on investor expectations and added to the uncertainty.
The performance of the Fund was up in March 2022, with gains in commodities, foreign exchange, fixed income, and equity indices. From a strategy perspective, gains came from the Fund’s momentum, quantitative macro, and short-term strategies.
From a markets perspective, many global equity markets gained while fixed income markets traded lower (rates increased) and currencies were mixed. Geopolitical concerns, a US FOMC rate hike, and hawkish Federal Reserve commentary weighed on markets early in the month but risk sentiment turned positive on war de-escalation prospects during the latter half of the month. In currencies, many of the majors fell against the US dollar with the notable exception of the commodity exporters in both the G10 and emerging market countries. In commodities, most markets saw higher prices on supply concerns which were primarily related to the ongoing Russia/Ukraine situation.
The performance of the Fund was up in April 2022, with gains in foreign exchange, fixed income, commodities, and equity indices. From a strategy perspective, gains came from the Fund’s momentum, quantitative macro, and short-term strategies.
From a markets perspective, global risk-off sentiment took hold, sending nearly all major equity benchmarks into negative territory for the month and pushing demand for the US dollar higher. Global growth concerns increased as Europe continued to struggle with the fallout from Russia’s invasion of Ukraine and China enacted lockdowns in a bid to curtail the spread of the latest COVID-19 variant. The US Federal Reserve prepared the double act of rate hikes with quantitative tightening in an effort to curb inflation while commodity markets continued to see higher prices, most notably energy markets and grains.
The performance of the Fund was down in May 2022, with losses in foreign exchange, commodities, and equity indices and flat performance in fixed income. From a strategy perspective, losses came from the Fund’s momentum, quantitative macro, and short-term strategies.
From a markets perspective, global equity returns were mixed during May, experiencing increased volatility across indices, as markets weighed accelerating inflation concerns in Europe, easing COVID-19 restrictions in China, and the possibility of a slowdown in US monetary tightening. In currency markets, while the US dollar remains stronger against the majors on the year, it experienced a reversal in May. The market is reconsidering whether US policy makers might slow or potentially pause the tightening cycle in the latter half of 2022, which limited the demand for the US currency. Additionally, data over the course of the month showed the potential of a weaker US consumer, contributing to US dollar weakness. In commodities, energy markets advanced on continued fallout from the war in Ukraine, easing COVID-19 restrictions in Asia and low inventories, while grains plummeted on the possibility that Russia would allow exports of Ukrainian grain through the Black Sea.
2
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2022 (Unaudited)
The performance of the Fund was up in June 2022, with gains in foreign exchange, fixed income, equity indices, and commodities. From a strategy perspective, gains came from the Fund’s momentum, quantitative macro, and short-term strategies.
From a markets perspective, the high inflation rate continues to dominate the narrative as the Federal Reserve continues to lead the hawkish charge. Following the hotter US CPI print early in the month, the Federal Reserve indicated that slowing inflation is more important than the possibility of slower economic growth, which helped drive the wide-reaching appreciation in the US dollar. The Bank of England and Reserve Bank of Australia also increased rates in response to growing inflation concerns. Global stock indices sold-off sharply as investors became increasingly convinced that the pace of rising interest rates will trigger a recession. US and European credit spreads widened sharply alongside the selloff in risk assets.
The performance of the Fund was down in July 2022, with gains in commodities more than offset by losses in fixed income, foreign exchange and equity indices. From a strategy perspective, losses came from the Fund’s momentum and quantitative macro strategies, while the Fund’s short-term strategies gained.
From a markets perspective, monetary policy, geopolitical developments, and economic data continue to captivate investor focus. Two consecutive quarters of negative Gross Domestic Product (GDP) growth in the US confirmed a technical recession and pushed US Treasury prices higher. Similarly in Canada, 10-year bond prices rose despite a surprise full percentage point rate hike from the central bank after a softer inflation print. In currency markets, JPY experienced strong gains versus the US dollar following the weaker US data and the prospects of a less aggressive Federal Reserve while EUR/USD reached parity for the first time since 2002 on back of the energy crisis in Europe and a series of poor European data. Stock indices advanced in July as easing rate rise expectations and generally strong big tech earnings sparked a broad-based rally.
The performance of the Fund was up in August 2022, with gains in fixed income, foreign exchange and equity indices and losses in commodities. From a strategy perspective, gains came from the Fund’s momentum and quantitative macro strategies, while the Fund’s short-term strategies were down.
From a markets perspective, global yields surged as hawkish commentary from policymakers heightened fears of aggressive monetary policy action aimed at curtailing inflation, despite the risk of dragging economies into recession. Canadian bonds fell after core inflation rose to a record 5.3% while US Treasury prices declined when a chorus of Federal Reserve officials reiterated their resolve to keep hiking rates and to maintain a restrictive stance “for some time.” The US dollar strengthened throughout the month while global equities sold-off in the latter half of August on expectations of tighter global monetary policy conditions. Energy markets came under pressure on global recession worries and metals prices fell.
3
Campbell Systematic Macro Fund
Performance Data
August 31, 2022 (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, 2022 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class A Shares (without sales charge) | 30.09% | 10.25%(1) | 10.22%(1) | 5.48% | |
Class A Shares (with sales charge) | 25.51% | 8.93%(1) | 9.44%(1) | 5.09% | |
BarclayHedge BTOP50 Index (2)(3) | 17.85% | 8.15% | 6.75% | 3.67% | |
S&P 500® Total Return Index (2)(4) | -11.23% | 12.39% | 11.82% | 12.52% | |
(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, 2022 (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 March 2, 2022, as supplemented, is 2.33% 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 March 2, 2023 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, 2022 (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, 2022 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class C Shares (without contingent deferred sales charge) | 29.13% | 9.48%(1) | 9.40%(1) | 5.82% | |
Class C Shares (with contingent deferred sales charge) | 28.13% | 9.48%(1) | 9.40%(1) | 5.82% | |
BarclayHedge BTOP50 Index (2)(3) | 17.85% | 8.15% | 6.75% | 4.51% | |
S&P 500® Total Return Index (2)(4) | -11.23% | 12.39% | 11.82% | 11.62% | |
(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. |
6
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2022 (Unaudited)
(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. |
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 March 2, 2022, as supplemented, is 3.08% 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 March 2, 2023 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, 2022 (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, 2022 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class I Shares | 30.35% | 10.55%(1) | 10.49%(1) | 5.75% | |
BarclayHedge BTOP50 Index (2)(3) | 17.85% | 8.15% | 6.75% | 3.67% | |
S&P 500® Total Return Index (2)(4) | -11.23% | 12.39% | 11.82% | 12.52% | |
(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, 2022 (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 March 2, 2022, as supplemented, is 2.08% 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 March 2, 2023 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, 2022 (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, 2022 (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, 2022 through August 31, 2022, 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, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period * | Annualized Expense Ratio | Actual Six-Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 1,242.70 | $ 11.31 | 2.00% | 24.27% |
Class C Shares | 1,000.00 | 1,238.30 | 15.51 | 2.75% | 23.83% |
Class I Shares | 1,000.00 | 1,244.80 | 9.90 | 1.75% | 24.48% |
Hypothetical (5% return before expenses) | | | | | |
Class A Shares | $ 1,000.00 | $ 1,015.12 | $ 10.16 | 2.00% | N/A |
Class C Shares | 1,000.00 | 1,011.34 | 13.94 | 2.75% | N/A |
Class I Shares | 1,000.00 | 1,016.38 | 8.89 | 1.75% | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2022 to August 31, 2022, 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, 2022 (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 | | | 70.3 | % | | $ | 446,731,179 | |
MONEY MARKET DEPOSIT ACCOUNT: | | | | | | | | |
U.S. Bank Money Market Deposit Account | | | 16.3 | | | | 104,015,038 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 13.4 | | | | 85,527,901 | |
NET ASSETS | | | 100.0 | % | | $ | 636,274,118 | |
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.
12
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments
August 31, 2022
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 70.3% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 70.3% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 1.019% | | | | 09/08/22 | | | $ | 60,000 | | | $ | 59,976,550 | |
United States Treasury Bill | | | 1.344% | | | | 10/13/22 | | | | 60,000 | | | | 59,838,300 | |
United States Treasury Bill | | | 1.498% | | | | 11/03/22 | | | | 60,000 | | | | 59,725,031 | |
United States Treasury Bill | | | 1.468% | | | | 11/17/22 | | | | 50,000 | | | | 49,713,353 | |
United States Treasury Bill | | | 2.204% | | | | 12/15/22 | | | | 65,000 | | | | 64,476,560 | |
United States Treasury Bill | | | 2.926% | | | | 01/19/23 | | | | 75,000 | | | | 74,124,271 | |
United States Treasury Bill | | | 3.068% | | | | 02/09/23 | | | | 80,000 | | | | 78,877,114 | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | | | | | | | | | |
(Cost $447,280,211) | | | 446,731,179 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT —16.3% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 104,015 | | | | 104,015,038 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | |
(Cost $104,015,038) | | | 104,015,038 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $551,295,249) | | | 550,746,217 | |
| | | | |
TOTAL INVESTMENTS — 86.6% | | | | |
(Cost $551,295,249) | | | 550,746,217 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 13.4% | | | 85,527,901 | |
NET ASSETS — 100.0% | | $ | 636,274,118 | |
* | 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, 2022. |
The accompanying notes are an integral part of the consolidated financial statements.
13
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Futures contracts outstanding as of August 31, 2022 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Amsterdam Index | | | Sep-22 | | | | 39 | | | $ | 5,330,827 | | | $ | (188,370 | ) |
Australian 10-Year Bond | | | Sep-22 | | | | 915 | | | | 75,105,334 | | | | (956,494 | ) |
Australian 3-Year Bond | | | Sep-22 | | | | 333 | | | | 24,542,670 | | | | 40,781 | |
CAC40 10 Euro | | | Sep-22 | | | | 12 | | | | 738,521 | | | | (19,655 | ) |
Coffee | | | Dec-22 | | | | 75 | | | | 6,616,406 | | | | 312,186 | |
Corn | | | Dec-22 | | | | 387 | | | | 12,974,175 | | | | 393,126 | |
Cotton No.2 | | | Dec-22 | | | | 290 | | | | 16,415,450 | | | | 1,483,299 | |
DJIA Mini E-CBOT | | | Sep-22 | | | | 16 | | | | 2,522,560 | | | | (32,385 | ) |
Euro-Bobl | | | Sep-22 | | | | 70 | | | | 8,658,285 | | | | (31,960 | ) |
Euro-Bund | | | Sep-22 | | | | 284 | | | | 42,231,682 | | | | (589,599 | ) |
FTSE China A50 Index | | | Sep-22 | | | | 229 | | | | 3,096,538 | | | | 20,638 | |
FTSE Taiwan Index | | | Sep-22 | | | | 160 | | | | 8,364,800 | | | | (158,002 | ) |
FTSE/MIB Index | | | Sep-22 | | | | 60 | | | | 6,502,457 | | | | (244,717 | ) |
IBEX 35 Index | | | Sep-22 | | | | 57 | | | | 4,519,868 | | | | (353,771 | ) |
ICE Three Month SONIA Index Futures | | | Sep-23 | | | | 48 | | | | 13,334,650 | | | | (12,332 | ) |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-22 | | | | 80 | | | | 86,106,892 | | | | (359,752 | ) |
London Metals Exchange Aluminum | | | Sep-22 | | | | 579 | | | | 34,229,756 | | | | (3,059,369 | ) |
London Metals Exchange Aluminum | | | Dec-22 | | | | 553 | | | | 32,654,650 | | | | (1,114,066 | ) |
London Metals Exchange Copper | | | Sep-22 | | | | 301 | | | | 59,052,438 | | | | (4,752,270 | ) |
London Metals Exchange Copper | | | Dec-22 | | | | 188 | | | | 36,634,150 | | | | (1,248,066 | ) |
London Metals Exchange Zinc | | | Sep-22 | | | | 175 | | | | 15,437,188 | | | | 1,080,480 | |
London Metals Exchange Zinc | | | Dec-22 | | | | 109 | | | | 9,379,450 | | | | (22,856 | ) |
Low Sulphur Gasoil G Futures | | | Oct-22 | | | | 99 | | | | 10,644,975 | | | | (625,995 | ) |
Natural Gas | | | Oct-22 | | | | 22 | | | | 2,007,940 | | | | 2,727 | |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-22 | | | | 64 | | | | 12,954,328 | | | | (138,730 | ) |
NY Harbor Ultra-Low Sulfur Diesel | | | Oct-22 | | | | 89 | | | | 13,708,741 | | | | 384,240 | |
OMX Stockholm 30 Index | | | Sep-22 | | | | 1,041 | | | | 18,739,954 | | | | (1,115,463 | ) |
SGX Nifty 50 | | | Sep-22 | | | | 313 | | | | 10,961,260 | | | | (16,169 | ) |
Silver | | | Dec-22 | | | | 6 | | | | 536,460 | | | | (15,155 | ) |
Soybean | | | Nov-22 | | | | 247 | | | | 17,567,875 | | | | (281,221 | ) |
Soybean Meal | | | Dec-22 | | | | 57 | | | | 2,366,070 | | | | (48,589 | ) |
SPI 200 Index | | | Sep-22 | | | | 6 | | | | 709,022 | | | | (659 | ) |
Sugar No. 11 (World) | | | Oct-22 | | | | 269 | | | | 5,389,899 | | | | (139,222 | ) |
Topix Index | | | Sep-22 | | | | 1 | | | | 141,227 | | | | (509 | ) |
U.S. Treasury 5-Year Notes | | | Dec-22 | | | | 92 | | | | 10,195,469 | | | | (3,644 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 95 | | | | 12,905,156 | | | | (82,882 | ) |
WTI Crude | | | Oct-22 | | | | 19 | | | | 1,701,450 | | | | (30,556 | ) |
| | | | | | | | | | | | | | $ | (11,924,981 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
14
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Sep-23 | | | | 27 | | | $ | (6,614,195 | ) | | $ | 48,031 | |
90-DAY Bank Bill | | | Sep-23 | | | | 50 | | | | (33,881,836 | ) | | | 14,993 | |
90-Day Euro | | | Dec-23 | | | | 1,834 | | | | (441,375,025 | ) | | | 462,520 | |
Bank Acceptance | | | Dec-23 | | | | 85 | | | | (15,513,382 | ) | | | 30,819 | |
Brent Crude | | | Dec-22 | | | | 18 | | | | (1,695,780 | ) | | | 37,429 | |
Canadian 10-Year Bond | | | Dec-22 | | | | 1,099 | | | | (104,255,842 | ) | | | 448,007 | |
Cattle Feeder Futures | | | Oct-22 | | | | 76 | | | | (6,972,050 | ) | | | 138,113 | |
Cocoa | | | Dec-22 | | | | 742 | | | | (17,904,460 | ) | | | (96,101 | ) |
Copper | | | Dec-22 | | | | 104 | | | | (9,148,100 | ) | | | 352,023 | |
DAX Index | | | Sep-22 | | | | 83 | | | | (26,789,598 | ) | | | 663,462 | |
Euro BUXL 30-Year Bond Futures | | | Sep-22 | | | | 46 | | | | (7,609,113 | ) | | | 262,426 | |
Euro Stoxx 50 | | | Sep-22 | | | | 975 | | | | (34,490,036 | ) | | | 678,022 | |
Euro-BTP | | | Sep-22 | | | | 24 | | | | (2,882,450 | ) | | | 157,110 | |
Euro-Oat | | | Sep-22 | | | | 50 | | | | (6,935,191 | ) | | | 158,972 | |
Euro-Schatz | | | Sep-22 | | | | 499 | | | | (54,464,902 | ) | | | 152,950 | |
FTSE 100 Index | | | Sep-22 | | | | 217 | | | | (18,370,924 | ) | | | 167,351 | |
FTSE/JSE TOP 40 | | | Sep-22 | | | | 50 | | | | (1,773,568 | ) | | | 45,666 | |
Gasoline RBOB | | | Oct-22 | | | | 99 | | | | (10,107,266 | ) | | | 537,633 | |
Gold 100 Oz | | | Dec-22 | | | | 244 | | | | (42,119,280 | ) | | | 786,650 | |
Hang Seng China Enterprises Index | | | Sep-22 | | | | 31 | | | | (1,346,452 | ) | | | 15,527 | |
Hang Seng Index | | | Sep-22 | | | | 144 | | | | (18,185,534 | ) | | | (167,922 | ) |
iShares MSCI EAFE ETF | | | Sep-22 | | | | 24 | | | | (2,192,520 | ) | | | 108,644 | |
Kansas City Hard Red Winter Wheat | | | Dec-22 | | | | 119 | | | | (5,429,375 | ) | | | (251,791 | ) |
Live Cattle | | | Oct-22 | | | | 80 | | | | (4,562,400 | ) | | | 22,054 | |
London Metals Exchange Aluminum | | | Sep-22 | | | | 579 | | | | (34,229,756 | ) | | | 2,085,887 | |
London Metals Exchange Aluminum | | | Dec-22 | | | | 596 | | | | (35,193,800 | ) | | | 1,116,389 | |
London Metals Exchange Copper | | | Sep-22 | | | | 301 | | | | (59,052,437 | ) | | | 4,824,613 | |
London Metals Exchange Copper | | | Dec-22 | | | | 210 | | | | (40,921,125 | ) | | | 755,995 | |
London Metals Exchange Zinc | | | Sep-22 | | | | 175 | | | | (15,437,188 | ) | | | (353,181 | ) |
London Metals Exchange Zinc | | | Dec-22 | | | | 66 | | | | (5,679,300 | ) | | | 209,603 | |
Long Gilt | | | Dec-22 | | | | 64 | | | | (8,024,442 | ) | | | 200,418 | |
MSCI Emerging Markets Index | | | Sep-22 | | | | 48 | | | | (2,356,560 | ) | | | 81,302 | |
MSCI Singapore Exchange ETS | | | Sep-22 | | | | 259 | | | | (5,350,696 | ) | | | 89,718 | |
Nasdaq 100 E-Mini | | | Sep-22 | | | | 10 | | | | (2,457,050 | ) | | | 6,388 | |
Palladium | | | Dec-22 | | | | 24 | | | | (4,989,360 | ) | | | (134,619 | ) |
Platinum | | | Oct-22 | | | | 132 | | | | (5,458,200 | ) | | | 296,364 | |
Russell 2000 E-Mini | | | Sep-22 | | | | 76 | | | | (7,009,480 | ) | | | (88,237 | ) |
S&P 500 E-Mini | | | Sep-22 | | | | 63 | | | | (12,462,975 | ) | | | 159,024 | |
S&P Mid 400 E-Mini | | | Sep-22 | | | | 41 | | | | (9,964,230 | ) | | | (239,460 | ) |
S&P/TSX 60 Index | | | Sep-22 | | | | 79 | | | | (14,015,305 | ) | | | 425,014 | |
Soybean Oil | | | Dec-22 | | | | 41 | | | | (1,660,008 | ) | | | (23,923 | ) |
U.S. Treasury 10-Year Notes | | | Dec-22 | | | | 448 | | | | (52,374,000 | ) | | | 181,361 | |
U.S. Treasury 2-Year Notes | | | Dec-22 | | | | 2,031 | | | | (423,114,424 | ) | | | 1,129,076 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-22 | | | | 40 | | | | (5,980,000 | ) | | | (10,430 | ) |
Wheat | | | Dec-22 | | | | 254 | | | | (10,560,050 | ) | | | (349,792 | ) |
| | | | | | | | | | | | | | $ | 15,134,098 | |
Total Futures Contracts | | | | | | | | | | | | | | $ | 3,209,117 | |
The accompanying notes are an integral part of the consolidated financial statements.
15
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2022
Forward foreign currency contracts outstanding as of August 31, 2022 were as follows:
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 492,150,000 | | | | | | USD | | | 342,701,981 | | | | | | | | Sep 21 2022 | | | | UBS | | | $ | (5,832,787 | ) |
BRL | | | 272,100,000 | | | | | | USD | | | 52,367,764 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (337,578 | ) |
CAD | | | 893,200,000 | | | | | | USD | | | 694,455,774 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (14,470,888 | ) |
CHF | | | 25,350,000 | | | | | | USD | | | 26,326,986 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (349,281 | ) |
CLP | | | 35,010,000,000 | | | | | | USD | | | 38,486,226 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 420,240 | |
CLP | | | 12,060,000,000 | | | | | | USD | | | 13,367,970 | | | | | | | | Dec 21 2022 | | | | UBS | | | | (213,853 | ) |
CNH | | | 237,900,000 | | | | | | USD | | | 35,350,713 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (903,741 | ) |
COP | | | 237,300,000,000 | | | | | | USD | | | 55,620,437 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (2,215,593 | ) |
CZK | | | 1,359,600,000 | | | | | | USD | | | 56,560,502 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (960,179 | ) |
EUR | | | 314,900,000 | | | | | | USD | | | 324,756,128 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (7,849,281 | ) |
GBP | | | 252,050,000 | | | | | | USD | | | 306,832,215 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (13,906,317 | ) |
HUF | | | 23,277,000,000 | | | | | | USD | | | 59,020,041 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (922,494 | ) |
IDR | | | 857,150,000,000 | | | | | | USD | | | 57,731,773 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (24,835 | ) |
INR | | | 6,830,000,000 | | | | | | USD | | | 85,851,798 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (57,031 | ) |
JPY | | | 36,502,500,000 | | | | | | USD | | | 270,275,512 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (7,084,577 | ) |
KRW | | | 18,930,000,000 | | | | | | USD | | | 14,604,983 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (447,515 | ) |
MXN | | | 2,292,900,000 | | | | | | USD | | | 113,241,948 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 105,763 | |
NOK | | | 1,319,400,000 | | | | | | USD | | | 134,469,672 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (1,651,938 | ) |
NZD | | | 562,750,000 | | | | | | USD | | | 352,994,471 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (8,691,658 | ) |
PHP | | | 3,279,750,000 | | | | | | USD | | | 59,398,525 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (1,019,615 | ) |
PLN | | | 287,775,000 | | | | | | USD | | | 63,384,548 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (2,368,309 | ) |
SEK | | | 524,250,000 | | | | | | USD | | | 51,023,420 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (1,792,812 | ) |
SGD | | | 143,769,000 | | | | | | USD | | | 103,478,408 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (590,068 | ) |
TWD | | | 1,116,000,000 | | | | | | USD | | | 37,428,909 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (726,650 | ) |
USD | | | 373,496,710 | | | | | | AUD | | | 535,600,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 6,886,652 | |
USD | | | 34,584,927 | | | | | | BRL | | | 184,400,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (675,515 | ) |
USD | | | 787,382,146 | | | | | | CAD | | | 1,016,900,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 13,225,597 | |
USD | | | 49,018,245 | | | | | | CHF | | | 47,050,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 803,215 | |
USD | | | 38,480,438 | | | | | | CLP | | | 35,010,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (426,027 | ) |
USD | | | 49,920,449 | | | | | | CNH | | | 336,500,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 1,196,590 | |
USD | | | 44,322,187 | | | | | | COP | | | 189,030,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 1,780,604 | |
USD | | | 78,154,665 | | | | | | CZK | | | 1,908,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 127,733 | |
USD | | | 477,258,420 | | | | | | EUR | | | 463,100,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 11,207,099 | |
USD | | | 276,960,225 | | | | | | GBP | | | 228,150,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 11,810,280 | |
USD | | | 46,376,899 | | | | | | HUF | | | 18,318,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 656,623 | |
USD | | | 44,452,658 | | | | | | IDR | | | 660,625,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (23,391 | ) |
USD | | | 101,333,192 | | | | | | INR | | | 8,059,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 100,391 | |
USD | | | 339,561,230 | | | | | | JPY | | | 45,340,500,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 12,646,400 | |
USD | | | 48,292,985 | | | | | | KRW | | | 61,890,000,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 2,006,366 | |
USD | | | 73,221,485 | | | | | | MXN | | | 1,506,900,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | (1,270,933 | ) |
USD | | | 118,651,546 | | | | | | NOK | | | 1,144,350,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 3,455,264 | |
USD | | | 331,938,049 | | | | | | NZD | | | 523,800,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 11,465,701 | |
USD | | | 64,190,132 | | | | | | PHP | | | 3,559,500,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 831,727 | |
USD | | | 86,942,224 | | | | | | PLN | | | 402,375,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 1,627,624 | |
USD | | | 131,233,336 | | | | | | SEK | | | 1,333,350,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 6,022,786 | |
USD | | | 167,692,388 | | | | | | SGD | | | 232,305,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 1,443,225 | |
USD | | | 86,358,287 | | | | | | TWD | | | 2,527,200,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 3,245,430 | |
USD | | | 82,870,903 | | | | | | ZAR | | | 1,384,200,000 | | | | | | | | Sep 21 2022 | | | | UBS | | | | 2,216,642 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2022
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
ZAR | | | 1,295,800,000 | | | | | | USD | | | 78,533,769 | | | | | | | | Sep 21 2022 | | | | UBS | | | $ | (3,030,380 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | | | $ | 15,438,706 | |
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 | | SEK | Swedish Krona |
EUR | Euro | | SGD | Singapore Dollar |
GBP | British Pound | | TWD | Taiwan New Dollar |
HUF | Hungarian Forint | | UBS | Union Bank of Switzerland |
IDR | Indonesian Rupiah | | USD | United States Dollar |
INR | Indian Rupee | | 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, 2022
ASSETS | | | | |
Investments, at value (cost $551,295,249) | | $ | 550,746,217 | |
Foreign currency deposits with broker for future contracts (cost $1,718,530) | | | 1,739,313 | |
Deposits with brokers: | | | | |
Futures contracts | | | 41,031,287 | |
Forward foreign currency contracts | | | 15,254,702 | |
Unrealized appreciation on forward foreign currency contracts | | | 93,281,952 | |
Unrealized appreciation on futures contracts | | | 20,567,031 | |
Receivable for capital shares sold | | | 10,127,632 | |
Interest receivable | | | 141,288 | |
Prepaid expenses and other assets | | | 56,696 | |
Total assets | | | 732,946,118 | |
LIABILITIES | | | | |
Unrealized depreciation on forward foreign currency contracts | | | 77,843,246 | |
Unrealized depreciation on futures contracts | | | 17,357,914 | |
Payable for: | | | | |
Advisory fees | | | 792,572 | |
Capital shares redeemed | | | 600,549 | |
Other accrued expenses and liabilities | | | 77,719 | |
Total liabilities | | | 96,672,000 | |
Net assets | | $ | 636,274,118 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 59,236 | |
Paid-in capital | | | 598,113,009 | |
Total distributable earnings/(loss) | | | 38,101,873 | |
Net assets | | $ | 636,274,118 | |
CAPITAL SHARES: | | | | |
Class A Shares: | | | | |
Net assets applicable to Class A Shares | | $ | 65,548,634 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 6,157,288 | |
Net asset value and redemption price per share | | $ | 10.65 | |
Maximum offering price per share (100/96.5 of $10.65) | | $ | 11.04 | |
| | | | |
Class C Shares: | | | | |
Net assets applicable to Class C Shares | | $ | 15,653,593 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,562,208 | |
Net asset value, offering and redemption price per share | | $ | 10.02 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to Class I Shares | | $ | 555,071,891 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 51,516,102 | |
Net asset value, offering and redemption price per share | | $ | 10.77 | |
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, 2022
INVESTMENT INCOME | | | | |
Interest | | $ | 2,087,594 | |
Total investment income | | | 2,087,594 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 4,406,185 | |
Transfer agent fees (Note 2) | | | 309,608 | |
Distribution fees - Class A Shares | | | 146,349 | |
Distribution fees - Class C Shares | | | 27,469 | |
Administration and accounting fees (Note 2) | | | 112,185 | |
Registration and filing fees | | | 62,304 | |
Audit and tax service fees | | | 57,006 | |
Legal fees | | | 38,314 | |
Officer fees | | | 27,217 | |
Director fees | | | 20,559 | |
Printing and shareholder reporting fees | | | 19,370 | |
Custodian fees (Note 2) | | | 12,458 | |
Interest expense | | | 4,206 | |
Other expenses | | | 24,732 | |
Total expenses before waivers and/or reimbursements net of amounts recouped | | | 5,267,962 | |
Less: waivers and reimbursements (Note 2) | | | (388,264 | ) |
Net expenses after waivers and/or reimbursements | | | 4,879,698 | |
Net investment income/(loss) | | | (2,792,104 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
Net realized gain/(loss) from: | | | | |
Investments | | | — | |
Futures contracts | | | 37,847,364 | |
Foreign currency transactions | | | 8,888 | |
Forward foreign currency contracts | | | 12,581,346 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (544,751 | ) |
Futures contracts | | | 2,646,961 | |
Foreign currency translations | | | (632,656 | ) |
Forward foreign currency contracts | | | 17,753,047 | |
Net realized and unrealized gain/(loss) on investments | | | 69,660,199 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 66,868,095 | |
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, 2022 | | | For the Year Ended August 31, 2021 | |
Increase/(Decrease) in Net Assets From Operations: |
Net investment income/(loss) | | $ | (2,792,104 | ) | | $ | (2,350,654 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 50,437,598 | | | | 19,865,730 | |
Net change in unrealized appreciation/(depreciation) on investments, future contracts, foreign currency translation and forward foreign currency contracts | | | 19,222,601 | | | | 1,872,596 | |
Net increase/(decrease) in net assets resulting from operations | | | 66,868,095 | | | | 19,387,672 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: |
Total distributable earnings | | | (10,151,201 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (10,151,201 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 53,370,788 | | | | 2,308,824 | |
Proceeds from Class A exchange(1) | | | — | | | | 1,359,037 | |
Proceeds from reinvestment of distributions | | | 840,478 | | | | — | |
Shares redeemed | | | (6,522,289 | ) | | | (2,953,649 | ) |
Total from Class A Shares | | | 47,688,977 | | | | 714,212 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 5,670,775 | | | | 754,588 | |
Proceeds from reinvestment of distributions | | | 635,536 | | | | — | |
Shares redeemed | | | (1,834,074 | ) | | | (2,022,531 | ) |
Total from Class C Shares | | | 4,472,237 | | | | (1,267,943 | ) |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 494,892,554 | | | | 27,131,524 | |
Proceeds from reinvestment of distributions | | | 8,403,372 | | | | — | |
Shares redeemed | | | (116,914,962 | ) | | | (39,760,338 | ) |
Total from Class I Shares | | | 386,380,964 | | | | (12,628,814 | ) |
Class P Shares | | | | | | | | |
Proceeds from shares sold | | | — | | | | 298 | |
Proceeds from reinvestment of distributions | | | — | | | | — | |
Shares redeemed | | | — | | | | (206,759 | ) |
Shares redeemed from exchange to Class A(1) | | | — | | | | (1,359,037 | ) |
Total from Class P Shares | | | — | | | | (1,565,498 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 438,542,178 | | | | (14,748,043 | ) |
Total increase/(decrease) in net assets | | | 495,259,072 | | | | 4,639,629 | |
(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.
20
Campbell Systematic Macro Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
Net Assets: | | | | | | | | |
Beginning of period | | $ | 141,015,046 | | | $ | 136,375,417 | |
End of period | | $ | 636,274,118 | | | $ | 141,015,046 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 5,296,683 | | | | 266,755 | |
Shares exchanged from Class P(1) | | | — | | | | 170,620 | |
Shares reinvested | | | 103,635 | | | | — | |
Shares redeemed | | | (683,187 | ) | | | (370,683 | ) |
Total from Class A Shares | | | 4,717,131 | | | | 66,692 | |
Class C Shares | | | | | | | | |
Shares sold | | | 604,995 | | | | 94,281 | |
Shares reinvested | | | 82,860 | | | | — | |
Shares redeemed | | | (208,784 | ) | | | (259,840 | ) |
Total from Class C Shares | | | 479,071 | | | | (165,559 | ) |
Class I Shares | | | | | | | | |
Shares sold | | | 48,866,179 | | | | 3,267,371 | |
Shares reinvested | | | 1,026,053 | | | | — | |
Shares redeemed | | | (11,782,155 | ) | | | (4,947,584 | ) |
Total from Class I Shares | | | 38,110,077 | | | | (1,680,213 | ) |
Class P Shares | | | | | | | | |
Shares sold | | | — | | | | 38 | |
Shares reinvested | | | — | | | | — | |
Shares redeemed | | | — | | | | (26,237 | ) |
Shares exchanged into Class A(1) | | | — | | | | (164,862 | ) |
Total from Class P Shares | | | — | | | | (191,061 | ) |
Net increase/(decrease) in shares outstanding | | | 43,306,279 | | | | (1,970,141 | ) |
(1) | 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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 8.76 | | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | | | $ | 10.13 | |
Net investment income/(loss)(3) | | | (0.11 | ) | | | (0.16 | ) | | | (0.07 | ) | | | — | (4) | | | (0.03 | ) | | | (0.04 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (5) | | | 2.57 | | | | 1.37 | | | | (0.76 | ) | | | 1.45 | | | | 0.16 | | | | (0.73 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.46 | | | | 1.21 | | | | (0.83 | ) | | | 1.45 | | | | 0.13 | | | | (0.77 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.48 | ) | | | — | | | | (0.79 | ) | | | (1.13 | ) | | | — | | | | — | |
Net realized capital gain | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.57 | ) | | | — | | | | (1.43 | ) | | | (1.13 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 10.65 | | | $ | 8.76 | | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | |
Total investment return (6) | | | 30.09 | % | | | 16.03 | % | | | (8.86 | )%(7) | | | 17.73 | % | | | 1.39 | % | | | (7.60 | )% |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 65,549 | | | $ | 12,613 | | | $ | 10,365 | | | $ | 12,895 | | | $ | 14,744 | | | $ | 24,092 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (10) | | | 2.00 | % | | | 2.03 | % | | | 2.15 | %(8) | | | 2.12 | % | | | 1.58 | % | | | 1.15 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (9)(11) | | | 2.16 | % | | | 2.36 | % | | | 2.51 | %(8) | | | 2.54 | % | | | 1.96 | % | | | 1.33 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.32 | )% | | | (1.93 | )% | | | (0.93 | )%(8) | | | (0.03 | )% | | | (0.32 | )% | | | (0.45 | )% |
Portfolio turnover rate (12) | | | 0 | % | | | 0 | % | | | 0 | %(7) | | | 15 | % | | | 122 | % | | | 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, 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% | 2.00% | 2.12% | 2.07% | 1.58% | 1.15% |
(11) Ratio of gross expenses to average net assets excluding interest expense(9) | 2.16% | 2.33% | 2.48% | 2.49% | 1.96% | 1.33% |
(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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 8.38 | | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | | | $ | 9.98 | |
Net investment income/(loss)(3) | | | (0.20 | ) | | | (0.21 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.10 | ) | | | (0.11 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | 2.45 | | | | 1.31 | | | | (0.74 | ) | | | 1.42 | | | | 0.15 | | | | (0.72 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.25 | | | | 1.10 | | | | (0.86 | ) | | | 1.35 | | | | 0.05 | | | | (0.83 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.52 | ) | | | — | | | | (0.73 | ) | | | (1.04 | ) | | | — | | | | — | |
Net realized capital gain | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.61 | ) | | | — | | | | (1.37 | ) | | | (1.04 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 10.02 | | | $ | 8.38 | | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | |
Total investment return (5) | | | 29.13 | % | | | 15.11 | % | | | (9.49 | )%(6) | | | 16.88 | % | | | 0.55 | % | | | (8.32 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 15,654 | | | $ | 9,079 | | | $ | 9,087 | | | $ | 13,237 | | | $ | 15,676 | | | $ | 22,792 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (9) | | | 2.75 | % | | | 2.78 | % | | | 2.88 | %(7) | | | 2.87 | % | | | 2.35 | % | | | 1.90 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (8)(10) | | | 2.91 | % | | | 3.11 | % | | | 3.27 | %(7) | | | 3.29 | % | | | 2.74 | % | | | 2.08 | % |
Ratio of net investment income/(loss) to average net assets | | | (2.07 | )% | | | (2.67 | )% | | | (1.65 | )%(7) | | | (0.78 | )% | | | (1.05 | )% | | | (1.19 | )% |
Portfolio turnover rate (11) | | | 0 | % | | | 0 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 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, 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% | 2.75% | 2.85% | 2.82% | 2.35% | 1.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 2.91% | 3.08% | 3.24% | 3.24% | 2.74% | 2.08% |
(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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 8.90 | | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | | | $ | 10.20 | |
Net investment income/(loss)(3) | | | (0.09 | ) | | | (0.14 | ) | | | (0.07 | ) | | | 0.02 | | | | (0.01 | ) | | | (0.02 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | 2.59 | | | | 1.39 | | | | (0.77 | ) | | | 1.48 | | | | 0.16 | | | | (0.74 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.50 | | | | 1.25 | | | | (0.84 | ) | | | 1.50 | | | | 0.15 | | | | (0.76 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.54 | ) | | | — | | | | (0.80 | ) | | | (1.16 | ) | | | — | | | | — | |
Net realized capital gain | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.63 | ) | | | — | | | | (1.44 | ) | | | (1.16 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 10.77 | | | $ | 8.90 | | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | |
Total investment return (5) | | | 30.35 | % | | | 16.34 | % | | | (8.75 | )%(6) | | | 18.17 | % | | | 1.59 | % | | | (7.45 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 555,072 | | | $ | 119,324 | | | $ | 115,431 | | | $ | 51,067 | | | $ | 89,456 | | | $ | 279,212 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (9) | | | 1.75 | % | | | 1.78 | % | | | 1.88 | %(7) | | | 1.84 | % | | | 1.30 | % | | | 0.90 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (8)(10) | | | 1.91 | % | | | 2.11 | % | | | 2.24 | %(7) | | | 2.28 | % | | | 1.64 | % | | | 1.07 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.07 | )% | | | (1.68 | )% | | | (0.91 | )%(7) | | | 0.23 | % | | | (0.10 | )% | | | (0.20 | )% |
Portfolio turnover rate (11) | | | 0 | % | | | 0 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 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, 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% | 1.75% | 1.85% | 1.80% | 1.30% | 0.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 1.91% | 2.08% | 2.21% | 2.24% | 1.64% | 1.07% |
(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, 2022
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 forty-eight 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 the 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 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2022 (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, 2022
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 $27,061,176, which represented 4.25% 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 | | $ | 550,746,217 | | | $ | 550,746,217 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 14,818,811 | | | | 14,818,811 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,460,756 | | | | 2,460,756 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 3,287,464 | | | | 3,287,464 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 93,281,952 | | | | — | | | | 93,281,952 | | | | — | |
Total Assets | | $ | 664,595,200 | | | $ | 571,313,248 | | | $ | 93,281,952 | | | $ | — | |
26
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (12,546,773 | ) | | $ | (12,546,773 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (2,764,049 | ) | | | (2,764,049 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (2,047,092 | ) | | | (2,047,092 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (77,843,246 | ) | | | — | | | | (77,843,246 | ) | | | — | |
Total Liabilities | | $ | (95,201,160 | ) | | $ | (17,357,914 | ) | | $ | (77,843,246 | ) | | $ | — | |
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, 2022
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 | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Asset Derivatives |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | $ | 14,818,811 | | | $ | 2,460,756 | | | $ | 3,287,464 | | | $ | — | | | $ | 20,567,031 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 93,281,952 | | | | 93,281,952 | |
Total Value - Assets | | | | | | $ | 14,818,811 | | | $ | 2,460,756 | | | $ | 3,287,464 | | | $ | 93,281,952 | | | $ | 113,848,983 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (12,546,773 | ) | | $ | (2,764,049 | ) | | $ | (2,047,092 | ) | | $ | — | | | $ | (17,357,914 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (77,843,246 | ) | | | (77,843,246 | ) |
Total Value - Liabilities | | | | | | $ | (12,546,773 | ) | | $ | (2,764,049 | ) | | $ | (2,047,092 | ) | | $ | (77,843,246 | ) | | $ | (95,201,160 | ) |
(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 | | | $ | 14,027,965 | | | $ | 5,563,329 | | | $ | 18,256,070 | | | $ | — | | | $ | 37,847,364 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 12,581,346 | | | | 12,581,346 | |
Total Realized Gain/(Loss) | | | $ | 14,027,965 | | | $ | 5,563,329 | | | $ | 18,256,070 | | | $ | 12,581,346 | | | $ | 50,428,710 | |
28
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | | | $ | 2,289,555 | | | $ | (1,378,173 | ) | | $ | 1,735,579 | | | $ | — | | | $ | 2,646,961 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 17,753,047 | | | | 17,753,047 | |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | 2,289,555 | | | $ | (1,378,173 | ) | | $ | 1,735,579 | | | $ | 17,753,047 | | | $ | 20,400,008 | |
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) |
$645,230,367 | $(884,403,007) | $(3,946,544,140) | $3,951,706,271 |
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, 2022
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 | | $ | 93,281,952 | | | $ | (77,843,246 | ) | | $ | — | | | $ | 15,438,706 | | | | | | | $ | 77,843,246 | | | $ | 77,843,246 | | | $ | — | | | $ | — | |
(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 The RBB Fund Trust (formerly, 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.
30
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
For tax purposes, the Subsidiary is an exempted Cayman Islands investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the consolidated financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Consolidated Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Consolidated Statement of Operations.
Currency Risk — Investment in foreign securities involves currency risk associated with securities that trade or are denominated in currencies other than the U.S. dollar and which may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. dollar relative to a foreign currency may cause the U.S. dollar value of an investment in that country to decline. Foreign currencies also are subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Forward foreign currency exchange contracts may limit potential gains from a favorable change in value between the U.S. dollar and foreign currencies. Unanticipated changes in currency pricing may result in poorer overall performance for the Fund than if it had not engaged in these contracts.
Commodity Sector Risk — Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked securities in which the Fund invests may be issued by companies in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Foreign Securities Market Risk — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Counterparty Risk — The derivative contracts entered into by the Fund or its Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over
31
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 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.
Ukraine-Russia Conflict Risk — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related
32
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Campbell & Company Investment Adviser LLC (“Campbell” or the “Adviser”) serves as the investment adviser to the Fund. The Adviser is a wholly-owned subsidiary of Campbell & Company, L.P. The Fund 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 March 2, 2023 and may not be terminated without the approval of the Board. The Adviser may discontinue this arrangement at any time after March 2, 2023.
| 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.
33
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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 | Recoupments | Net Advisory Fees |
$4,406,185 | $(392,091) | $3,827 | $4,017,921 |
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.
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
Expiration |
August 31, 2023 | August 31, 2024 | August 31, 2025 | Total |
$74,409 | $438,636 | $392,091 | $905,136 |
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President,
34
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Consolidated Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, there were no purchases and sales of investment securities (excluding short-term investments and derivative transactions) or long-term U.S. Government securities by the Fund.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the consolidated financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2022, 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) |
$575,071,353 | $30,680,816 | $(40,460,779) | $(9,779,963) |
(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, 2022, primarily attributable to investments in wholly-owned controlled foreign corporation were reclassified among the following accounts:
Distributable Earnings/(Loss) | PAID-IN CAPITAL |
$(14,110,248) | $14,110,248 |
As of August 31, 2022, 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 Temporary Differences | Unrealized Appreciation/ (Depreciation) |
$42,343,982 | $30,737,246 | $— | $— | $(2,861,646) | $(32,117,709) |
35
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2022
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, 2022 and August 31, 2021 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2022 | $8,660,018 | $1,491,183 | $10,151,201 |
2021 | $— | $— | $— |
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, 2022. As of August 31, 2022, 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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.
36
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2022
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.
37
Campbell Systematic Macro Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders of Campbell Systematic Macro Fund
and Board of Directors of The RBB Fund, Inc.
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, 2022, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the two years in the period then ended and the period from October 1, 2019 through 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, 2022, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the two years in the period then ended and the period from October 1, 2019 through August 31, 2020, in conformity with U.S. generally accepted accounting principles.
The consolidated 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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 28, 2022
38
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2022. During the year ended August 31, 2022, the Fund paid $8,660,018 of ordinary income distributions and $1,491,183 of long-term capital gain 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 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 2023.
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.
39
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 11-12, 2022 (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, and the Cayman Subsidiary Investment Advisory Agreement between Campbell & Company Investment Adviser LLC and Campbell Systematic Macro Offshore Limited with respect to the Campbell Systematic Macro 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, one-year, three-year, five-year and since-inception periods, each ended March 31, 2022. The Directors noted that the Fund ranked in the 1st quintile within its Lipper Performance Group for the one-year, two-year, three-year, four-year, and five-year periods ended December 31, 2021.
40
Campbell Systematic Macro Fund
Other Information (Concluded)
(Unaudited)
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) was compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that Campbell had contractually agreed to waive management fees and reimburse expenses through at least March 2, 2023 for the Fund to limit total annual operating expenses to agreed upon levels for the Fund.
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.
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 Agreement should be approved for an additional annual period ending August 16, 2023.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Adviser Program. The Adviser has delegated oversight of the Adviser Program to its Liquidity Risk Management Committee, whose process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) confirmation that the Fund did not breach 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) during the Period 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 the 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 the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
41
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm) |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
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 |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | Since August 2022 | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
43
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 |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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 |
44
Campbell Systematic Macro Fund
Company Management (Concluded)
(Unaudited)
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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
45
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 |
46
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. |
47
Campbell Systematic Macro Fund
Affirmation of the Commodity Pool Operator
August 31, 2022
To the best of the knowledge and belief of the undersigned, the information contained in the Annual Report for the year ended August 31, 2022 is accurate and complete.
| |
| Kevin D. Cole, Chief Executive Officer & Chief Investment Officer Campbell & Company, LP CAMPBELL SYSTEMATIC MACRO FUND |
48
[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-AR22
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, 2022
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.
FREE MARKET FUNDS
ANNUAL INVESTMENT ADVISER’S REPORT
August 31, 2022 (Unaudited)
Free Market U.S. Equity Fund
The twelve-month period ended August 31, 2022 saw periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have continued to include coverage of the COVID-19 pandemic and the availability of vaccine boosters and shortened quarantine periods, post-pandemic global inflation, rising interest rates, rising commodity prices, and the Russia/Ukraine war. The performance of U.S. equities in 2022 has begun to reverse course from the beginning of 2021 and has experienced downturns with noticeable volatility.
For the twelve months ended August 31, 2022, the Free Market U.S. Equity Fund provided a total return of -6.77% at net asset value. This compares with a return of -15.54% 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. value stocks performed better than U.S. growth stocks during the period. The Russell 2000® Value Index returned -10.18%, and the Russell 1000® Value Index returned -6.23%.
Furthermore, for the same time-period, the Russell 2000® Index returned -17.88%, while the S&P 500® Index was down -11.23% for the twelve-month period ended August 31, 2022.
In summary, U.S. value stocks outperformed U.S. growth stocks and U.S. large cap stocks performed better than small cap stocks. Factors that contributed to the Fund’s overperformance compared to its benchmark can largely be explained by its tilt toward 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, 2022 (Unaudited)
Free Market International Equity Fund
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2022. U.S. equity markets outpaced international equity markets over the twelve months. 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 pre-pandemic normalcy in light of global inflation.
For the twelve months ended August 31, 2022, the Free Market International Equity Fund provided a total return of -15.63% at net asset value. This compares with a return of -18.56% 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 value stocks fared better than international growth stocks during the fiscal year. The MSCI EAFE Value Index decreased by -13.91%, while the MSCI EAFE Small Cap Value Index returned -21.10% and the MSCI Emerging Markets Index returned -21.80%. Furthermore, the MSCI EAFE Small Cap Index returned -25.98% for the twelve months ended August 31, 2022, while the MSCI EAFE Index returned -19.80% for the same period.
In summary, factors that contributed to the Fund’s overperformance compared to its benchmark can largely be explained by its tilt toward 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, 2022 (Unaudited)
Free Market Fixed Income Fund
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2022. 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 pre-pandemic normalcy in light of global inflation. Disruptions to economic activity continue to affect financial conditions. The U.S. Federal Reserve shift in monetary policy is in response to persistent high inflation. The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index, fell -11.52%, while the Bloomberg Global Aggregate Bond Index (hedged) returned -9.99% for the twelve-months ended August 31, 2022. 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, 2022, the Bloomberg U.S. Government/Credit 1-3 Years Index returned -4.03% 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 -20.57%.
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-months ended August 31, 2022, the Free Market Fixed Income Fund returned -6.51%. This compares with a return of -4.49% over the same period for the Fund’s benchmark, the FTSE World Government Bond 1-5 Year Currency Hedged U.S. Dollar Index.
The Free Market Fixed Income Fund performed as expected, and slightly underperformed its benchmark for the period. A contributing factor to the performance of the Fund compared to its benchmark was the Fund’s slightly lower exposure to certain global markets and exposure to shorter term maturities.
3
FREE MARKET FUNDS
ANNUAL INVESTMENT ADVISER’S REPORT (Continued)
August 31, 2022 (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® Index 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 U.S. 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 U.S. 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 U.S. 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 U.S. 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, twelve-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 U.S. 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, twelve-month forward earnings to price and dividend yield.
MSCI Emerging Markets Index captures large and mid-cap representation across 24 Emerging Markets (EM) countries**. With 1,387 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, 2022 (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 one to three years to maturity.
Morningstar Long-Term U.S. Government Bond Index includes U.S. Treasury and U.S. 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: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, 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, 2022 (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, 2012 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, 2022 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market U.S. Equity Fund | -6.77% | 8.07% | 10.70% | 8.60%(1) |
Russell 2500® Index | -15.54% | 8.54% | 10.96% | 8.50% |
Composite Index(2) | -11.37% | 8.45% | 10.90% | 7.85% |
(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 March 2, 2022, is 0.78% (included in the ratio is 0.23% 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 $21.07 per share on August 31, 2022.
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, 2022 (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, 2012 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, 2022 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market International Equity Fund | -15.63% | 0.29% | 5.06% | 2.47%(1) |
MSCI World (excluding U.S.) Index | -18.56% | 2.08% | 4.95% | 1.52% |
Composite Index(2) | -20.27% | 1.02% | 4.88% | 1.79% |
(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 March 2, 2022, is 0.91% (included in the ratio is 0.35% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on a decrease in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $9.66 per share on August 31, 2022.
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, 2022 (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, 2012 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, 2022 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market Fixed Income Fund | -6.51% | 0.23% | 0.40% | 1.16%(1) |
FTSE World Government Bond Index 1-5 Years | -4.49% | 0.87% | 1.12% | 1.75% |
Composite Index(2) | -5.80% | 0.78% | 0.95% | 1.80% |
(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 March 2, 2022, is 0.68% (included in the ratio is 0.12% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on a decrease in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $9.82 per share on August 31, 2022.
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, 2022 (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, 2022 through August 31, 2022, and held for the entire period.
Actual Expenses
The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical EXAMPLES for Comparison Purposes
The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second section of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning Account Value MARCH 1, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid* | Annualized Expense Ratio* | Actual Six-Month Total Investment Return for the Portfolio |
Actual | | | | | |
Free Market U.S. Equity Fund | $ 1,000.00 | $ 922.50 | $ 2.71 | 0.56% | -7.75% |
Free Market International Equity Fund | 1,000.00 | 865.60 | 2.63 | 0.56% | -13.44% |
Free Market Fixed Income Fund | 1,000.00 | 958.70 | 2.76 | 0.56% | -4.13% |
Hypothetical (5% return before expenses) | | | | | |
Free Market U.S. Equity Fund | $ 1,000.00 | $ 1,022.38 | $ 2.85 | 0.56% | 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, 2022 through August 31, 2022, 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, 2022 through August 31, 2022, 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 RATIO |
Free Market U.S. Equity Fund | 0.00% - 0.08% |
Free Market International Equity Fund | 0.00% - 0.17% |
Free Market Fixed Income Fund | 0.00% - 0.04% |
9
FREE MARKET FUNDS
FREE MARKET U.S. EQUITY FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
DOMESTIC EQUITY FUNDS — 99.9% | | | | |
iShares Core S&P 500 ETF | | | 536,203 | | | $ | 212,969,108 | |
iShares MSCI USA Value Factor ETF | | | 2,813,675 | | | | 259,983,570 | |
U.S. Large Cap Value Portfolio III (a) | | | 19,647,513 | | | | 536,180,623 | |
U.S. Large Cap Value Series (b) | | | 2,825,615 | | | | 180,161,241 | |
U.S. Large Company Portfolio (a) | | | 9,702,781 | | | | 273,715,453 | |
U.S. Micro Cap Portfolio (c) | | | 20,600,654 | | | | 493,385,662 | |
U.S. Small Cap Portfolio (c) | | | 12,201,607 | | | | 493,677,038 | |
U.S. Small Cap Value Portfolio (c) | | | 20,627,044 | | | | 838,076,817 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $2,172,495,137) | | | | | | | 3,288,149,512 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 3,500,208 | | | | 3,500,208 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,500,208) | | | | | | | 3,500,208 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $2,175,995,345) | | | | | | | 3,291,649,720 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 1,204,791 | |
NET ASSETS — 100.0% | | | | | | $ | 3,292,854,511 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 99.9 | % | | $ | 3,288,149,512 | |
Short-Term Investments | | | 0.1 | | | | 3,500,208 | |
Other Assets In Excess Of Liabilities | | | 0.0 | | | | 1,204,791 | |
NET ASSETS | | | 100.0 | % | | $ | 3,292,854,511 | |
* | Seven-day yield as of August 31, 2022. |
(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.
10
FREE MARKET FUNDS
FREE MARKET INTERNATIONAL EQUITY FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares/ Beneficial Interest | | | Value | |
INTERNATIONAL EQUITY FUNDS — 99.7% | | | | |
Canadian Small Company Series (a) | | | 2,108,704 | | | $ | 32,933,803 | |
DFA International Small Cap Value Portfolio (b) | | | 53,504,429 | | | | 953,448,926 | |
DFA International Value Portfolio III (c) | | | 25,752,044 | | | | 371,859,515 | |
DFA International Value Series (a) | | | 13,331,142 | | | | 342,743,672 | |
Emerging Markets Small Cap Portfolio (b) | | | 5,707,672 | | | | 121,402,191 | |
Emerging Markets Value Portfolio, Class Institutional (b) | | | 4,346,001 | | | | 120,471,158 | |
iShares Core MSCI EAFE ETF | | | 1,981,684 | | | | 115,512,360 | |
iShares Core MSCI Emerging Markets ETF | | | 2,611,663 | | | | 126,561,189 | |
iShares MSCI EAFE Small-Cap ETF | | | 3,737,990 | | | | 204,767,092 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $2,377,533,630) | | | | | | | 2,389,699,906 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.2% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 3,793,230 | | | | 3,793,230 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,793,230) | | | | | | | 3,793,230 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $2,381,326,860) | | | | | | | 2,393,493,136 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 1,883,609 | |
NET ASSETS — 100.0% | | | | | | $ | 2,395,376,745 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.7 | % | | $ | 2,389,699,906 | |
Short-Term Investments | | | 0.2 | | | | 3,793,230 | |
Other Assets In Excess Of Liabilities | | | 0.1 | | | | 1,883,609 | |
NET ASSETS | | | 100.0 | % | | $ | 2,395,376,745 | |
* | Seven-day yield as of August 31, 2022. |
(a) | A portfolio of DFA Investment Trust Company. |
(b) | A portfolio of DFA Investment Dimensions Group Inc. |
(c) | A portfolio of Dimensional Investment Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
11
FREE MARKET FUNDS
FREE MARKET FIXED INCOME FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
FIXED INCOME FUNDS — 99.3% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 39,717,515 | | | $ | 400,352,554 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 71,568,962 | | | | 687,777,725 | |
iShares 1-3 Year Treasury Bond ETF | | | 1,351,732 | | | | 111,234,026 | |
iShares 3-7 Year Treasury Bond ETF | | | 1,385,230 | | | | 163,304,765 | |
iShares Core International Aggregate Bond ETF | | | 8,220,799 | | | | 408,655,918 | |
iShares Intermediate-Term Corporate Bond ETF | | | 3,228,551 | | | | 164,236,389 | |
iShares Short-Term Corporate Bond ETF | | | 13,078,268 | | | | 659,275,490 | |
iShares TIPS Bond ETF | | | 1,200,755 | | | | 136,778,002 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $2,876,386,759) | | | | | | | 2,731,614,869 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.6% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 15,651,318 | | | | 15,651,318 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $15,651,318) | | | | | | | 15,651,318 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $2,892,038,077) | | | | | | | 2,747,266,187 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 1,897,330 | |
NET ASSETS — 100.0% | | | | | | $ | 2,749,163,517 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 99.3 | % | | $ | 2,731,614,869 | |
Short-Term Investments | | | 0.6 | | | | 15,651,318 | |
Other Assets In Excess Of Liabilities | | | 0.1 | | | | 1,897,330 | |
NET ASSETS | | | 100.0 | % | | $ | 2,749,163,517 | |
* | Seven-day yield as of August 31, 2022. |
(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.
12
FREE MARKET FUNDS
Statements of Assets and Liabilities
August 31, 2022
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $2,172,495,137, $2,377,533,630 and $2,876,386,759, respectively) | | $ | 3,288,149,512 | | | $ | 2,389,699,906 | | | $ | 2,731,614,869 | |
Short-term investments, at value (cost $3,500,208, $3,793,230 and $15,651,318, respectively) | | | 3,500,208 | | | | 3,793,230 | | | | 15,651,318 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 3,410,734 | | | | 3,359,738 | | | | 3,723,339 | |
Prepaid expenses and other assets | | | 123,574 | | | | 92,716 | | | | 136,237 | |
Total assets | | | 3,295,184,028 | | | | 2,396,945,590 | | | | 2,751,125,763 | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Advisory fees | | | 1,437,442 | | | | 1,035,855 | | | | 1,161,806 | |
Capital shares redeemed | | | 496,918 | | | | 242,503 | | | | 508,492 | |
Administration and accounting fees | | | 227,993 | | | | 165,187 | | | | 166,854 | |
Transfer agent fees | | | 17,345 | | | | 17,344 | | | | 16,735 | |
Other accrued expenses and liabilities | | | 149,819 | | | | 107,956 | | | | 108,359 | |
Total liabilities | | | 2,329,517 | | | | 1,568,845 | | | | 1,962,246 | |
Net assets | | $ | 3,292,854,511 | | | $ | 2,395,376,745 | | | $ | 2,749,163,517 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 156,301 | | | $ | 247,960 | | | $ | 279,892 | |
Paid-in capital | | | 1,936,630,347 | | | | 2,298,834,048 | | | | 2,893,022,264 | |
Total distributable earnings/(loss) | | | 1,356,067,863 | | | | 96,294,737 | | | | (144,138,639 | ) |
Net assets | | $ | 3,292,854,511 | | | $ | 2,395,376,745 | | | $ | 2,749,163,517 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 3,292,854,511 | | | $ | 2,395,376,745 | | | $ | 2,749,163,517 | |
Shares outstanding ($0.001 par value, 700,000,000 shares authorized) | | | 156,300,535 | | | | 247,960,241 | | | | 279,891,690 | |
Net asset value, offering and redemption price per share | | $ | 21.07 | | | $ | 9.66 | | | $ | 9.82 | |
The accompanying notes are an integral part of the financial statements.
13
FREE MARKET FUNDS
Statements of Operations
FOR THE YEAR ENDED August 31, 2022
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends from non-affiliated funds | | $ | 51,716,409 | | | $ | 94,327,003 | | | $ | 30,185,850 | |
Total investment income | | | 51,716,409 | | | | 94,327,003 | | | | 30,185,850 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 17,246,496 | | | | 12,779,566 | | | | 13,973,667 | |
Administration and accounting fees (Note 2) | | | 913,668 | | | | 673,729 | | | | 704,451 | |
Director fees | | | 324,916 | | | | 236,687 | | | | 233,903 | |
Officer fees | | | 209,722 | | | | 151,340 | | | | 155,314 | |
Legal Fees | | | 200,752 | | | | 147,284 | | | | 155,498 | |
Transfer agent fees (Note 2) | | | 159,475 | | | | 125,976 | | | | 130,157 | |
Printing and shareholder reporting fees | | | 129,544 | | | | 112,380 | | | | 112,042 | |
Custodian fees (Note 2) | | | 97,706 | | | | 75,392 | | | | 74,928 | |
Registration and filing fees | | | 48,045 | | | | 42,582 | | | | 48,899 | |
Audit and tax service fees | | | 33,906 | | | | 35,238 | | | | 33,916 | |
Other expenses | | | 151,882 | | | | 179,135 | | | | 102,670 | |
Total expenses | | | 19,516,112 | | | | 14,559,309 | | | | 15,725,445 | |
Net investment income/(loss) | | | 32,200,297 | | | | 79,767,694 | | | | 14,460,405 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 69,420,117 | | | | 7,650,063 | | | | (4,021,907 | ) |
Capital gain distributions from non-affiliated fund investments | | | 204,340,980 | | | | 11,500,191 | | | | 6,239,289 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | (532,671,620 | ) | | | (522,820,062 | ) | | | (207,628,479 | ) |
Net realized and unrealized gain/(loss) on investments | | | (258,910,523 | ) | | | (503,669,808 | ) | | | (205,411,097 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (226,710,226 | ) | | $ | (423,902,114 | ) | | $ | (190,950,692 | ) |
The accompanying notes are an integral part of the financial statements.
14
FREE MARKET U.S. EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 32,200,297 | | | $ | 34,543,502 | |
Net realized gain/(loss) from investments | | | 273,761,097 | | | | 117,878,423 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (532,671,620 | ) | | | 1,129,419,277 | |
Net increase/(decrease) in net assets resulting from operations | | | (226,710,226 | ) | | | 1,281,841,202 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (160,049,321 | ) | | | (50,706,505 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (160,049,321 | ) | | | (50,706,505 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 505,375,262 | | | | 432,642,543 | |
Reinvestment of distributions | | | 159,919,251 | | | | 50,687,033 | |
Shares redeemed | | | (620,998,823 | ) | | | (918,483,367 | ) |
Net increase/(decrease) in net assets from capital shares | | | 44,295,690 | | | | (435,153,791 | ) |
Total increase/(decrease) in net assets | | | (342,463,857 | ) | | | 795,980,906 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 3,635,318,368 | | | | 2,839,337,462 | |
End of period | | $ | 3,292,854,511 | | | $ | 3,635,318,368 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 22,341,943 | | | | 20,921,700 | |
Dividends and distributions reinvested | | | 6,724,947 | | | | 2,722,182 | |
Shares redeemed | | | (26,856,120 | ) | | | (46,351,977 | ) |
Net increase/(decrease) in shares outstanding | | | 2,210,770 | | | | (22,708,095 | ) |
The accompanying notes are an integral part of the financial statements.
15
FREE MARKET INTERNATIONAL EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 79,767,694 | | | $ | 41,367,092 | |
Net realized gain/(loss) from investments | | | 19,150,254 | | | | (5,700,840 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (522,820,062 | ) | | | 659,178,653 | |
Net increase/(decrease) in net assets resulting from operations | | | (423,902,114 | ) | | | 694,844,905 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (35,219,290 | ) | | | (70,369,565 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (35,219,290 | ) | | | (70,369,565 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 454,919,419 | | | | 362,663,494 | |
Reinvestment of distributions | | | 35,204,207 | | | | 70,361,038 | |
Shares redeemed | | | (317,838,272 | ) | | | (528,942,045 | ) |
Net increase/(decrease) in net assets from capital shares | | | 172,285,354 | | | | (95,917,513 | ) |
Total increase/(decrease) in net assets | | | (286,836,050 | ) | | | 528,557,827 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,682,212,795 | | | | 2,153,654,968 | |
End of period | | $ | 2,395,376,745 | | | $ | 2,682,212,795 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 42,243,193 | | | | 34,174,355 | |
Dividends and distributions reinvested | | | 3,107,167 | | | | 6,987,193 | |
Shares redeemed | | | (28,689,507 | ) | | | (51,989,791 | ) |
Net increase/(decrease) in shares outstanding | | | 16,660,853 | | | | (10,828,243 | ) |
The accompanying notes are an integral part of the financial statements.
16
FREE MARKET FIXED INCOME FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 14,460,405 | | | $ | 6,876,144 | |
Net realized gain/(loss) from investments | | | 2,217,382 | | | | 1,331,942 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (207,628,479 | ) | | | (753,197 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (190,950,692 | ) | | | 7,454,889 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (15,000,590 | ) | | | (17,950,325 | ) |
Return of capital | | | — | | | | (79,992 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (15,000,590 | ) | | | (18,030,317 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 561,502,718 | | | | 923,051,070 | |
Reinvestment of distributions | | | 14,991,009 | | | | 18,024,820 | |
Shares redeemed | | | (441,988,903 | ) | | | (417,799,422 | ) |
Net increase/(decrease) in net assets from capital shares | | | 134,504,824 | | | | 523,276,468 | |
Total increase/(decrease) in net assets | | | (71,446,458 | ) | | | 512,701,040 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,820,609,975 | | | | 2,307,908,935 | |
End of period | | $ | 2,749,163,517 | | | $ | 2,820,609,975 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 54,774,661 | | | | 87,481,192 | |
Dividends and distributions reinvested | | | 1,463,991 | | | | 1,703,385 | |
Shares redeemed | | | (43,490,265 | ) | | | (39,568,985 | ) |
Net increase/(decrease) in shares outstanding | | | 12,748,387 | | | | 49,615,592 | |
The accompanying notes are an integral part of the financial statements.
17
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 23.59 | | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | | | $ | 17.60 | |
Net investment income/(loss)(1) | | | 0.21 | | | | 0.21 | | | | 0.17 | | | | 0.17 | | | | 0.15 | |
Net realized and unrealized gain/(loss) on investments | | | (1.69 | ) | | | 7.62 | | | | — | (2) | | | (2.73 | ) | | | 3.34 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.48 | ) | | | 7.83 | | | | 0.17 | | | | (2.56 | ) | | | 3.49 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.41 | ) | | | (0.08 | ) | | | (0.16 | ) | | | (0.15 | ) | | | (0.20 | ) |
Net realized capital gains | | | (0.63 | ) | | | (0.22 | ) | | | (0.85 | ) | | | (0.76 | ) | | | (0.52 | ) |
Total dividends and distributions to shareholders | | | (1.04 | ) | | | (0.30 | ) | | | (1.01 | ) | | | (0.91 | ) | | | (0.72 | ) |
Net asset value, end of period | | $ | 21.07 | | | $ | 23.59 | | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | |
Total investment return/(loss)(3) | | | (6.77 | )% | | | 49.28 | % | | | 0.32 | % | | | (12.09 | )% | | | 20.11 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 3,292,855 | | | $ | 3,635,318 | | | $ | 2,839,337 | | | $ | 2,899,018 | | | $ | 3,413,559 | |
Ratio of expenses to average net assets(4) | | | 0.56 | % | | | 0.55 | % | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 0.92 | % | | | 1.05 | % | | | 1.05 | % | | | 0.96 | % | | | 0.76 | % |
Portfolio turnover rate | | | 7 | % | | | 5 | % | | | 14 | % | | | 7 | % | | | 2 | % |
(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.
18
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.60 | | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | | | $ | 10.97 | |
Net investment income/(loss)(1) | | | 0.34 | | | | 0.18 | | | | 0.19 | | | | 0.21 | | | | 0.22 | |
Net realized and unrealized gain/(loss) on investments | | | (2.13 | ) | | | 2.84 | | | | (0.13 | ) | | | (1.47 | ) | | | (0.10 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (1.79 | ) | | | 3.02 | | | | 0.06 | | | | (1.26 | ) | | | 0.12 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.15 | ) | | | (0.13 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.26 | ) |
Net realized capital gains | | | — | | | | (0.18 | ) | | | (0.12 | ) | | | (0.19 | ) | | | (0.11 | ) |
Total dividends and distributions to shareholders | | | (0.15 | ) | | | (0.31 | ) | | | (0.26 | ) | | | (0.37 | ) | | | (0.37 | ) |
Net asset value, end of period | | $ | 9.66 | | | $ | 11.60 | | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | |
Total investment return/(loss)(2) | | | (15.63 | )% | | | 34.43 | % | | | 0.30 | % | | | (11.66 | )% | | | 0.98 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,395,377 | | | $ | 2,682,213 | | | $ | 2,153,655 | | | $ | 2,154,908 | | | $ | 2,312,863 | |
Ratio of expenses to average net assets(3) | | | 0.56 | % | | | 0.56 | % | | | 0.58 | % | | | 0.58 | % | | | 0.57 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 3.08 | % | | | 1.70 | % | | | 2.13 | % | | | 2.22 | % | | | 1.93 | % |
Portfolio turnover rate | | | 2 | % | | | 5 | % | | | 28 | % | | | 4 | % | | | 3 | % |
(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.
19
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.56 | | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | | | $ | 10.36 | |
Net investment income/(loss)(1) | | | 0.05 | | | | 0.03 | | | | 0.15 | | | | 0.27 | | | | 0.10 | |
Net realized and unrealized gain/(loss) on investments | | | (0.74 | ) | | | — | (2) | | | 0.16 | | | | 0.24 | | | | (0.14 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (0.69 | ) | | | 0.03 | | | | 0.31 | | | | 0.51 | | | | (0.04 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.05 | ) | | | (0.05 | ) | | | (0.17 | ) | | | (0.26 | ) | | | (0.09 | ) |
Net realized capital gains | | | — | | | | (0.03 | ) | | | — | | | | — | (2) | | | (0.01 | ) |
Return of capital | | | — | | | | — | (2) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.05 | ) | | | (0.08 | ) | | | (0.17 | ) | | | (0.26 | ) | | | (0.10 | ) |
Net asset value, end of period | | $ | 9.82 | | | $ | 10.56 | | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | |
Total investment return/(loss)(3) | | | (6.51 | )% | | | 0.31 | % | | | 2.98 | % | | | 5.11 | % | | | (0.35 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,749,164 | | | $ | 2,820,610 | | | $ | 2,307,909 | | | $ | 2,748,593 | | | $ | 2,867,621 | |
Ratio of expenses to average net assets(4) | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 0.51 | % | | | 0.27 | % | | | 1.39 | % | | | 2.62 | % | | | 1.02 | % |
Portfolio turnover rate | | | 3 | % | | | 2 | % | | | 46 | % | | | 3 | % | | | 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.
20
FREE MARKET FUNDS
Notes to Financial Statements
August 31, 2022
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 forty-eight 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 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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 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.). |
21
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2022
| ● 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 | | $ | 3,288,149,512 | | | $ | 3,107,988,271 | | | $ | — | | | $ | — | | | $ | 180,161,241 | |
Short-Term Investments | | | 3,500,208 | | | | 3,500,208 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 3,291,649,720 | | | $ | 3,111,488,479 | | | $ | — | | | $ | — | | | $ | 180,161,241 | |
* | 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 | | $ | 2,389,699,906 | | | $ | 2,014,022,431 | | | $ | — | | | $ | — | | | $ | 375,677,475 | |
Short-Term Investments | | | 3,793,230 | | | | 3,793,230 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,393,493,136 | | | $ | 2,017,815,661 | | | $ | — | | | $ | — | | | $ | 375,677,475 | |
* | 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 VI Fund
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 2,731,614,869 | | | $ | 2,731,614,869 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investments | | | 15,651,318 | | | | 15,651,318 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,747,266,187 | | | $ | 2,747,266,187 | | | $ | — | | | $ | — | | | $ | — | |
* | 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. |
22
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2022
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 The RBB Fund Trust (formerly, 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.
23
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2022
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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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 | |
24
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2022
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 | |
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Free Market U.S. Equity Fund | | $ | 17,246,496 | |
Free Market International Equity Fund | | | 12,779,566 | |
Free Market Fixed Income Fund | | | 13,973,667 | |
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.
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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 | | $ | 353,840,331 | | | $ | 236,519,329 | |
Free Market International Equity Fund | | | 275,863,944 | | | | 62,580,857 | |
Free Market Fixed Income Fund | | | 233,328,497 | | | | 93,661,340 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
25
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2022
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, 2022, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by each Fund were as follows:
| | FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
Free Market U.S. Equity Fund | | $ | 2,161,839,023 | | | $ | 1,164,755,951 | | | $ | (34,945,254 | ) | | | 1,129,810,697 | |
Free Market International Equity Fund | | | 2,305,194,402 | | | | 197,679,142 | | | | (109,380,408 | ) | | | 88,298,734 | |
Free Market Fixed Income Fund | | | 2,894,150,687 | | | | — | | | | (146,884,500 | ) | | | (146,884,500 | ) |
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, 2022, primarily attributable to equalization, short term dividend reclass, distribution reclass, and dividend reclass were reclassified among the following accounts:
| | DISTRIBUTABLE EARNINGS/(LOSS) | | | Paid-In Capital | |
Free Market U.S. Equity Fund | | $ | (26,171,102 | ) | | $ | 26,171,102 | |
Free Market International Equity Fund | | | — | | | | — | |
Free Market Fixed Income Fund | | | — | | | | — | |
As of August 31, 2022, 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 | | $ | 7,863,581 | | | $ | 218,393,585 | | | $ | — | | | $ | 1,129,810,697 | |
Free Market International Equity Fund | | | 86,538,908 | | | | — | | | | (78,542,905 | ) | | | 88,298,734 | |
Free Market Fixed Income Fund | | | 3,970,625 | | | | — | | | | (1,224,764 | ) | | | (146,884,500 | ) |
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.
26
FREE MARKET FUNDS
Notes to Financial Statements (Concluded)
August 31, 2022
The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2022 was as follows:
| | | | | | Ordinary Income | | | Long-Term Gains | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | 2022 | | $ | 62,775,363 | | | $ | 97,273,958 | | | $ | — | | | $ | 160,049,321 | |
| 2021 | | | 14,110,436 | | | | 36,596,069 | | | | — | | | | 50,706,505 | |
Free Market International Equity Fund | 2022 | | | 35,219,290 | | | | — | | | | — | | | $ | 35,219,290 | |
| 2021 | | | 29,143,899 | | | | 41,225,666 | | | | — | | | | 70,369,565 | |
Free Market Fixed Income Fund | 2022 | | | 15,000,590 | | | | — | | | | — | | | $ | 15,000,590 | |
| 2021 | | | 11,112,294 | | | | 6,838,031 | | | | 79,992 | | | | 18,030,317 | |
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, 2022, the Free Market International Equity Fund had $13,568,310 of short-term capital loss carryforwards and $64,974,595 of long-term capital loss carryforwards, the Free Market Fixed Income Fund had $1,224,764 of short-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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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 Funds will be required to comply with the rules by September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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.
27
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, 2022, the related statements of operations for the year ended August 31, 2022, the statements of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2022 (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, 2022, 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, 2022 and each of the financial highlights for each of the five years in the period ended August 31, 2022 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, 2022 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 28, 2022
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
28
FREE MARKET FUNDS
SHAREHOLDER TAX INFORMATION
(UNAUDITED)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2022 were as follows:
| | Ordinary Income | | | Long-Term CAPITAL GAINS | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | | $ | 62,775,363 | | | $ | 97,273,958 | | | $ | — | | | $ | 160,049,321 | |
Free Market International Equity Fund | | | 35,219,290 | | | | — | | | | — | | | | 35,219,290 | |
Free Market Fixed Income Fund | | | 15,000,590 | | | | — | | | | — | | | | 15,000,590 | |
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 61.35% for the Free Market Fixed Income Fund. A total of 60.73% 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 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 2023.
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 $5,379,042 and earned $58,331,389 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.
29
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 SEC’s 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 11-12, 2022 (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 Agreements 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, 2022. 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.
30
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 and one-year periods ended March 31, 2022, and underperformed its benchmark for the five-year, ten-year, and since-inception periods ended March 31, 2022. The Directors also noted that the Free Market U.S. Equity Fund ranked in the 1st 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, 2021.
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, 2022. The Directors also noted that the Free Market International Equity Fund ranked in the 1st quintile in its Performance Group for the one-year period and in the 2nd quintile for the two-year and three-year periods ended December 31, 2021.
The Directors noted the Free Market Fixed Income Fund had underperformed its benchmark for the year-to-date, one-year, five-year, ten-year, and since-inception periods, each ended March 31, 2022. The Directors also noted that the Free Market Fixed Income 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, 2021.
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 1st 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, 2023.
31
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, 2021 to December 31, 2021 (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.
32
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
33
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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman
Director | 2005 to present
1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
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 |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
OFFICERS |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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 |
35
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONCLUDED)
(UNAUDITED)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
36
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 |
37
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. |
38
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
Vigilant Distributors, 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-AR22
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, 2022
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, 2022 (Unaudited)
Matson Money U.S. Equity VI Portfolio
The twelve-month period ended August 31, 2022 saw periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have continued to include coverage of the COVID-19 pandemic and the availability of vaccine boosters and shortened quarantine periods, post-pandemic global inflation, rising interest rates, rising commodity prices, and the Russia/Ukraine war. The performance of U.S. equities in 2022 has begun to reverse course from the beginning of 2021 and has experienced downturns with noticeable volatility.
For the twelve months ended August 31, 2022, the Matson Money U.S. Equity VI Portfolio provided a total return of -6.64% at net asset value. This compares with a return of -15.54% 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. value stocks performed better than U.S. growth stocks during the period. The Russell 2000® Value Index returned -10.18% and the Russell 1000® Value Index returned -6.23%.
Furthermore, for the same time-period the Russell 2000® Index returned -17.88%, while the S&P 500® Index was down -11.23% for the twelve-month period ended August 31, 2022.
In summary, U.S. value stocks outperformed U.S. growth stocks and U.S. large cap stocks performed better than small cap stocks. Factors that contributed to the Portfolio’s overperformance compared to its benchmark can largely be explained by its tilt toward 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, 2022 (Unaudited)
Matson Money International Equity VI Portfolio
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2022. U.S. equity markets outpaced international equity markets over the twelve months. 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 pre-pandemic normalcy in light of global inflation.
For the twelve months ended August 31, 2022, the Matson Money International Equity VI Portfolio provided a total return of -15.66% at net asset value. This compares with a return of -18.56% 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 value stocks fared better than international growth stocks during the fiscal year. The MSCI EAFE Value Index decreased by -13.91%, while the MSCI EAFE Small Cap Value Index returned -21.10% and the MSCI Emerging Markets Index returned -21.80%. Furthermore, the MSCI EAFE Small Cap Index returned -25.98% for the twelve months ended August 31, 2022, while the MSCI EAFE Index returned -19.80% for the same period.
In summary, factors that contributed to the Portfolio’s overperformance compared to its benchmark can largely be explained by its tilt toward 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, 2022 (Unaudited)
Matson Money Fixed Income VI Portfolio
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2022. 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 pre-pandemic normalcy in light of global inflation. Disruptions to economic activity continue to affect financial conditions. The U.S. Federal Reserve shift in monetary policy is in response to persistent high inflation. The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index fell -11.52%, while the Bloomberg Global Aggregate Bond Index (hedged) returned -9.99% for the twelve-month period ended August 31, 2022. 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, 2022, the Bloomberg U.S. Government/Credit 1-3 Years Index returned -4.03% 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 -20.57%.
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 months ended August 31, 2022, the Matson Money Fixed Income VI Portfolio returned -7.08%. This compares with a return of -4.49% 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, 2022 (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® Index 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 U.S. 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 U.S. 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 U.S. 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 U.S. 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, twelve-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 U.S. 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, twelve-month forward earnings to price and dividend yield.
MSCI Emerging Markets Index captures large and mid-cap representation across 24 Emerging Markets (EM) countries**. With 1,387 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, 2022 (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 one to three years to maturity.
Morningstar Long-Term US Government Bond Index includes U.S. Treasury and U.S. 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: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, 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, 2022 (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, 2022 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money U.S. Equity VI Portfolio | -6.64% | 7.98% | 7.57%(1) |
Russell 2500® Index | -15.54% | 8.54% | 8.07%(3) |
Composite Index(2) | -11.37% | 8.45% | 8.83%(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 7.41%. |
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 March 2, 2022 is 0.98% (included in the ratio is 0.24% 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 $31.90 per share on August 31, 2022.
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, 2022 (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, 2022 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money International Equity VI Portfolio | -15.66% | 0.23% | 1.67%(1) |
MSCI World (excluding U.S.) Index | -18.56% | 2.08% | 2.91%(3) |
Composite Index(2) | -20.27% | 1.02% | 2.96%(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 1.52%. |
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 March 2, 2022 is 1.14% (included in the ratio is 0.34% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on a decrease in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $22.22 per share on August 31, 2022.
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, 2022 (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, 2022 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money Fixed Income VI Portfolio | -7.08% | 0.00% | 0.25%(1) |
FTSE World Government Bond Index 1-5 Years | -4.49% | 0.87% | 1.11%(3) |
Composite Index(2) | -5.80% | 0.78% | 1.08%(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 0.23%. |
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 March 2, 2022 is 0.84% (included in the ratio is 0.11% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on a decrease in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $23.67 per share on August 31, 2022.
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, 2022 (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, 2022 through August 31, 2022, 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 Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Portfolio and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second section of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| BEGINNING ACCOUNT VALUE MARCH 1, 2022 | ENDING ACCOUNT VALUE AUGUST 31, 2022 | EXPENSES PAID DURING PERIOD* | Annualized EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Actual | | | | | |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 923.30 | $ 3.54 | 0.73% | -7.67% |
Matson Money International Equity VI Portfolio | 1,000.00 | 865.30 | 3.76 | 0.80% | -13.47% |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 956.40 | 3.60 | 0.73% | -4.36% |
9
MATSON MONEY VI PORTFOLIOS
Fund Expense Examples (CONCLUDED)
August 31, 2022 (Unaudited)
| BEGINNING ACCOUNT VALUE MARCH 1, 2022 | ENDING ACCOUNT VALUE AUGUST 31, 2022 | EXPENSES PAID DURING PERIOD* | Annualized EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Hypothetical (5% return before expenses) |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,021.53 | $ 3.72 | 0.73% | 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, 2022 through August 31, 2022, 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, 2022 through August 31, 2022. 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: |
FUNDS | RANGE OF WEIGHTED EXPENSE RATIO |
Matson Money U.S. Equity VI Portfolio | 0.01% - 0.06% |
Matson Money International Equity VI Portfolio | 0.00% - 0.12% |
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, 2022
| | NUMBER OF SHARES | | | VALUE | |
DOMESTIC EQUITY FUNDS — 99.2% | | | | |
U.S. Large Cap Value Portfolio III (a) | | | 266,326 | | | $ | 7,268,049 | |
U.S. Large Company Portfolio (a) | | | 135,716 | | | | 3,828,551 | |
U.S. Micro Cap Portfolio (b) | | | 174,267 | | | | 4,173,695 | |
U.S. Small Cap Portfolio (b) | | | 103,683 | | | | 4,195,018 | |
U.S. Small Cap Value Portfolio (b) | | | 69,520 | | | | 2,824,583 | |
VA U.S. Large Value Portfolio (b) | | | 36,011 | | | | 1,086,799 | |
VA U.S. Targeted Value Portfolio (b) | | | 190,774 | | | | 4,212,281 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $24,271,617) | | | | | | | 27,588,976 | |
| | | | |
SHORT-TERM INVESTMENTS — 1.0% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 279,035 | | | | 279,035 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $279,035) | | | | | | | 279,035 | |
TOTAL INVESTMENTS — 100.2% | | | | |
(Cost $24,550,652) | | | | | | | 27,868,011 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.2)% | | | | | | | (51,083 | ) |
NET ASSETS — 100.0% | | | | | | $ | 27,816,928 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 99.2 | % | | $ | 27,588,976 | |
Short-Term Investments | | | 1.0 | | | | 279,035 | |
Liabilities In Excess Of Other Assets | | | (0.2 | ) | | | (51,083 | ) |
NET ASSETS | | | 100.0 | % | | $ | 27,816,928 | |
* | Seven-day yield as of August 31, 2022. |
(a) | A portfolio of Dimensional Investment Group Inc. |
(b) | A portfolio of DFA Investment Trust Company. |
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, 2022
| | NUMBER OF SHARES | | | VALUE | |
INTERNATIONAL EQUITY FUNDS — 99.1% | | | | |
DFA International Small Cap Value Portfolio (a) | | | 298,382 | | | $ | 5,317,165 | |
DFA International Value Portfolio III (b) | | | 397,602 | | | | 5,741,372 | |
Emerging Markets Small Cap Portfolio (a) | | | 44,900 | | | | 955,032 | |
Emerging Markets Value Portfolio, Class Institutional (a) | | | 35,030 | | | | 971,028 | |
iShares Core MSCI EAFE ETF | | | 12,955 | | | | 755,147 | |
iShares Core MSCI Emerging Markets ETF | | | 21,427 | | | | 1,038,352 | |
VA International Small Portfolio (a) | | | 297,391 | | | | 3,199,932 | |
VA International Value Portfolio (a) | | | 80,027 | | | | 956,326 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $20,215,531) | | | | | | | 18,934,354 | |
| | | | |
SHORT-TERM INVESTMENTS — 1.1% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 212,339 | | | | 212,339 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $212,339) | | | | | | | 212,339 | |
TOTAL INVESTMENTS — 100.2% | | | | |
(Cost $20,427,870) | | | | | | | 19,146,693 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.2)% | | | | | | | (46,513 | ) |
NET ASSETS — 100.0% | | | | | | $ | 19,100,180 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.1 | % | | $ | 18,934,354 | |
Short-Term Investments | | | 1.1 | | | | 212,339 | |
Liabilities In Excess Of Other Assets | | | (0.2 | ) | | | (46,513 | ) |
NET ASSETS | | | 100.0 | % | | $ | 19,100,180 | |
* | Seven-day yield as of August 31, 2022. |
(a) | A portfolio of DFA Investment Trust Company. |
(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.
12
MATSON MONEY VI PORTFOLIOS
MATSON MONEY FIXED INCOME VI PORTFOLIO
Portfolio of Investments
August 31, 2022
| | NUMBER OF SHARES | | | VALUE | |
FIXED INCOME FUNDS — 98.7% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 325,750 | | | $ | 3,283,557 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 446,534 | | | | 4,291,191 | |
iShares 1-3 Year Treasury Bond ETF | | | 13,859 | | | | 1,140,457 | |
iShares 3-7 Year Treasury Bond ETF | | | 14,258 | | | | 1,680,876 | |
iShares Core International Aggregate Bond ETF | | | 84,150 | | | | 4,183,097 | |
iShares Intermediate-Term Corporate Bond ETF | | | 33,166 | | | | 1,687,154 | |
iShares Short-Term Corporate Bond ETF | | | 135,298 | | | | 6,820,372 | |
iShares TIPS Bond ETF | | | 12,306 | | | | 1,401,777 | |
VA Global Bond Portfolio (a) | | | 291,035 | | | | 2,855,057 | |
VA Short-Term Fixed Income Portfolio (a) | | | 57,104 | | | | 572,755 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $29,615,638) | | | | | | | 27,916,293 | |
| | | | |
SHORT-TERM INVESTMENTS — 1.5% | | | | |
STIT-Government & Agency Portfolio, 2.22%* | | | 433,126 | | | | 433,126 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $433,126) | | | | | | | 433,126 | |
TOTAL INVESTMENTS — 100.2% | | | | |
(Cost $30,048,764) | | | | | | | 28,349,419 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.2)% | | | | | | | (50,587 | ) |
NET ASSETS — 100.0% | | | | | | $ | 28,298,832 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 98.7 | % | | $ | 27,916,293 | |
Short-Term Investments | | | 1.5 | | | | 433,126 | |
Liabilities In Excess Of Other Assets | | | (0.2 | ) | | | (50,587 | ) |
NET ASSETS | | | 100.0 | % | | $ | 28,298,832 | |
* | Seven-day yield as of August 31, 2022. |
(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, 2022
| | MATSON MONEY U.S. EQUITY VI PORTFOLIO | | | MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO | | | MATSON MONEY FIXED INCOME VI PORTFOLIO | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $24,271,617, $20,215,531 and $29,615,638, respectively) | | $ | 27,588,976 | | | $ | 18,934,354 | | | $ | 27,916,293 | |
Short-term investments, at value (cost $279,035, $212,339 and $433,126, respectively) | | | 279,035 | | | | 212,339 | | | | 433,126 | |
Receivables for: | | | | | | | | | | | | |
Investments sold | | | 554 | | | | 387 | | | | 799 | |
Prepaid expenses and other assets | | | 814 | | | | 106 | | | | 837 | |
Total assets | | | 27,869,379 | | | | 19,147,186 | | | | 28,351,055 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Audit fees | | | 31,685 | | | | 31,744 | | | | 31,719 | |
Advisory fees | | | 12,322 | | | | 8,396 | | | | 12,141 | |
Administration and accounting fees | | | 4,308 | | | | 3,776 | | | | 4,423 | |
Transfer agent fees | | | 426 | | | | 392 | | | | 452 | |
Capital shares redeemed | | | 292 | | | | 204 | | | | 297 | |
Other accrued expenses and liabilities | | | 3,418 | | | | 2,494 | | | | 3,191 | |
Total liabilities | | | 52,451 | | | | 47,006 | | | | 52,223 | |
Net assets | | $ | 27,816,928 | | | $ | 19,100,180 | | | $ | 28,298,832 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par Value | | $ | 872 | | | $ | 860 | | | $ | 1,196 | |
Paid-in capital | | | 22,197,137 | | | | 20,525,619 | | | | 30,072,473 | |
Total distributable earnings/(loss) | | | 5,618,919 | | | | (1,426,299 | ) | | | (1,774,837 | ) |
Net assets | | $ | 27,816,928 | | | $ | 19,100,180 | | | $ | 28,298,832 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 27,816,928 | | | $ | 19,100,180 | | | $ | 28,298,832 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 871,868 | | | | 859,586 | | | | 1,195,610 | |
Net asset value, offering and redemption price per share | | $ | 31.90 | | | $ | 22.22 | | | $ | 23.67 | |
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, 2022
| | 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 | | $ | 424,952 | | | $ | 796,208 | | | $ | 349,141 | |
Total investment income | | | 424,952 | | | | 796,208 | | | | 349,141 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 153,553 | | | | 108,748 | | | | 156,515 | |
Audit and tax service fees | | | 30,590 | | | | 30,873 | | | | 30,839 | |
Administration and accounting fees (Note 2) | | | 21,122 | | | | 18,932 | | | | 21,460 | |
Custodian fees (Note 2) | | | 3,405 | | | | 2,880 | | | | 2,747 | |
Director fees | | | 2,821 | | | | 1,996 | | | | 2,713 | |
Printing and shareholder reporting fees | | | 2,364 | | | | 1,936 | | | | 2,253 | |
Officer fees | | | 1,821 | | | | 1,290 | | | | 1,837 | |
Legal fees | | | 1,690 | | | | 1,206 | | | | 1,737 | |
Transfer agent fees (Note 2) | | | 1,006 | | | | 732 | | | | 1,044 | |
Other expenses | | | 5,674 | | | | 5,110 | | | | 5,894 | |
Total expenses | | | 224,046 | | | | 173,703 | | | | 227,039 | |
Net investment income/(loss) | | | 200,906 | | | | 622,505 | | | | 122,102 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 845,439 | | | | 21,741 | | | | (100,223 | ) |
Capital gain distributions from non-affiliated fund investments | | | 1,905,216 | | | | 350,354 | | | | 72,383 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | (4,996,942 | ) | | | (4,576,837 | ) | | | (2,400,845 | ) |
Net realized and unrealized gain/(loss) on investments | | | (2,246,287 | ) | | | (4,204,742 | ) | | | (2,428,685 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (2,045,381 | ) | | $ | (3,582,237 | ) | | $ | (2,306,583 | ) |
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, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 200,906 | | | $ | 222,068 | |
Net realized gain/(loss) from investments | | | 2,750,655 | | | | 1,982,475 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (4,996,942 | ) | | | 9,177,417 | |
Net increase/(decrease) in net assets resulting from operations | | | (2,045,381 | ) | | | 11,381,960 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (2,291,039 | ) | | | (1,112,545 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,291,039 | ) | | | (1,112,545 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 3,769,795 | | | | 4,806,910 | |
Reinvestment of distributions | | | 2,291,039 | | | | 1,112,545 | |
Shares redeemed | | | (5,703,434 | ) | | | (9,463,229 | ) |
Net increase/(decrease) in net assets from capital shares | | | 357,400 | | | | (3,543,774 | ) |
Total increase/(decrease) in net assets | | | (3,979,020 | ) | | | 6,725,641 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 31,795,948 | | | | 25,070,307 | |
End of period | | $ | 27,816,928 | | | $ | 31,795,948 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 106,781 | | | | 140,452 | |
Dividends and distributions reinvested | | | 63,871 | | | | 38,350 | |
Shares redeemed | | | (165,123 | ) | | | (290,841 | ) |
Net increase/(decrease) in shares outstanding | | | 5,529 | | | | (112,039 | ) |
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, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 622,505 | | | $ | 308,548 | |
Net realized gain/(loss) from investments | | | 372,095 | | | | 742,327 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (4,576,837 | ) | | | 4,992,500 | |
Net increase/(decrease) in net assets resulting from operations | | | (3,582,237 | ) | | | 6,043,375 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (1,361,460 | ) | | | (430,312 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,361,460 | ) | | | (430,312 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 2,954,287 | | | | 3,504,955 | |
Reinvestment of distributions | | | 1,361,460 | | | | 430,312 | |
Shares redeemed | | | (3,051,625 | ) | | | (5,327,668 | ) |
Net increase/(decrease) in net assets from capital shares | | | 1,264,122 | | | | (1,392,401 | ) |
Total increase/(decrease) in net assets | | | (3,679,575 | ) | | | 4,220,662 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 22,779,755 | | | | 18,559,093 | |
End of period | | $ | 19,100,180 | | | $ | 22,779,755 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 114,254 | | | | 133,013 | |
Dividends and distributions reinvested | | | 52,183 | | | | 17,679 | |
Shares redeemed | | | (120,422 | ) | | | (206,417 | ) |
Net increase/(decrease) in shares outstanding | | | 46,015 | | | | (55,725 | ) |
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, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 122,102 | | | $ | 21,588 | |
Net realized gain/(loss) from investments | | | (27,840 | ) | | | 48,963 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (2,400,845 | ) | | | 2,245 | |
Net increase/(decrease) in net assets resulting from operations | | | (2,306,583 | ) | | | 72,796 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (100,067 | ) | | | (170,529 | ) |
Return of capital | | | — | | | | (14,611 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (100,067 | ) | | | (185,140 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 2,888,692 | | | | 9,842,877 | |
Reinvestment of distributions | | | 100,067 | | | | 185,140 | |
Shares redeemed | | | (5,386,524 | ) | | | (4,135,263 | ) |
Net increase/(decrease) in net assets from capital shares | | | (2,397,765 | ) | | | 5,892,754 | |
Total increase/(decrease) in net assets | | | (4,804,415 | ) | | | 5,780,410 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 33,103,247 | | | | 27,322,837 | |
End of period | | $ | 28,298,832 | | | $ | 33,103,247 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 116,203 | | | | 385,803 | |
Dividends and distributions reinvested | | | 3,969 | | | | 7,229 | |
Shares redeemed | | | (220,221 | ) | | | (162,244 | ) |
Net increase/(decrease) in shares outstanding | | | (100,049 | ) | | | 230,788 | |
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 36.70 | | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | | | $ | 29.15 | |
Net investment income/(loss)(1) | | | 0.23 | | | | 0.25 | | | | 0.22 | | | | 0.21 | | | | 0.18 | |
Net realized and unrealized gain/(loss) on investments | | | (2.37 | ) | | | 12.06 | | | | (0.04 | ) | | | (4.34 | ) | | | 5.40 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.14 | ) | | | 12.31 | | | | 0.18 | | | | (4.13 | ) | | | 5.58 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.34 | ) | | | (0.29 | ) | | | (0.24 | ) | | | (0.27 | ) | | | (0.33 | ) |
Net realized capital gains | | | (2.32 | ) | | | (0.94 | ) | | | (1.40 | ) | | | (1.64 | ) | | | (1.28 | ) |
Total dividends and distributions to shareholders | | | (2.66 | ) | | | (1.23 | ) | | | (1.64 | ) | | | (1.91 | ) | | | (1.61 | ) |
Net asset value, end of period | | $ | 31.90 | | | $ | 36.70 | | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | |
Total investment return/(loss)(2) | | | (6.64 | )% | | | 49.31 | % | | | (0.02 | )% | | | (11.89 | )% | | | 19.56 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 27,817 | | | $ | 31,796 | | | $ | 25,070 | | | $ | 24,839 | | | $ | 26,181 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.73 | % | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.73 | % | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 0.65 | % | | | 0.77 | % | | | 0.86 | % | | | 0.72 | % | | | 0.58 | % |
Portfolio turnover rate | | | 15 | % | | | 18 | % | | | 18 | % | | | 17 | % | | | 12 | % |
(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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 28.00 | | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | | | $ | 26.60 | |
Net investment income/(loss)(1) | | | 0.73 | | | | 0.37 | | | | 0.42 | | | | 0.43 | | | | 0.47 | |
Net realized and unrealized gain/(loss) on investments | | | (4.87 | ) | | | 6.80 | | | | (0.25 | ) | | | (3.51 | ) | | | (0.13 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (4.14 | ) | | | 7.17 | | | | 0.17 | | | | (3.08 | ) | | | 0.34 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.82 | ) | | | (0.35 | ) | | | (0.52 | ) | | | (0.39 | ) | | | (0.54 | ) |
Net realized capital gains | | | (0.82 | ) | | | (0.17 | ) | | | (0.57 | ) | | | (0.42 | ) | | | (0.24 | ) |
Total dividends and distributions to shareholders | | | (1.64 | ) | | | (0.52 | ) | | | (1.09 | ) | | | (0.81 | ) | | | (0.78 | ) |
Net asset value, end of period | | $ | 22.22 | | | $ | 28.00 | | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | |
Total investment return/(loss)(2) | | | (15.66 | )% | | | 33.96 | % | | | 0.17 | % | | | (11.62 | )% | | | 1.13 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 19,100 | | | $ | 22,780 | | | $ | 18,559 | | | $ | 18,228 | | | $ | 17,950 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.80 | % | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.80 | % | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 2.86 | % | | | 1.48 | % | | | 1.99 | % | | | 1.82 | % | | | 1.70 | % |
Portfolio turnover rate | | | 11 | % | | | 18 | % | | | 26 | % | | | 13 | % | | | 8 | % |
(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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | | | $ | 25.12 | |
Net investment income/(loss)(1) | | | 0.10 | | | | 0.02 | | | | 0.43 | | | | 0.59 | | | | 0.23 | |
Net realized and unrealized gain/(loss) on investments | | | (1.90 | ) | | | 0.04 | | | | 0.27 | | | | 0.61 | | | | (0.36 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (1.80 | ) | | | 0.06 | | | | 0.70 | | | | 1.20 | | | | (0.13 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.16 | ) | | | (0.42 | ) | | | (0.56 | ) | | | (0.22 | ) |
Net realized capital gains | | | — | | | | — | | | | — | | | | — | (2) | | | (0.03 | ) |
Return of capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.08 | ) | | | (0.17 | ) | | | (0.42 | ) | | | (0.56 | ) | | | (0.25 | ) |
Net asset value, end of period | | $ | 23.67 | | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | |
Total investment return/(loss)(3) | | | (7.08 | )% | | | 0.22 | % | | | 2.80 | % | | | 4.98 | % | | | (0.50 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 28,299 | | | $ | 33,103 | | | $ | 27,323 | | | $ | 29,546 | | | $ | 30,405 | |
Ratio of expenses to average net assets with waivers, if any(4) | | | 0.73 | % | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % |
Ratio of expenses to average net assets without waivers, if any(4) | | | 0.73 | % | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % |
Ratio of net investment income/(loss) to average net assets with waivers(4) | | | 0.39 | % | | | 0.07 | % | | | 1.69 | % | | | 2.39 | % | | | 0.93 | % |
Portfolio turnover rate | | | 7 | % | | | 8 | % | | | 46 | % | | | 19 | % | | | 2 | % |
(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, 2022
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 forty-eight 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 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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 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, 2022
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 | | $ | 27,588,976 | | | $ | 22,289,896 | | | $ | — | | | $ | — | | | $ | 5,299,080 | |
Short-Term Investments | | | 279,035 | | | | 279,035 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 27,868,011 | | | $ | 22,568,931 | | | $ | — | | | $ | — | | | $ | 5,299,080 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
International Equity Funds | | $ | 18,934,354 | | | $ | 14,778,096 | | | $ | — | | | $ | — | | | $ | 4,156,258 | |
Short-Term Investments | | | 212,339 | | | | 212,339 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 19,146,693 | | | $ | 14,990,435 | | | $ | — | | | $ | — | | | $ | 4,156,258 | |
* | 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, 2022
MATSON MONEY FIXED INCOME VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 27,916,293 | | | $ | 24,488,481 | | | $ | — | | | $ | — | | | $ | 3,427,812 | |
Short-Term Investments | | | 433,126 | | | | 433,126 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 28,349,419 | | | $ | 24,921,607 | | | $ | — | | | $ | — | | | $ | 3,427,812 | |
* | 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 The RBB Fund Trust (formerly, 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
24
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2022
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 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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
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.
25
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2022
2. | Investment Adviser and Other Services |
Matson Money, Inc. (“Matson Money” or the “Adviser”), serves as the investment adviser to each Portfolio. Each Portfolio compensates the Adviser for its services at an annual rate based on each Portfolio’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
AVERAGE DAILY NET ASSETS | | ADVISORY FEE | |
For the first $1 billion | | | 0.50 | % |
Over $1 billion to $5 billion | | | 0.49 | |
Over $5 billion | | | 0.47 | |
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Portfolio operating expenses (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Portfolio’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and certain of these expenses could cause total annual Portfolio operating 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, 2023 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2023.
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 | | $ | 153,553 | |
Matson Money International Equity VI Portfolio | | | 108,748 | |
Matson Money Fixed Income VI Portfolio | | | 156,515 | |
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.
Vigilant Distributors, LLC (the “Distributor”), 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.
26
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
August 31, 2022
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Portfolios or the Company. For Director and Officer compensation amounts, please refer to the Statements of Operations.
4. | Purchases and Sales of Investment Securities |
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Portfolios were as follows:
| | PURCHASES | | | SALES | |
Matson Money U.S. Equity VI Portfolio | | $ | 4,874,491 | | | $ | 4,637,984 | |
Matson Money International Equity VI Portfolio | | | 3,153,639 | | | | 2,265,595 | |
Matson Money Fixed Income VI Portfolio | | | 2,300,621 | | | | 4,538,631 | |
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, 2022, 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 Fund | | $ | 24,782,062 | | | $ | 4,079,158 | | | $ | (993,209 | ) | | $ | 3,085,949 | |
Matson Money International Equity Fund | | | 20,885,586 | | | | 685,789 | | | | (2,424,682 | ) | | | (1,738,893 | ) |
Matson Money Fixed Income Fund | | | 30,139,701 | | | | 37,189 | | | | (1,827,472 | ) | | | (1,790,283 | ) |
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.
27
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
August 31, 2022
Permanent differences as of August 31, 2022, primarily attributed to short-term capital gain distributions, distribution reclass, and dividend reclass. There were no permanent differences between distributable earnings/(loss) and paid in capital.
As of August 31, 2022, the components of distributable earnings on a tax basis were as follows:
| | Undistributed Ordinary Income | | | Undistributed Long-Term Capital Gains | | | Capital Loss Carry Forwards | | | Net Unrealized Appreciation/ (Depreciation) | |
Matson Money U.S. Equity Fund | | $ | 14,896 | | | $ | 2,518,074 | | | $ | — | | | $ | 3,085,949 | |
Matson Money International Equity Fund | | | 102,331 | | | | 210,263 | | | | — | | | | (1,738,893 | ) |
Matson Money Fixed Income Fund | | | 68,675 | | | | — | | | | (53,229 | ) | | | (1,790,283 | ) |
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, 2022 was as follows:
| | | | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | RETURN OF CAPITAL | | | TOTAL | |
Matson Money U.S. Equity Fund | 2022 | | $ | 290,468 | | | $ | 2,000,571 | | | $ | — | | | $ | 2,291,039 | |
| 2021 | | | 262,875 | | | | 849,670 | | | | — | | | | 1,112,545 | |
Matson Money International Equity Fund | 2022 | | | 679,887 | | | | 681,573 | | | | — | | | | 1,361,460 | |
| 2021 | | | 293,803 | | | | 136,509 | | | | — | | | | 430,312 | |
Matson Money Fixed Income Fund | 2022 | | | 100,067 | | | | — | | | | — | | | | 100,067 | |
| 2021 | | | 149,987 | | | | 20,542 | | | | 14,611 | | | | 185,140 | |
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, 2022, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2022. The Matson Money Fixed Income Fund deferred qualified late-year losses of $53,229 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. As of August 31, 2022, 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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4.
28
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (concluded)
August 31, 2022
Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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 Funds will be required to comply with the rules by September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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, 2022, the related statements of operations for the year ended August 31, 2022, the statements of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2022 (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, 2022, 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, 2022 and each of the financial highlights for each of the five years in the period ended August 31, 2022 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, 2022 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 28, 2022
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, 2022 were as follows:
| | Ordinary Income | | | Long-Term CAPITAL GAINS | | | Return of Capital | | | Total | |
Matson Money U.S. Equity Fund | | $ | 290,468 | | | $ | 2,000,571 | | | $ | — | | | $ | 2,291,039 | |
Matson Money International Equity Fund | | | 679,887 | | | | 681,573 | | | | — | | | | 1,361,460 | |
Matson Money Fixed Income Fund | | | 100,067 | | | | — | | | | — | | | | 100,067 | |
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) is 0.33% for the Matson Money International Equity Fund and 0.00% for the Matson Money U.S. Equity Fund and Matson Money Fixed Income Fund.
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 74.78% 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 63.96% 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 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 2023.
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 $44,012 and earned $585,433 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 SEC’s 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 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 11-12, 2022 (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 Agreements between the Company and Matson Money with respect to 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”), 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.
32
MATSON MONEY VI PORTFOLIOS
Other Information (CONCLUDED)
(Unaudited)
The Directors also considered the investment performance of the Funds 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, 2022. 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.
The Directors noted the Matson Money U.S. Equity VI Portfolio had outperformed its benchmark for the year-to-date, one-year, and three-year periods, and underperformed its benchmark for the five-year and since inception periods, each ended March 31, 2022. The Directors also noted that the Matson Money U.S. Equity VI Portfolio ranked in the 1st quintile in its Performance Group for the one-year period and in the 5th quintile for the three-year, four-year and five-year periods ended December 31, 2021.
Directors also considered that the Matson Money International 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, 2022. The Directors also noted that the Matson Money International Equity VI Portfolio ranked in the 2nd quintile in its Performance Group for the one-year period, and in the 4th quintile for the two-year and three-year periods ended December 31, 2021.
The Directors noted the Matson Money Fixed Income VI Portfolio had underperformed its benchmark for the year-to-date, one-year, three-year, five-year, and since inception periods, each ended March 31, 2022. The Directors also noted that the Matson Money Fixed Income VI Portfolio ranked in the 1st quintile in its Performance Group for the one-year period, and in the 4th quintile for the four-year period ended December 31, 2021.
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 4th quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the Matson Money International Equity VI Portfolio each ranked in the 2nd quintile of the Portfolio’s Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the Matson Money Fixed Income VI Portfolio each ranked in the 2nd quintile of the Portfolio’s Lipper Expense Group.
In addition, the Directors noted that Matson Money had contractually agreed to waive management fees and reimburse expenses through at least March 2, 2023 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, 2023.
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 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, 2021 to December 31, 2021 (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.
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
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 |
INDEPENDENT DIRECTORS |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 55 | Independent Trustee of EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None |
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 |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 51 | 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 |
37
MATSON MONEY VI PORTFOLIOS
Company Management (Concluded)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 63 | 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: 43 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series of the Company and The RBB Fund 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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
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
Vigilant Distributors, 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-AR22
ANNUAL
report 2022
Motley Fool Asset Management ETFs
Series of The RBB Fund, Inc.
8/31/22
Motley Fool Global Opportunities ETF (Formerly MFAM Global Opportunities Fund) | |
Motley Fool Mid-Cap Growth ETF (Formerly MFAM Mid-Cap Growth Fund) | |
Motley Fool 100 Index ETF | |
Motley Fool Small-Cap Growth ETF (Formerly MFAM Small-Cap Growth ETF) | |
Motley Fool Capital Efficiency 100 Index ETF | |
Motley Fool Next Index ETF | |
Motley Fool Global Opportunities ETF (TMFG) | |
Motley Fool Mid-Cap Growth ETF (TMFM) | |
Motley Fool 100 Index ETF (TMFC) | |
Motley Fool Small-Cap Growth ETF (TMFS) | |
Motley Fool Capital Efficiency 100 Index ETF (TMFE) | |
Motley Fool Next Index ETF (TMFX) | |
Table of Contents | |
| |
President’s Letter to Shareholders | 1 |
Letter to Shareholders | 3 |
Portfolio Characteristics | 11 |
Fund Expense Examples | 24 |
Schedules of Investments | 26 |
Financial Statements | 57 |
Notes to Financial Statements | 75 |
Report of Independent Registered Public Accounting Firm | 91 |
Shareholder Tax Information | 93 |
Notice to Shareholders | 94 |
Privacy Notice | 97 |
Directors and Officers | 100 |
Motley Fool Asset Management ETFS
President’s Letter to Shareholders
AUGUST 31, 2022 (Unaudited)
Kelsey Mowrey
President,
Motley Fool Asset Management
Dear Fellow Shareholders,
First, I want to extend a heartfelt thank you for being members of our Foolish Family. We realize you have many investment options and appreciate the trust you place in us. We consider ourselves very fortunate to be on this journey with you.
And what a journey the last 12 months have been! Have you ever had the opportunity to ride Mr. Toad’s Wild Ride in Disneyland or Walt Disney World? When I sat down to write this letter and reflect on the past year, that beloved theme park ride kept coming to mind.
Maybe you can recall the magical, whimsical, sometimes perilous, and often buggy ride through Toad Hall and the English countryside. Mr. Toad’s Wild Ride was an original attraction when both Disneyland and Walt Disney World opened. While the Disney World iteration closed in 1998, the ride at Disneyland has had several reimaginations over the years, and still operates today.
As the Disney Universe keeps expanding, Mr. Toad’s Wild Ride provides a happy sense of nostalgia for many visitors, a reminder of the original magic that made Disney so special. This year, we also got a bit nostalgic and made the decision to bring Foolishness back to our brand in a big way. We moved away from our acronym, MFAM, and reintroduced our proper name, Motley Fool Asset Management. In addition, we are once again proudly wearing and displaying our jester cap in our company logo.
But Mr. Toad has evolved since 1955 as well (the original ride had plywood cutout characters!) Technical updates in 1961 and 1983 have transformed Mr. Toad’s Wild Ride into the beloved attraction we know today. At Motley Fool Asset Management, we had a transformation of our own last year. We converted two mutual funds to ETFs (a somewhat bumpy transition, to be honest!) and launched two new passive ETF products. With these ETF products we were able to improve efficiency, lower fees, increase transparency, and gain more access to our sister company, The Motley Fool, LLC’s stock recommendations.
That brings me to perhaps the most obvious parallel between Mr. Toad and the stock market: The Wild Ride. The past year, particularly the last 8 months, has been a challenging time to be an investor to say the least. Domestic stock market indexes logged numerous record highs during the latter half of 2021, only to come tumbling down in 2022. The S&P 500 Index closed at an all-time high on January 3, 2022, and then dropped 19.96% by June 30, 2022. As of August 31, 2022, it is down 16.14% year to date. Similar scenarios played out in the Dow Jones Industrial Average as well as the Nasdaq Composite and the domestic bond markets have not been the usual safe havens we have come to expect. A wild ride, indeed!
Throughout their trip with Mr. Toad, travelers encounter several obstacles or dangers. Whether you are trying to avoid a stack of falling books, plunging into a stream, or a collision with a delivery truck, there’s a lot that threatens to knock you off course. These last twelve months have had their share of obstacles too. Historically high inflation, continued supply chain issues and slowing domestic growth are just a few of the issues impeding our investment path.
Even though our time with Mr. Toad consists of many twists, turns, and startling moments, most park goers wouldn’t consider jumping out of the buggy mid-ride. That’s because they know if they wait long enough, the trek will end with a satisfying resolution. Investing shouldn’t be much different. With patience and a long time horizon, we believe short term market fluctuations most likely will not prevent us from reaching our long-term goals.
With that in mind, I’d like to thank you for staying on this ride with us. As investors, we know it is always important to stay the course; however, when the ride gets wild it can be difficult to maintain that mindset. Please know that we will continue to navigate this track along with you and be good stewards for your investments. We are grateful for your business and look forward to more adventures with you in the coming year, whatever the road ahead may bring.
Kindly,
Kelsey Mowrey
President
Motley Fool Asset Management ETFS
President’s Letter to Shareholders (Concluded)
AUGUST 31, 2022 (Unaudited)
Motley Fool Asset Management’s ETFs are distributed by Quasar Distributors, LLC.
The investment advisor for each fund is Motley Fool Asset Management, LLC (“MFAM”). MFAM is a wholly owned subsidiary of Motley Fool Investment Management, LLC, whose parent company, The Motley Fool Holdings, Inc., is a multimedia financial-services holding company. MFAM, an affiliate of The Motley Fool LLC (“TMF”), is a separate legal entity. No TMF analyst is involved in the investment decision-making or daily operations of MFAM. With respect to its actively-managed funds, MFAM does not attempt to track any TMF services and, as such, those funds may diverge completely from TMF’s services.
The information contained herein does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it.
All investing involves risk. Principal loss is possible. Each of Motley Fool Asset Management ETFs invests in particular market capitalizations or qualifications distinct to that individual fund, including small cap stocks and mid cap stocks, thus each fund’s performance will be especially sensitive to market conditions that particularly affect that fund’s particular market. Some funds are non-diversified, which means its 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 any of Motley Fool Asset Management’s ETFs. For these and other reasons, there is no guarantee any of Motley Fool Asset Management ETFs will achieve its particular, stated objective.
Please consider the charges, risks, expenses, and investment objectives carefully before you invest. Please see the prospectuses for the Motley Fool Global Opportunities ETF, the Motley Fool Mid-Cap Growth ETF, the Motley Fool 100 Index ETF, the Motley Fool Small-Cap Growth ETF, the Motley Fool Next Index ETF and the Motley Fool Capital Efficiency 100 Index ETF containing this and other information. Read it carefully before you invest or send money.
Motley Fool Asset Management ETFS
Letter to Shareholders
AUGUST 31, 2022 (Unaudited)
Bryan Hinmon
Chief Investment Officer,
Motley Fool Asset Management
“It is imperative that we remain vigilant in questioning how we do things that lead to decisions about investing your capital. We are on a quest to do this better, every day.”
— Me, back in 2016
Dear Fellow Shareholder,
You’re probably thinking: I can’t believe the ego of this guy, quoting himself to open this letter! Let me reassure you that my ego is kept well in check by my two year old. Most recently, he has admired the “stripes” across my forehead and around my eyes, mocked my “silly” attempt to build his train tracks, and laughed uncontrollably as my mini breakfast burritos “look like trash cans.” Writing this reminds me those barbs still sting and my ego has no chance of inflating.
In preparing to write this letter I went back and read what I’ve written in the past. I’ve touched on several important topics over the years: the folly of economic and market forecasting, bias and decision making, and simplicity and focus, to name a few. But the idea that tends to come up again and again, as highlighted in the opening quote, is the need to be open to change on a never-ending quest for better.
I think the reason this is the most popular idea to explore is because of the nature of investing. Investing resembles a wicked problem.1 That is, the problem isn’t fully understood, the context and constraints are always changing, and there is no obvious single answer that a rote process can solve for.
Given the messy nature of the endeavor, blindly applying thinking and methods that have worked in the past can be dangerous. Reflection, which addresses an honest capacity to accept underperformance and intelligently adapt, is critical for making sure we remain on the path to long term success. I believe that is the path we are on. We reflect on and consider improving our methods every year, but the state of affairs here in late 2022 make the exercise seem more poignant.
CAPACITY TO SUFFER
It is well known that investors feel losses more powerfully than gains. The urge to sell or to shift investing styles or methods, when things aren’t going well, is rooted in pain relief. Even if an investor is wired to handle some pain, as their stocks head relentlessly lower, the emotional hits keep coming. Research shows that, under such stress, investor focus narrows to the immediate future and, according to Michael Mauboussin, “turn[s] off any thought about the long term. So even if an investor believes a stock or industry group is likely to fare well over a three to six year period, anxiety about the next three to six months prevails – and a great opportunity slips away.”2
This narrowing of time frame has, in our view, come to life today via the broad selling of companies with the promise of strong cash flow generation in the future, but little current profitability. In investing shorthand, there has been a strong preference for value stocks over growth stocks. Value stocks, with their perceived tendency for tangible, bird-in-the-hand cash generation, have outperformed growth stocks by more than 35 percentage points over the past two years.3
This performance gap is breathtaking. Within the context of persistent inflation, rising global recession risk, changing monetary policy, and ongoing war during that two year period, a recalibration of the value of future cash flows seems warranted in our opinion. But the breadth and violence of the growth exodus suggests to us a degree of “stress” selling4 and raises the chance of some perfectly viable, high-value-creating (but not-yet-cash-flowing) businesses being tossed aside with the pretenders.
1 | The idea of Wicked Problems was developed by Horst Rittel and Melvin Webber in the early 1970s. Their definition was focused on social policy issues, but over the subsequent 50 years, the idea of wicked problems has been more loosely defined and broadly applied. The fact that investing is wicked is one of the aspects that make it so challenging, but also so fun. |
2 | Mauboussin, Michael. Anatomy of a Market Crash. Forbes, October 25, 2007. |
3 | Value stocks, here, are represented by the Russell 1000 Value Index. Growth stocks, here, are represented by the Russell 1000 Growth Index. Return data from Standard & Poor’s Capital IQ for the period 9/1/2020 to 8/31/2022. |
4 | We would recommend exploring the concept of “hyperbolic discounting” if you’re curious. |
Motley Fool Asset Management ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2022 (Unaudited)
We can’t in good faith, and simply won’t, state that many high-flyers are pretenders while ours are clear-cut, long-term winners that the market is mistreating. We have inked plenty of mistakes in the past and time will show us to have made additional ones. Said differently, it is unclear whether the market is treating our chosen growthy businesses rationally or whether it is panicking to some degree. But what we can say with confidence is that we understand our own beliefs and expectations behind each investment (thanks to our research process) and accept such pricing swings in exchange for the reward potential we believe persists.
We are, and remain, patient owners of businesses. While we don’t like poor performance, we appreciate that it is what sometimes creates mispricings and may open the door to long-term rewards.
ADAPTATION
You probably didn’t ignore the statement above about our past and inevitable future mistakes. We understand that no flavor of investing works 100% of the time, and that no active manager can operate in a mistake free utopia. The recent past has been trying, and we are frustrated with our performance. It is critical we dispassionately assess the situation and learn the right lessons.
Most importantly, we wholeheartedly believe that our core investing principle and core investing belief remain on firm foundations. Let’s lay these out plainly. The core principle that underpins our investing program is that, in the long run, we believe portfolio returns will converge on the business returns our companies achieve, as determined by realized earnings power (cash flows). The core belief that emerges from that principle, in our practice, is that independent research (centered on our unique definition of Quality) with a long-term mindset, expressed through focused portfolios, can potentially outperform and is how our team is best wired to achieve outperformance.
We’ve stress tested these ideas and have happily and completely re-underwritten them.
With our philosophy checked, we can move to execution. The largest class of mistake we made over the fiscal year, in my view, was in execution. Specifically, it was the improper weighting of base rates and the attendant link to position sizing. Let’s take a moment to make that not sound like gobbledygook.
We study businesses deeply, in an attempt to assess each company’s management, culture, and incentives; its economics, competitive advantages, and trajectory. Understanding a business in this fashion helps inform a view of the value it might be able to create for the world and how much of that value it might capture for itself, in a future that will undoubtedly be filled with competitors, changing preferences, and other uncertainties. It’s a complicated exercise where experience, imagination, humility, and skepticism are all needed. In the end, we’ve crafted a researched story behind each investment, called an inside view.
A problem arises when, as our knowledge of a business grows, our confidence in a single (but highly uncertain!) future grows even more quickly. Because of a highly informed inside view of each specific investment, our calibration of the reference class (the base rate statistical average, or the outside view of what has actually shown to most likely happen in similar situations) may be crowded out.5
Investing decisions are best made with a balanced account of the inside and outside views. However, the nature of our endeavor, to strive to find truly special Quality companies that can and do defy base rates, means that we must invest counter to what action the outside view suggests, and do it regularly. We knowingly override it.
The error is not in investing counter to what the outside view might recommend, but in not adequately using a tool we have available to marry the two views: position sizing. Knowing the outside view, of both the reference class of the stock and the business, should help us better assess the odds our inside view is correct, which should help establish guardrails for the amount of capital we put at risk in a given stock or class of risk exposures.
This is an exercise we can, will, and must do better. The outside view is something that has already entered our conversations more and more – like a voice over our shoulder. Practical implementations we are exploring further are making the outside view explicit in a premortem6 or establishing the role of a decision observer.7 Refinement of our process is ongoing and we’re energized when we uncover helpful possible solutions.
5 | For a deeper dive into the Inside/Outside view problem, we highly recommend Thinking Fast and Slow by Daniel Khaneman and Think Twice by Michael Mauboussin. |
6 | Professor Gary Klein has been the leading thinker on premortems. We are grateful for his continued work on the subject. |
7 | The role of a “decision observer” was introduced to us in the book Noise, by Daniel Kahneman, Olivier Sibony, and Cass Sunstein. On page 240 they write, “We suggest that observers can be trained to spot, in real time, the diagnostic signs that one or several familiar biases are affecting someone else’s decisions or recommendations.” |
Motley Fool Asset Management ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2022 (Unaudited)
MARKET PERFORMANCE AND COMMENTARY
Coming into calendar year 2022, the U.S. economy was strong and inflation was accelerating. Some level of inflation was expected as the result of shifting consumption patterns influenced by the flow-through of pandemic imbalances. The prevailing debate was whether this would fix itself (this was the U.S. Federal Reserve’s (the “Fed”) thinking) or be persistent. The purity of that debate was muddied as early 2022 brought about the Russian invasion of Ukraine and China’s continued aggressive lockdown policy to manage the spread of COVID – both events mucking up global supply chains and exacerbating the supply-demand imbalance that has been feeding inflation.
Over the full year fiscal period of September 1, 2021 to August 31, 2022, monthly U.S. inflation rates were between 5.4% and 9.1%. This, unsurprisingly, contributed to the Fed’s Open Market Committee decision to raise rates by 25 basis points, 50 basis points, 75 basis points, and another 75 basis points between March and July of this year. (Although outside the fiscal year ended August 31, 2022, we know the Fed raised another 75 basis points in September.) They were busy, and the aggressive pace of rate increases marked a clear new stance in monetary policy. This shift, alongside weakening European economic outlooks, had a negative impact on markets broadly as investors dealt with greater uncertainty, grappled with the likelihood of a global recession, and repriced risk.
The broad brush outcome was that, for the full year period of September 1, 2021 to August 31, 2022, there was almost no safe place to hide.
Cash lost value given the strongly rising inflation. Bonds had a historically poor period, falling more than 10% as interest rates moved higher. Gold, often seen as a safe-haven and beneficiary of inflation, lost more than 5%. Bellwether large capitalization stocks fell 12% with eight of 11 sectors declining. Small- and mid-capitalization stocks fell similarly to large caps. Simple style preferences offered no reprieve, with growth stocks continuing their recent trend of underperformance relative to value stocks (-17% vs -5%). Outside the U.S., global stocks fell 20%.8
ACTIVE ETF PERFORMANCE AND COMMENTARY
Motley Fool Global Opportunities ETF
With that sour backdrop, the Motley Fool Global Opportunities ETF returned -27.61% during the fiscal year ended August 31, 2022, trailing its benchmark’s return of -15.98% for the same period. Cumulatively since inception, the Motley Fool Global Opportunities ETF has returned 91.55% versus 70.94% returns for the benchmark over the same period.9
During the period, the ETF’s investments’ tilt towards growth companies, a lack of exposure to the Energy sector, and security selection within the Information Technology sector drove its underperformance. These headwinds were offset by strong security selection within the Industrials and Consumer Staples sectors. Our aim, as you know, is to construct 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 the bulk of any relative performance versus the benchmark to stock selection. That was again the case this year.
8 | Bonds are represented by the S&P U.S. Aggregate Bond Index. The index is designed to measure the performance of publicly issued U.S. dollar denominated investment-grade debt. Gold is represented by the COMEX price per troy ounce of gold. Large capitalization stocks are represented by the S&P 500 TR Index. The index measures the total return performance of 500 leading companies comprising nearly 80% of available U.S. market capitalization. Small capitalization stocks are represented by the S&P SmallCap 600 TR Index. The index measures the total return performance of 600 small-sized U.S. companies that meet certain liquidity and financial thresholds. Mid-capitalization stocks are represented by the S&P MidCap 400 TR Index. The index measures the total return performance of 400 mid-sized U.S. companies comprising about 5% of available U.S. market capitalization. Growth stocks are represented by the S&P 500 Growth TR Index. The index measures the performance of a subset of S&P 500 stocks based on three factors: sales growth, the ratio of earnings change to price, and momentum. Value stocks are represented by the S&P 500 Value TR Index. The index measures the performance of a subset of S&P 500 stocks based on three factors: the ratios of book value, earnings, and sales to price. Global stocks are represented by the S&P Global X-US BMI TR Index. The index measures stock market performance globally, including developed and emerging markets, but excluding the U.S. |
9 | Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 6/17/2014, which represents the inception of the Advisor share class of the pre-conversion mutual fund. The benchmark of the Motley Fool Global Opportunities ETF is the FTSE Global All Cap Net Tax Index. |
Motley Fool Asset Management ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2022 (Unaudited)
The top three contributors to returns10 were Gentera (+45%), Waste Connections (+8%), and Costco (+15%). Gentera has historically been a unique, group lender in several Latin American countries. Management has deftly handled pandemic and general macroeconomic challenges, achieving admiral loan and customer growth in Mexico and Peru while keeping costs in check. Shares soared as the company won back investor confidence, though we chose to sell our position towards the end of the period as the company’s business model is changing via its entry into a more crowded lending arena. Waste Connections is a North American trash hauler with irreplaceable landfill assets and an admirable service record. Trash collection is a safe-haven type of business that often does well in uncertain times – demand for its services doesn’t change much regardless of world events and proven pricing power above the rate of inflation are key business model features that investors are looking for. Costco, the membership retail behemoth, continues to use its scale to bring more products and services to its loyal customer base. The value proposition, in terms of savings and purchase confidence, has never been stronger, in our view, and the model continues to translate outside the core U.S. market.
The bottom three contributors to returns were Paypal Holdings(-68%), MercadoLibre (-54%), and Everbridge (-75%). Paypal remains an entrenched player in online payments, but it has seen its primary end market (ecommerce) slow as pandemic demand pull-forward is digested. A lack of internal innovation has also contributed to slowing new user growth, and several high profile leaders have left the company. Payments remains a hyper-competitive and dynamic industry, but Paypal’s scale and newfound sense of urgency equip it well to thrive once again. MercadoLibre, the everything business in Latin America, continues to strengthen its network effects across commerce and payments. The only significant business blip we have seen is a spike in non-payments of installment loans at peer companies (many e-commerce transactions are paid by installment in Latin America). The more likely drivers of the stock’s decline, in our view, are the simple market-wide declines in highly-valued tech companies that were clear pandemic beneficiaries. Everbridge’s decline has been swift. In early December, during a widespread sell-off of many software businesses, the company announced the unexpected resignation of its CEO and preliminary 2022 guidance that was lower than expected. This was a powerfully poisonous cocktail and shares fell by nearly half in a single day. As the dust has settled, it appears that the former CEO was too aggressive pursuing growth via acquisitions and product launches, at the expense of product integration and a clear product map. Under new leadership, and with greater focus, we believe these issues are fixable.
Motley Fool Mid-Cap Growth ETF
The Motley Fool Mid-Cap Growth ETF returned -26.66% during the fiscal year ended August 31, 2022, edging its benchmark’s return of -26.69% for the same period. Cumulatively since inception (8 years and counting!), the Motley Fool Mid-Cap Growth ETF has returned 79.75% versus 111.00% returns for its benchmark over the same period.11
The ETF’s performance, relative to its benchmark, was impacted by a lack of exposure to the energy sector, which was strong and where we had no investment. Performance was also driven by our investments in the Consumer Discretionary and Financials sectors, where our stock selection was strong, and offset by stock selection in the Information Technology and Healthcare sectors.
The top three contributors to returns were Brown & Brown (+9%), Healthequity (+3%), and Broadridge Financial Solutions (+1%). Brown & Brown is an insurance broker that has been churning out great results – quarterly results have been consistently outstanding. Insurance, itself, is a cyclical market and Brown is benefiting from strong pricing that won’t last forever. However, its ability to grow policy count, make smart acquisitions, and manage costs have helped its business perform well through up and down cycles. HealthEquity, the largest administrator of Health Savings Accounts, is a beneficiary of the rising interest rate and inflation environment. Account holders opt to invest their savings in funds or cash, and as rates rise, the interest earned on that cash rises too. As an administrator, HealthEquity earns more on better rates and higher balances. Inflation is also likely to drive healthcare costs higher, in general, and should continue to highlight the value of Health Savings Accounts and benefit HealthEquity with greater adoption and contributions. Broadridge had a business-as-usual year. Its business model benefits from facilitating investor communications required by law which provides steady demand it has been able to turn into stable cash flow. This stability and proven profit engine are highly prized by investors given all the uncertainties elsewhere, and shares of the company’s stock have held up recently.
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. Inception of the ETF was 6/17/2014, which represents the inception of the Advisor share class of the pre-conversion mutual fund. The benchmark of the Motley Fool Mid-Cap Growth ETF is the Russell Midcap Growth Total Return Index. |
Motley Fool Asset Management ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2022 (Unaudited)
The bottom three contributors to returns were Axon Enterprise (-36%), Teladoc Health (-77%), and Everbridge (-75%). Axon Enterprise, the business, continues to hum along. Its safety, transparency, and efficiency-focused products are resonating with law enforcement far and wide. However, the company’s CFO unexpectedly took another job and several members of its ethics board resigned in the wake of the company pushing forward its Taser-equipped drone initiative. The CFO departure is a clear loss for the company, but one which we believe will be overcome. The ethics board drama bears watching. Axon is a mission-driven company and its Founder/CEO’s ambition is great – but we have admired the checks and balances of impartial counsel and dislike the apparent lack of teeth it has been given. Telemedicine provider Teladoc continues to struggle to achieve profitability even as the pandemic created a strong adoption and utilization tailwind for its business. In addition, in the second calendar quarter of 2022, management wrote down over $6 billion of goodwill from its 2020 merger with Livongo Health. In hindsight, the merger was an obviously atrocious capital allocation decision, and combined with continued uneven execution, we have lost faith in management and sold our position. We detailed Everbridge’s poor performance above, in the Motley Fool Global Opportunities ETF section.
Motley Fool Small-Cap Growth ETF
The Motley Fool Small-Cap Growth ETF returned -36.66% during the fiscal year ended August 31, 2022, exceeding its benchmark’s decline of -25.26% for the same period. Cumulatively since inception, the Motley Fool Small-Cap Growth ETF has returned 38.08% versus 27.87% returns for the benchmark over the same period.12
The ETF’s performance, relative to its benchmark, was impacted negatively by an underweight of exposure to the Energy sector. However, the primary driver of underperformance was stock selection in the Industrials, Financials, and Information Technology sectors. The market environment was highly punitive to companies delaying profits to pursue growth and market development. Our holdings were not spared, with roughly one-third of the portfolio’s holdings declining in price by 50% or more.
The top three contributors to returns13 were Ping Identity Holding (+8%), Northern Oil and Gas (+15%), and PTC Therapeutics (+14%). Enterprise security software veteran Ping Identity had been working hard to transform its business to be a long-term winner in the critical enterprise security world. Private Equity firm Thoma Bravo apparently believed this too, and announced it would take Ping private at an enterprise value of $2.8 billion. The transaction had not yet closed at period end and Ping shares have continued to bop around the buyout price. We purchased shares of Northern Oil and Gas in May. Historically, we haven’t found many businesses in the Energy sector that meet our Quality threshold, but Northern’s unique business model and strong leadership fit the bill. The company buys up land leases and then lets other exploration and production companies drill on their land. As the land owner, Northern can choose to participate in the production cash flows or not. We believe the company’s controlling family has valuable insights and experience to make that decision wisely, more often than not. As energy prices increase, the value of Northern’s land rights and production options has increased. PTC Therapeutics is a biotechnology company that focuses on orphan diseases. More often than not, the performance of companies like PTC depends on whether there have been beneficial or adverse developments in the perceived medical and commercial progress of its drug pipeline. PTC had positive news on both fronts as its diversified portfolio of drugs and candidates continues to demonstrate value and efficacy.
The bottom three contributors to returns were Everbridge (-75%), Cardlytics (-85%), and Heska (-66%). We detailed Everbridge’s poor performance above, in the Motley Fool Global Opportunities ETF section. Cardlytics provides app-native digital advertising solutions to financial institutions. The business experienced a tumultuous year, punctuated by executive turnover, slow-moving customers, and a potentially competitive acquisition by a key customer. The stock’s decline reflects this, as well as the aggressive sell-off of profit promise stocks we outlined earlier. In our view, the new CEO brings the right experience for Cardlytics’ future, development of its self-serve ad platform has gone well, and the likelihood of customer defection remains low. In short, we think the market is getting this one wrong. Heska provides diagnostic tools and tests to veterinarians. Investors had bid up shares reflecting what we believe to be the company’s strong execution strengthening its domestic business and vision in becoming a market leader in several non-U.S. markets. Investors fear that a pandemic-related pet adoption boom may harm upcoming growth rates, which we view as a likely short-term blip in a longer-term attractive opportunity.
12 | Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 10/29/2018, which represents the inception of the Advisor share class of the pre-conversion mutual fund. The benchmark is the Russell 2000 Growth Total Return Index. |
13 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
Motley Fool Asset Management ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2022 (Unaudited)
PASSIVE ETF PERFORMANCE AND COMMENTARY
Motley Fool 100 Index ETF
The Motley Fool 100 Index ETF declined -19.18% during the fiscal year ended August 31, 2022. During the same period, the Motley Fool 100 Index, which the Motley Fool 100 Index ETF is designed to track, declined -18.79% and the S&P 500 Total Return Index declined -11.23%. Cumulatively since inception, the Motley Fool 100 Index ETF returned 73.03%. Over that period, the Motley Fool 100 Index returned 77.03% and the S&P 500 Index returned 50.38%.14
The ETF’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 and transaction costs. A small cash balance across the period and securities lending income helped reduce tracking error.
As a passive implementation of active stock selection, the ETF’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 Fool, LLC.15 The Motley Fool 100 Index has historically had, and continues through this measurement period to have, a top-heavy construction and concentration in a subset of sectors. As a result, the largest holdings and sector exposures have a significant impact on overall performance.
The top three contributors16 to the Motley Fool 100 Index ETF’s performance were UnitedHealth Group (+26%), Apple (+5%) and Costco (+15%). These three companies had a combined average portfolio weight during the period of more than 16%. The bottom three contributors were Meta Platforms (-57%), Alphabet (-25%), and Amazon (-27%). These three companies had a combined average portfolio weight during the period of nearly 20%.
Over the period from September 1, 2021 to August 31, 2022, a drastic underweighting to the Energy sector and overweighting to the Communication Services sector drove underperformance versus the S&P 500 Index.
Motley Fool Next Index ETF
On December 30, 2021, we launched The Motley Fool Next Index ETF. Over the period from December 30, 2021 to August 31, 2022, the ETF declined -24.88%. During the same period, the Motley Fool Next Index, which the Motley Fool Next Index ETF is designed to track, declined -24.72% and the Russell Midcap Growth Total Return Index (the “benchmark”) declined -25.42%.17
The ETF’s net asset value return differed from that of its underlying index, the Motley Fool Next Index, due primarily to the deduction of management fees and transaction costs. A small cash balance across the period helped reduce tracking error.
As a passive implementation of active stock selection, the ETF’s performance in each period is reflective of the construction of its underlying index, the Motley Fool Next Index, which is a market capitalization weighted index of the mid- and small-capitalization U.S. companies that have been recommended by The Motley Fool, LLC’s analysts, or research publications.18
The top three contributors to the Motley Fool Next Index ETF’s performance were McKesson (+31%), EPAM Systems (+44%) and Cloudflare (+43%). These three companies had a combined average portfolio weight during the period of a bit more than 3%. The bottom three contributors were The Trade Desk (-33%), Zebra Technologies (-50%), and Wayfair (-73%). These three companies had a combined average portfolio weight during the period of 3%.
14 | 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 8/31/2022 was -19.24%, and since inception, was 12.70%. Inception of the Motley Fool 100 Index ETF was 1/29/2018. |
15 | 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/ |
16 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
17 | Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool Next Index ETF for the period from 12/30/2021 to 8/31/2022 was -24.97%. |
18 | 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 (Continued)
AUGUST 31, 2022 (Unaudited)
The Motley Fool Next Index was significantly underweight in the Energy sector and overweight in the Communication Services sector, relative to the benchmark. During the year ended August 31, 2022, the ETF reflected these relative positions, and performance suffered accordingly. Stock selection was strongest in the Healthcare sector to which the Motley Fool Next Index and ETF maintained a modest underweight to the benchmark.
Motley Fool Capital Efficiency 100 Index ETF
On December 30, 2021, we launched The Motley Fool Capital Efficiency 100 Index ETF. Over the period from December 30, 2021 to August 31, 2022, the ETF declined -23.13%. During the same period, the Motley Fool Capital Efficiency 100 Index, which the Motley Fool Capital Efficiency 100 Index ETF is designed to track, declined -23.07% and the S&P 500 Total Return Index (the “benchmark”) declined -16.36%.19
The ETF’s net asset value return differed from that of its underlying index, the Motley Fool Capital Efficiency 100 Index, due primarily to the deduction of management fees and transaction costs. A small cash balance across the period helped reduce tracking error.
As a passive implementation of active stock selection, the ETF’s performance in each period is reflective of the construction of its underlying index, the Motley Fool Capital Efficiency 100 Index, which tracks the performance of the highest scoring stocks of U.S. companies, measured by a company’s capital efficiency, that have been recommended The Motley Fool’s analysts and newsletters.20 Capital efficiency is a measure of how a business turns its investments into revenue and profit, and it provides insight into the company’s return on invested capital.
The top three contributors21 to the Motley Fool Capital Efficiency Index ETF’s performance were UnitedHealth Group (+4%), Texas Instruments (+8%) and Vertex Pharmaceuticals (+27%). These three companies had a combined average portfolio weight during the period of nearly 7%. The bottom three contributors were Meta Platforms (-53%), NVIDIA (-49%), and Alphabet (-25%). These three companies had a combined average portfolio weight during the period of just over 14%.
The Motley Fool Capital Efficiency 100 Index was significantly underweight in the Energy sector and overweight in the Communication Services and Information Technology sectors, relative to the benchmark during the period ended August 31, 2022. In fact, the Index and ETF had no Energy sector exposure and nearly 55% to Communication Services and IT, compared to 4% and 37%, respectively, for the benchmark.
MORE IMPORTANT THAN EVER
We know that in challenging, stressful times the timeframe of the typical market participant shrinks. We posit that there is a degree of pessimism-extrapolation present in equity markets today. This puts us squarely in a place where maintaining a long-term orientation is increasingly valuable to achieve long-term returns.
Thankfully, our investing philosophy guides us to do just that. Our focus remains on patiently owning a collection of special, Quality businesses that will create winning outcomes for their stakeholders over time. We hope this orientation still rings true to you.
We remain thankful for and humbled by your trust.
Onward,
Bryan Hinmon
Chief Investment Officer, Motley Fool Asset Management LLC
19 | Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool Capital Efficiency 100 Index ETF for the period 12/30/2021 to 8/31/2022 was -23.09%. |
20 | 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/ |
21 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
Motley Fool Asset Management ETFS
Letter to Shareholders (Concluded)
AUGUST 31, 2022 (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.
Motley Fool GLOBAL OPPORTUNITIES ETF
Portfolio Characteristics
(Unaudited)
Average Annual Total Returns for the periods ended AUGUST 31, 2022 |
| One Year | FIVE YEAR | Since Inception | Inception Date |
Motley Fool Global Opportunities ETF* | -27.61% | 8.87% | 8.24% | 6/17/2014 |
FTSE Global All Cap Net Tax Index** | -15.98% | 7.06% | 6.75%(1) | — |
Fund Expense Ratio:(2) 0.85% |
Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.
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.fooletfs.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) | 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 tables in this report. See the Financial Highlights for more current expense ratios. |
* | The Motley Fool Global Opportunities ETF 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 9,500 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. |
Motley Fool GLOBAL OPPORTUNITIES ETF
Portfolio Characteristics (CONTINUED)
(Unaudited)
The investment objective of the Motley Fool Global Opportunities ETF 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, 2022. Portfolio holdings are subject to change without notice.
Top Ten Holdings | % OF NET Assets |
Amazon.com, Inc. | 5.9% |
Mastercard, Inc., Class A | 5.7 |
Watsco, Inc. | 5.0 |
Atlassian Corp., PLC, Class A | 4.7 |
Waste Connections, Inc. | 4.4 |
Alphabet, Inc., Class C | 4.0 |
Cellnex Telecom SA | 3.7 |
Axon Enterprise, Inc. | 3.6 |
ICON PLC | 3.4 |
International Container Terminal Services, Inc. | 3.2 |
| 43.6% |
Motley Fool GLOBAL OPPORTUNITIES ETF
Portfolio Characteristics (Concluded)
(Unaudited)
The Motley Fool Global Opportunities ETF 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 |
Industrials | 20.5% |
Information Technology | 19.7 |
Consumer Discretionary | 14.2 |
Financials | 12.7 |
Communication Services | 12.1 |
Real Estate | 8.6 |
Health Care | 7.5 |
Consumer Staples | 2.4 |
| 97.7% |
Top ten Countries | % OF Net Assets |
United States* | 54.0% |
Canada | 9.2 |
Ireland | 6.0 |
Australia | 4.7 |
Spain | 3.7 |
Philippines | 3.2 |
China | 3.2 |
Taiwan | 3.1 |
United Kingdom | 2.8 |
India | 2.6 |
| 92.5% |
* | As of the date of this report, the Fund had a holding of 2.1% in the U.S. Bank Money Market Deposit Account. |
Motley Fool MID-CAP GROWTH ETF
Portfolio Characteristics
(Unaudited)
Average Annual Total Returns for the periods ended AUGUST 31, 2022 |
| One Year | FIVE YEAR | Since Inception | Inception Date |
Motley Fool Mid-Cap Growth ETF* | -26.66% | 7.69% | 7.41% | 6/17/2014 |
Russell MidCap® Growth Total Return Index** | -26.69% | 10.16% | 9.53%(1) | — |
Fund Expense Ratio:(2) 0.85% |
Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.
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.fooletfs.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) | 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 tables in this report. See the Financial Highlights for more current expense ratios. |
* | The Motley Fool Mid-Cap Growth ETF 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 Motley Fool Mid-Cap Growth ETF 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.
Motley Fool MID-CAP GROWTH ETF
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 Motley Fool Mid-Cap Growth ETF 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, 2022.Portfolio holdings are subject to change without notice.
Top ten Holdings | % OF Net Assets |
Watsco, Inc. | 7.5% |
SBA Communications Corp. | 6.2 |
Brown & Brown, Inc. | 5.3 |
Paylocity Holding Corp. | 5.0 |
ResMed, Inc. | 4.7 |
Markel Corp. | 4.5 |
Tyler Technologies, Inc. | 4.5 |
Axon Enterprise, Inc. | 4.5 |
Fastenal Co. | 4.1 |
Broadridge Financial Solutions, Inc. | 4.0 |
| 50.3% |
The Motley Fool Mid-Cap Growth ETF 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 | 28.0% |
Industrials | 20.2 |
Financials | 13.5 |
Health Care | 11.7 |
Consumer Discretionary | 10.6 |
Real Estate | 9.8 |
| 93.8% |
Motley Fool 100 Index ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED AUGUST 31, 2022 |
| One Year | THREE Years | Since Inception | Inception Date |
Motley Fool 100 Index ETF | -19.18% | 15.26% | 12.70% | 1/29/2018 |
Motley Fool 100 Index* | -18.79% | 15.85% | 13.26%(1) | — |
S&P 500* Total Return Index** | -11.23% | 12.39% | 9.30%(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 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.fooletfs.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, 2022. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Apple, Inc. | 14.1% |
Microsoft Corp. | 10.8 |
Alphabet, Inc., Class C | 7.9 |
Amazon.com, Inc. | 7.1 |
Tesla, Inc. | 4.7 |
Berkshire Hathaway, Inc., Class B | 3.4 |
UnitedHealth Group, Inc. | 2.7 |
Meta Platforms, Inc., Class A | 2.4 |
Johnson & Johnson | 2.3 |
Visa, Inc., Class A | 2.3 |
| 57.7% |
The Motley Fool 100 Index ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”). We believe that this makes the SOI classifications more standard with the rest of the industry.
Sector Allocation | % OF Net Assets |
Information Technology | 41.9% |
Consumer Discretionary | 17.1 |
Communication Services | 14.0 |
Health Care | 11.0 |
Financials | 8.0 |
Industrials | 3.0 |
Real Estate | 1.6 |
Consumer Staples | 1.5 |
Utilities | 0.9 |
Materials | 0.6 |
Energy | 0.2 |
| 99.8% |
MOTLEY FOOL SMALL-CAP GROWTH ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED AUGUST 31, 2022 |
| One Year | Three Years | Since Inception | Inception Date |
Motley Fool Small-Cap Growth ETF | -36.66% | 5.79% | 8.77% | 10/29/2018 |
Russell 2000 Growth Total Return® Index* | -25.26% | 5.93% | 6.61%(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 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. |
MOTLEY FOOL SMALL-CAP GROWTH ETF
Portfolio Characteristics (CONCLUDED)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the Motley Fool Small-Cap Growth ETF was invested in as of August 31, 2022. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Watsco, Inc. | 6.6% |
Alarm.com Holdings, Inc. | 6.2 |
Ping Identity Holding Corp. | 5.5 |
Axon Enterprise, Inc. | 5.1 |
Paylocity Holding Corp. | 4.3 |
Globus Medical, Inc., Class A | 4.2 |
Penumbra, Inc. | 3.8 |
Heska Corp. | 3.8 |
Gentex Corp. | 3.4 |
RADA Electronic Industries Ltd. | 3.4 |
| 46.3% |
The Motley Fool Small-Cap Growth ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.
Sector Allocation | % OF Net Assets |
Information Technology | 25.0% |
Industrials | 22.5 |
Health Care | 20.5 |
Real Estate | 9.0 |
Consumer Discretionary | 7.5 |
Financials | 4.9 |
Energy | 2.8 |
Communication Services | 1.4 |
| 93.6% |
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED AUGUST 31, 2022 |
| Since Inception† | Inception Date |
Motley Fool Capital Efficiency 100 Index ETF | -23.13% | 12/30/2021 |
Motley Fool Capital Efficiency 100 Index* | -23.07%(1) | — |
S&P 500 Total Return Index** | -16.36%(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 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 Capital Efficiency 100 Index (“Capital Efficiency 100 Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2021 and is a proprietary, rules-based index designed to track the performance of the highest scoring stocks of U.S. companies, measured by a company’s capital efficiency, that have been recommended by The Motley Fool’s analysts and newsletters, and that also meet certain liquidity requirements. Capital efficiency is a measure of how a business turns its investments into revenue and profit and it provides insight into the company’s return on invested capital. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The Capital Efficiency 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 Capital Efficiency 100 Index, including its value, is available on the websites of the Fund at www.fooletfs.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 CAPITAL EFFICIENCY 100 INDEX ETF
Portfolio Characteristics (CONCLUDED)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the Motley Fool Capital Efficiency 100 Index ETF was invested in as of August 31, 2022. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Apple, Inc. | 5.6% |
Amazon.com, Inc. | 5.6 |
UnitedHealth Group, Inc. | 5.4 |
Home Depot, Inc., (The) | 5.0 |
Microsoft Corp. | 4.9 |
Visa, Inc., Class A | 4.9 |
Alphabet, Inc., Class C | 4.7 |
Meta Platforms, Inc., Class A | 4.6 |
Mastercard, Inc., Class A | 4.5 |
Johnson & Johnson | 4.4 |
| 49.6% |
The Motley Fool Capital Efficiency 100 Index ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.
Sector Allocation | % OF Net Assets |
Information Technology | 43.6% |
Health Care | 17.0 |
Consumer Discretionary | 16.3 |
Communication Services | 12.2 |
Industrials | 5.4 |
Consumer Staples | 4.1 |
Materials | 0.8 |
Financials | 0.4 |
| 99.8% |
MOTLEY FOOL NEXT INDEX ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED AUGUST 31, 2022 |
| Since Inception† | Inception Date |
Motley Fool Next Index ETF | -24.88% | 12/30/2021 |
Motley Fool Next Index* | -24.72%(1) | — |
Russell Midcap® Growth Total Return Index** | -25.42%(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 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 Next Index (“Next Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2021 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. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The Next 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 Next Index, including its value, is available on the websites of the Fund at www.fooletfs.com and the Index Calculation Agent, at www.solactive.com. You cannot invest directly in an index. |
** | 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. |
MOTLEY FOOL NEXT INDEX ETF
Portfolio Characteristics (CONCLUDED)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the Motley Fool Next Index ETF was invested in as of August 31, 2022. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Arista Networks, Inc. | 2.3% |
Warner Bros Discovery, Inc. | 2.0 |
Trade Desk, Inc., (The), Class A | 1.9 |
Cummins, Inc. | 1.9 |
Nasdaq, Inc. | 1.8 |
Corning, Inc. | 1.8 |
Seagen, Inc. | 1.8 |
Alnylam Pharmaceuticals, Inc. | 1.5 |
EPAM Systems, Inc. | 1.5 |
Sirius XM Holdings, Inc. | 1.5 |
| 18.0% |
The Motley Fool Next Index ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.
Sector Allocation | % OF Net Assets |
Information Technology | 37.5% |
Consumer Discretionary | 14.6 |
Health Care | 13.4 |
Industrials | 12.1 |
Communication Services | 8.5 |
Financials | 8.1 |
Consumer Staples | 3.3 |
Materials | 1.0 |
Real Estate | 1.0 |
Energy | 0.2 |
| 99.7% |
Motley Fool Asset Management ETFs
Fund Expense Examples
AUGUST 31, 2022 (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 any), including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2022 through August 31, 2022, 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, 2022 (Unaudited)
| Beginning Account Value march 1, 2022 | Ending Account Value august 31, 2022 | Expenses Paid During Period(1) | Annualized Expense Ratio | Actual Six-Month Total Investment Returns for the Funds |
Motley Fool Global Opportunities ETF | | | | | |
Actual | $ 1,000.00 | $ 877.40 | $ 4.02 | 0.85% | -12.26% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85% | N/A |
Motley Fool Mid-Cap Growth ETF | | | | | |
Actual | $ 1,000.00 | $ 878.50 | $ 4.02 | 0.85% | -12.15% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85% | N/A |
Motley Fool 100 Index ETF | | | | | |
Actual | $ 1,000.00 | $ 874.50 | $ 2.36 | 0.50% | -12.55% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,022.68 | 2.55 | 0.50% | N/A |
Motley Fool Small-Cap Growth ETF | | | | | |
Actual | $ 1,000.00 | $ 812.70 | $ 3.88 | 0.85% | -18.73% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85% | N/A |
Motley Fool Capital Efficiency 100 Index ETF | | | | |
Actual | $ 1,000.00 | $ 879.60 | $ 2.37 | 0.50% | -12.04% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,022.68 | 2.52 | 0.50% | N/A |
Motley Fool Next Index ETF | | | | | |
Actual | $ 1,000.00 | $ 858.00 | $ 2.34 | 0.50% | -14.20% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,022.68 | 2.52 | 0.50% | N/A |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2022 through August 31, 2022, 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 in the first section in the table is based on the actual since inception total investment return for the Fund. |
Motley Fool global opportunities ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 97.7% | | | | | | | | |
Aerospace & Defense — 3.6% | | | | | | | | |
Axon Enterprise, Inc. (United States)(a)* | | | 131,952 | | | $ | 15,396,159 | |
Banks — 6.9% | | | | | | | | |
Bank of Georgia Group PLC (Georgia) | | | 257,804 | | | | 5,989,800 | |
HDFC Bank., Ltd., ADR (India) | | | 185,356 | | | | 11,315,984 | |
Signature Bank/NY (United States) | | | 52,188 | | | | 9,099,500 | |
SVB Financial Group (United States)(a)* | | | 8,544 | | | | 3,473,307 | |
| | | | | | | 29,878,591 | |
Capital Markets — 3.4% | | | | | | | | |
Brookfield Asset Management, Inc., Class A (Canada) | | | 261,710 | | | | 12,590,868 | |
Georgia Capital PLC (Georgia)* | | | 273,377 | | | | 2,172,255 | |
| | | | | | | 14,763,123 | |
Commercial Services & Supplies — 4.4% | | | | | | | | |
Waste Connections, Inc. (Canada) | | | 136,376 | | | | 18,980,812 | |
Diversified Telecommunication Services — 3.7% | | | | | | | | |
Cellnex Telecom SA (Spain)*(d) | | | 413,330 | | | | 16,104,198 | |
Entertainment — 2.1% | | | | | | | | |
Universal Music Group NV (Netherlands) | | | 461,736 | | | | 9,190,452 | |
Equity Real Estate Investment Trusts (REITs) — 7.3% | | | | | | | | |
American Tower Corp. (United States) | | | 39,624 | | | | 10,066,477 | |
Equinix, Inc. (United States) | | | 17,600 | | | | 11,569,712 | |
SBA Communications Corp. (United States) | | | 31,276 | | | | 10,172,519 | |
| | | | | | | 31,808,708 | |
Food & Staples Retailing — 2.5% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 20,302 | | | | 10,599,674 | |
Health Care Equipment & Supplies — 4.1% | | | | | | | | |
Medtronic PLC (Ireland) | | | 129,536 | | | | 11,388,805 | |
ResMed, Inc. (United States) | | | 28,160 | | | | 6,192,947 | |
| | | | | | | 17,581,752 | |
Health Care Providers & Services — 0.0% | | | | | | | | |
NMC Health PLC (United Arab Emirates)(b)* | | | 485,482 | | | | — | |
The accompanying notes are an integral part of these financial statements.
Motley Fool global opportunities ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Hotels, Restaurants & Leisure — 5.8% | | | | | | | | |
Starbucks Corp. (United States) | | | 136,376 | | | $ | 11,465,130 | |
Yum China Holdings, Inc. (China)(a) | | | 272,301 | | | | 13,645,003 | |
| | | | | | | 25,110,133 | |
Insurance — 2.4% | | | | | | | | |
Aon PLC, Class A (United Kingdom) | | | 37,948 | | | | 10,597,359 | |
Interactive Media & Services — 4.0% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 159,304 | | | | 17,388,032 | |
Internet & Direct Marketing Retail — 8.4% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 200,980 | | | | 25,478,235 | |
MercadoLibre, Inc., Class A (Uruguay)* | | | 12,659 | | | | 10,828,002 | |
| | | | | | | 36,306,237 | |
IT Services — 7.3% | | | | | | | | |
Mastercard, Inc., Class A (United States) | | | 75,632 | | | | 24,532,752 | |
PayPal Holdings, Inc. (United States)* | | | 77,340 | | | | 7,226,649 | |
| | | | | | | 31,759,401 | |
Life Sciences Tools & Services — 3.4% | | | | | | | | |
ICON PLC (Ireland)* | | | 70,400 | | | | 14,772,032 | |
Machinery — 0.5% | | | | | | | | |
FANUC Corp. (Japan) | | | 14,080 | | | | 2,283,914 | |
Media — 2.1% | | | | | | | | |
Comcast Corp., Class A (United States) | | | 206,680 | | | | 7,479,749 | |
System1 Group PLC (United Kingdom)* | | | 567,240 | | | | 1,449,714 | |
| | | | | | | 8,929,463 | |
Real Estate Management & Development — 1.3% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 32,202 | | | | 5,570,946 | |
Road & Rail — 2.0% | | | | | | | | |
Canadian National Railway Co. (Canada) | | | 71,394 | | | | 8,489,461 | |
Semiconductors & Semiconductor Equipment — 3.1% | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR (Taiwan) | | | 161,724 | | | | 13,479,695 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool global opportunities ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Software — 9.2% | | | | | | | | |
Atlassian Corp., PLC, Class A (Australia)*ADR | | | 82,672 | | | $ | 20,474,547 | |
Everbridge, Inc. (United States)(a)* | | | 99,868 | | | | 3,972,749 | |
Paycom Software, Inc. (United States)* | | | 32,584 | | | | 11,443,501 | |
Splunk, Inc. (United States)* | | | 45,760 | | | | 4,119,773 | |
| | | | | | | 40,010,570 | |
Trading Companies & Distributors — 6.8% | | | | | | | | |
Fastenal Co. (United States) | | | 161,222 | | | | 8,114,303 | |
Watsco, Inc. (United States)(a) | | | 79,152 | | | | 21,531,719 | |
| | | | | | | 29,646,022 | |
Transportation Infrastructure — 3.2% | | | | | | | | |
International Container Terminal Services, Inc. (Philippines) | | | 4,331,453 | | | | 13,976,659 | |
Wireless Telecommunication Services — 0.2% | | | | | | | | |
Safaricom PLC (Kenya) | | | 4,000,000 | | | | 930,116 | |
Total Common Stocks (Cost $256,755,317) | | | | | | | 423,553,509 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 7.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44% | | | 33,805,832 | | | | 33,805,832 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $33,805,832) | | | | | | | 33,805,832 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool global opportunities ETF
Schedule of Investments (CONCLUDED)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 2.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(c) | | | 9,326,426 | | | $ | 9,326,426 | |
Total Short-Term Investments (Cost $9,326,426) | | | | | | | 9,326,426 | |
| | | | | | | | |
Total Investments (Cost $299,887,575) — 107.6% | | | | | | | 466,685,767 | |
Liabilities in Excess of Other Assets — (7.6)% | | | | | | | (33,033,724 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 17,518,873 shares outstanding) | | | | | | $ | 433,652,043 | |
* | 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, 2022, the market value of securities on loan was $32,824,775. |
(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, 2022, these securities amounted to $0 or 0% of net assets. |
(c) | The rate shown is as of August 31, 2022. |
(d) | 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, 2022, total market value of Rule 144A securities is $16,104,198 and represents 3.7% of net assets. |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 93.8% | | | | | | | | |
Aerospace & Defense — 4.4% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 79,848 | | | $ | 9,316,665 | |
Air Freight & Logistics — 1.9% | | | | | | | | |
GXO Logistics, Inc. (United States)* | | | 88,688 | | | | 3,935,973 | |
Auto Components — 6.2% | | | | | | | | |
Gentex Corp. (United States) | | | 266,066 | | | | 7,260,941 | |
LCI Industries (United States) | | | 49,163 | | | | 5,696,517 | |
| | | | | | | 12,957,458 | |
Automobiles — 2.5% | | | | | | | | |
Thor Industries, Inc. (United States)(a) | | | 64,322 | | | | 5,210,725 | |
Banks — 3.1% | | | | | | | | |
SVB Financial Group (United States)(a)* | | | 15,979 | | | | 6,495,783 | |
Biotechnology — 0.2% | | | | | | | | |
Ultragenyx Pharmaceutical, Inc. (United States)* | | | 9,778 | | | | 466,313 | |
Electronic Equipment, Instruments & Components — 2.3% | | | | | | | | |
Cognex Corp. (United States) | | | 113,111 | | | | 4,763,104 | |
Equity Real Estate Investment Trusts (REITs) — 6.2% | | | | | | | | |
SBA Communications Corp. (United States) | | | 39,924 | | | | 12,985,281 | |
Health Care Equipment & Supplies — 8.8% | | | | | | | | |
Cooper Companies, Inc., (The) (United States) | | | 22,080 | | | | 6,346,675 | |
Heska Corp. (United States)(a)* | | | 24,051 | | | | 2,190,325 | |
ResMed, Inc. (United States) | | | 44,813 | | | | 9,855,275 | |
| | | | | | | 18,392,275 | |
Health Care Providers & Services — 2.7% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 84,273 | | | | 5,568,760 | |
Insurance — 10.4% | | | | | | | | |
Brown & Brown, Inc. (United States) | | | 177,376 | | | | 11,181,783 | |
Goosehead Insurance, Inc., Class A (United States)* | | | 20,000 | | | | 1,040,000 | |
Markel Corp. (United States)* | | | 7,913 | | | | 9,448,993 | |
| | | | | | | 21,670,776 | |
IT Services — 4.0% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 48,796 | | | | 8,352,411 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Real Estate Management & Development — 3.6% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 43,048 | | | | 7,447,304 | |
Road & Rail — 2.2% | | | | | | | | |
XPO Logistics, Inc. (United States)(a)* | | | 88,688 | | | | 4,649,025 | |
Software — 21.8% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 121,439 | | | | 8,087,838 | |
ANSYS, Inc. (United States)* | | | 7,107 | | | | 1,764,668 | |
Avalara, Inc. (United States)* | | | 22,047 | | | | 2,019,285 | |
Everbridge, Inc. (United States)* | | | 33,490 | | | | 1,332,232 | |
Paycom Software, Inc. (United States)* | | | 19,872 | | | | 6,979,046 | |
Paylocity Holding Corp. (United States)* | | | 43,695 | | | | 10,530,495 | |
Splunk, Inc. (United States)* | | | 60,339 | | | | 5,432,320 | |
Tyler Technologies, Inc. (United States)* | | | 25,204 | | | | 9,363,538 | |
| | | | | | | 45,509,422 | |
Specialty Retail — 1.9% | | | | | | | | |
Tractor Supply Co. (United States) | | | 22,027 | | | | 4,078,299 | |
Trading Companies & Distributors — 11.6% | | | | | | | | |
Fastenal Co. (United States) | | | 171,598 | | | | 8,636,527 | |
Watsco, Inc. (United States)(a) | | | 57,668 | | | | 15,687,426 | |
| | | | | | | 24,323,953 | |
Total Common Stocks (Cost $110,089,287) | | | | | | | 196,123,527 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 15.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44% | | | 31,234,388 | | | | 31,234,388 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $31,234,388) | | | | | | | 31,234,388 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments (CONCLUDED)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 6.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(b) | | | 13,654,888 | | | $ | 13,654,888 | |
Total Short-Term Investments (Cost $13,654,888) | | | | | | | 13,654,888 | |
| | | | | | | | |
Total Investments (Cost $154,978,563) — 115.3% | | | | | | | 241,012,803 | |
Liabilities in Excess of Other Assets — (15.3)% | | | | | | | (31,968,788 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 9,217,511 shares outstanding) | | | | | | $ | 209,044,015 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $30,222,704. |
(b) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.8% | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | |
TransDigm Group, Inc. (United States) | | | 1,262 | | | $ | 757,692 | |
Air Freight & Logistics — 0.3% | | | | | | | | |
FedEx Corp. (United States) | | | 5,987 | | | | 1,262,119 | |
Automobiles — 4.7% | | | | | | | | |
Tesla, Inc. (United States)* | | | 71,689 | | | | 19,758,205 | |
Banks — 2.0% | | | | | | | | |
JPMorgan Chase & Co. (United States) | | | 67,587 | | | | 7,686,669 | |
SVB Financial Group (United States)(a)* | | | 1,361 | | | | 553,274 | |
| | | | | | | 8,239,943 | |
Beverages — 0.3% | | | | | | | | |
Monster Beverage Corp. (United States)* | | | 12,234 | | | | 1,086,746 | |
Biotechnology — 2.0% | | | | | | | | |
Amgen, Inc. (United States) | | | 12,339 | | | | 2,965,062 | |
Biogen, Inc. (United States)* | | | 3,384 | | | | 661,166 | |
Gilead Sciences, Inc. (United States) | | | 28,969 | | | | 1,838,662 | |
Moderna, Inc. (United States)(a)* | | | 9,188 | | | | 1,215,297 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 5,907 | | | | 1,664,356 | |
| | | | | | | 8,344,543 | |
Capital Markets — 2.4% | | | | | | | | |
Charles Schwab Corp., (The) (United States) | | | 43,796 | | | | 3,107,326 | |
CME Group, Inc. (United States) | | | 8,302 | | | | 1,623,954 | |
Intercontinental Exchange, Inc. (United States) | | | 12,944 | | | | 1,305,402 | |
Moody’s Corp. (United States) | | | 4,256 | | | | 1,210,917 | |
S&P Global, Inc. (United States)(a) | | | 7,486 | | | | 2,636,420 | |
| | | | | | | 9,884,019 | |
Chemicals — 0.6% | | | | | | | | |
Ecolab, Inc. (United States) | | | 6,598 | | | | 1,080,950 | |
Sherwin-Williams Co., (The) (United States) | | | 5,979 | | | | 1,387,726 | |
| | | | | | | 2,468,676 | |
Commercial Services & Supplies — 0.8% | | | | | | | | |
Cintas Corp. (United States) | | | 2,365 | | | | 962,177 | |
Copart, Inc. (United States)* | | | 4,990 | | | | 597,053 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Commercial Services & Supplies (continued) |
Waste Management, Inc. (United States) | | | 9,590 | | | $ | 1,620,998 | |
| | | | | | | 3,180,228 | |
Diversified Financial Services — 3.4% | | | | | | | | |
Berkshire Hathaway, Inc., Class B (United States)* | | | 51,009 | | | | 14,323,327 | |
Electric Utilities — 0.9% | | | | | | | | |
NextEra Energy, Inc. (United States)(a) | | | 45,371 | | | | 3,859,257 | |
Entertainment — 2.3% | | | | | | | | |
Activision Blizzard, Inc. (United States) | | | 18,059 | | | | 1,417,451 | |
Electronic Arts, Inc. (United States) | | | 6,458 | | | | 819,327 | |
Netflix, Inc. (United States)* | | | 10,262 | | | | 2,294,173 | |
ROBLOX Corp., Class A (United States)(a)* | | | 13,756 | | | | 537,997 | |
Walt Disney Co., (The) (United States) | | | 42,068 | | | | 4,714,981 | |
| | | | | | | 9,783,929 | |
Equity Real Estate Investment Trusts (REITs) — 1.6% | | | | | | | | |
American Tower Corp. (United States) | | | 10,689 | | | | 2,715,541 | |
Crown Castle, Inc. (United States) | | | 10,002 | | | | 1,708,642 | |
Digital Realty Trust, Inc. (United States) | | | 6,575 | | | | 812,867 | |
Equinix, Inc. (United States) | | | 2,103 | | | | 1,382,449 | |
| | | | | | | 6,619,499 | |
Food & Staples Retailing — 1.3% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 10,233 | | | | 5,342,649 | |
Health Care Equipment & Supplies — 1.4% | | | | | | | | |
Align Technology, Inc. (United States)* | | | 1,821 | | | | 443,778 | |
Becton Dickinson and Co. (United States) | | | 6,584 | | | | 1,661,933 | |
Dexcom, Inc. (United States)* | | | 9,152 | | | | 752,386 | |
IDEXX Laboratories, Inc. (United States)* | | | 1,941 | | | | 674,731 | |
Intuitive Surgical, Inc. (United States)* | | | 8,291 | | | | 1,705,790 | |
ResMed, Inc. (United States) | | | 3,383 | | | | 743,989 | |
| | | | | | | 5,982,607 | |
Health Care Providers & Services — 4.0% | | | | | | | | |
CVS Health Corp. (United States) | | | 30,285 | | | | 2,972,473 | |
HCA Healthcare, Inc. (United States) | | | 6,826 | | | | 1,350,661 | |
McKesson Corp. (United States) | | | 3,317 | | | | 1,217,339 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Health Care Providers & Services (continued) |
UnitedHealth Group, Inc. (United States) | | | 21,668 | | | $ | 11,252,842 | |
| | | | | | | 16,793,315 | |
Health Care Technology — 0.2% | | | | | | | | |
Veeva Systems, Inc., Class A (United States)* | | | 3,608 | | | | 719,147 | |
Hotels, Restaurants & Leisure — 1.9% | | | | | | | | |
Airbnb, Inc., Class A (United States)* | | | 14,700 | | | | 1,662,864 | |
Booking Holdings, Inc. (United States)* | | | 939 | | | | 1,761,386 | |
Chipotle Mexican Grill, Inc. (United States)(a)* | | | 646 | | | | 1,031,533 | |
Marriott International, Inc., Class A (United States) | | | 7,560 | | | | 1,162,274 | |
Starbucks Corp. (United States) | | | 26,488 | | | | 2,226,846 | |
| | | | | | | 7,844,903 | |
Industrial Conglomerates — 0.4% | | | | | | | | |
3M Co. (United States)(a) | | | 13,144 | | | | 1,634,456 | |
Insurance — 0.2% | | | | | | | | |
Aflac, Inc. (United States)(a) | | | 14,878 | | | | 884,051 | |
Interactive Media & Services — 10.6% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 302,620 | | | | 33,030,973 | |
Match Group, Inc. (United States)* | | | 6,691 | | | | 378,242 | |
Meta Platforms, Inc., Class A (United States)* | | | 62,503 | | | | 10,183,614 | |
Twitter, Inc. (United States)* | | | 17,621 | | | | 682,814 | |
| | | | | | | 44,275,643 | |
Internet & Direct Marketing Retail — 7.3% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 234,600 | | | | 29,740,242 | |
eBay, Inc. (United States)(a) | | | 12,931 | | | | 570,645 | |
| | | | | | | 30,310,887 | |
IT Services — 5.4% | | | | | | | | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 12,038 | | | | 760,440 | |
Mastercard, Inc., Class A (United States) | | | 22,464 | | | | 7,286,648 | |
PayPal Holdings, Inc. (United States)* | | | 26,746 | | | | 2,499,146 | |
Snowflake, Inc. Class A (United States)(a)* | | | 7,186 | | | | 1,300,307 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
IT Services (continued) |
Block, Inc., Class A (United States)* | | | 13,498 | | | $ | 930,147 | |
Twilio, Inc., Class A (United States)(a)* | | | 4,268 | | | | 296,967 | |
Visa, Inc., Class A (United States)(a) | | | 48,112 | | | | 9,560,336 | |
| | | | | | | 22,633,991 | |
Life Sciences Tools & Services — 0.2% | | | | | | | | |
Illumina, Inc. (United States)* | | | 3,629 | | | | 731,752 | |
Oil, Gas & Consumable Fuels — 0.2% | | | | | | | | |
Kinder Morgan, Inc. (United States) | | | 52,368 | | | | 959,382 | |
Pharmaceuticals — 3.1% | | | | | | | | |
Bristol-Myers Squibb Co. (United States) | | | 49,172 | | | | 3,314,684 | |
Johnson & Johnson (United States) | | | 60,773 | | | | 9,805,116 | |
| | | | | | | 13,119,800 | |
Professional Services — 0.1% | | | | | | | | |
CoStar Group, Inc. (United States)* | | | 8,383 | | | | 583,792 | |
Road & Rail — 1.3% | | | | | | | | |
Old Dominion Freight Line, Inc. (United States)(a) | | | 2,619 | | | | 710,823 | |
Uber Technologies, Inc. (United States)* | | | 45,741 | | | | 1,315,511 | |
Union Pacific Corp. (United States) | | | 14,505 | | | | 3,256,518 | |
| | | | | | | 5,282,852 | |
Semiconductors & Semiconductor Equipment — 5.9% | | | | | | | | |
Advanced Micro Devices, Inc. (United States)* | | | 36,916 | | | | 3,133,061 | |
Broadcom, Inc. (United States) | | | 9,328 | | | | 4,655,698 | |
Lam Research Corp. (United States) | | | 3,205 | | | | 1,403,502 | |
NVIDIA Corp. (United States) | | | 57,831 | | | | 8,729,011 | |
QUALCOMM, Inc. (United States) | | | 25,564 | | | | 3,381,350 | |
Texas Instruments, Inc. (United States) | | | 20,361 | | | | 3,363,841 | |
| | | | | | | 24,666,463 | |
Software — 16.5% | | | | | | | | |
Adobe, Inc. (United States)* | | | 10,913 | | | | 4,075,351 | |
Autodesk, Inc. (United States)* | | | 5,019 | | | | 1,012,533 | |
Cadence Design Systems, Inc. (United States)* | | | 6,370 | | | | 1,106,915 | |
Crowdstrike Holdings, Inc., Class A (United States)* | | | 5,401 | | | | 986,276 | |
Datadog, Inc., Class A (United States)* | | | 7,366 | | | | 773,062 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Software (continued) |
Fortinet, Inc. (United States)* | | | 18,538 | | | $ | 902,615 | |
Intuit, Inc. (United States) | | | 6,515 | | | | 2,813,047 | |
Microsoft Corp. (United States) | | | 172,451 | | | | 45,090,763 | |
Palo Alto Networks, Inc. (United States)* | | | 2,302 | | | | 1,281,776 | |
Roper Technologies, Inc. (United States) | | | 2,488 | | | | 985,516 | |
Salesforce, Inc. (United States)* | | | 22,981 | | | | 3,587,794 | |
ServiceNow, Inc. (United States)* | | | 4,630 | | | | 2,012,290 | |
Synopsys, Inc. (United States)* | | | 3,533 | | | | 1,222,489 | |
VMware, Inc., Class A (United States) | | | 9,734 | | | | 1,129,436 | |
Workday, Inc., Class A (United States)* | | | 5,894 | | | | 969,917 | |
Zoom Video Communications, Inc., Class A (United States)* | | | 6,892 | | | | 554,117 | |
Zscaler, Inc. (United States)* | | | 3,324 | | | | 529,314 | |
| | | | | | | 69,033,211 | |
Specialty Retail — 2.3% | | | | | | | | |
Home Depot, Inc., (The) (United States) | | | 23,737 | | | | 6,846,226 | |
Lowe’s Cos, Inc. (United States) | | | 14,073 | | | | 2,732,132 | |
| | | | | | | 9,578,358 | |
Technology Hardware, Storage & Peripherals — 14.1% | | | | | | | | |
Apple, Inc. (United States) | | | 373,196 | | | | 58,673,875 | |
Textiles, Apparel & Luxury Goods — 0.9% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 36,347 | | | | 3,869,138 | |
Wireless Telecommunication Services — 1.0% | | | | | | | | |
T-Mobile US, Inc. (United States)(a)* | | | 28,953 | | | | 4,168,075 | |
Total Common Stocks (Cost $321,461,306) | | | | | | | 416,656,530 | |
Rights — 0.0% | | | | | | | | |
Altaba, Inc. - Escrow Shares (United States)*(b) | | | 8,565 | | | | 32,547 | |
Total Rights (Cost $8,126) | | | | | | | 32,547 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 5.1% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44% | | | 21,230,044 | | | | 21,230,044 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $21,230,044) | | | | | | | 21,230,044 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Concluded)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(c) | | | 387,749 | | | $ | 387,749 | |
Total Short-Term Investments (Cost $387,749) | | | | | | | 387,749 | |
| | | | | | | | |
Total Investments (Cost $343,087,225) — 105.0% | | | | | | | 438,306,870 | |
Liabilities in Excess of Other Assets — (5.0)% | | | | | | | (21,038,133 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 12,275,000 shares outstanding) | | | | | | $ | 417,268,737 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $20,543,351. |
(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, 2022, these securities amounted to $32,547 or 0.0% of net assets. |
(c) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 93.6% | | | | | | | | |
Aerospace & Defense — 8.5% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 34,080 | | | $ | 3,976,455 | |
RADA Electronic Industries Ltd. (Israel)* | | | 263,872 | | | | 2,646,636 | |
| | | | | | | 6,623,091 | |
Auto Components — 6.0% | | | | | | | | |
Fox Factory Holding Corp. (United States)* | | | 21,699 | | | | 2,022,564 | |
Gentex Corp. (United States) | | | 97,264 | | | | 2,654,334 | |
| | | | | | | 4,676,898 | |
Banks — 1.9% | | | | | | | | |
Live Oak Bancshares, Inc. (United States) | | | 41,339 | | | | 1,498,125 | |
Biotechnology — 4.3% | | | | | | | | |
PTC Therapeutics, Inc. (United States)(a)* | | | 37,374 | | | | 1,866,458 | |
Ultragenyx Pharmaceutical, Inc. (United States)* | | | 31,141 | | | | 1,485,114 | |
| | | | | | | 3,351,572 | |
Building Products — 1.2% | | | | | | | | |
Trex Co., Inc. (United States)(a)* | | | 19,795 | | | | 926,208 | |
Electronic Equipment, Instruments & Components — 1.8% | | | | | | | | |
nLight, Inc. (United States)* | | | 112,358 | | | | 1,403,351 | |
Equity Real Estate Investment Trusts (REITs) — 2.6% | | | | | | | | |
STAG Industrial, Inc. (United States) | | | 65,887 | | | | 2,029,320 | |
Health Care Equipment & Supplies — 13.9% | | | | | | | | |
Globus Medical, Inc., Class A (United States)(a)* | | | 54,782 | | | | 3,242,547 | |
Heska Corp. (United States)(a)* | | | 32,615 | | | | 2,970,248 | |
Mesa Laboratories, Inc. (United States)(a) | | | 9,528 | | | | 1,627,954 | |
Penumbra, Inc. (United States)(a)* | | | 18,228 | | | | 2,992,491 | |
| | | | | | | 10,833,240 | |
Health Care Providers & Services — 1.1% | | | | | | | | |
HealthEquity, Inc. (United States)* | | | 12,794 | | | | 845,428 | |
Health Care Technology — 1.2% | | | | | | | | |
Schrodinger, Inc. (United States)(a)* | | | 35,387 | | | | 971,019 | |
Insurance — 2.9% | | | | | | | | |
Goosehead Insurance, Inc., Class A (United States)(a)* | | | 43,989 | | | | 2,287,428 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments (CONTINUED)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Leisure Products — 1.5% | | | | | | | | |
Clarus Corp. (United States)(a) | | | 77,500 | | | $ | 1,175,675 | |
Machinery — 2.9% | | | | | | | | |
John Bean Technologies Corp. (United States) | | | 21,662 | | | | 2,236,818 | |
Media — 1.4% | | | | | | | | |
Cardlytics, Inc. (United States)* | | | 79,641 | | | | 1,054,447 | |
Oil, Gas & Consumable Fuels — 2.8% | | | | | | | | |
Northern Oil and Gas, Inc. (United States) | | | 70,308 | | | | 2,224,545 | |
Real Estate Management & Development — 6.4% | | | | | | | | |
Howard Hughes Corp., (The) (United States)* | | | 38,908 | | | | 2,475,716 | |
Jones Lang LaSalle, Inc. (United States)* | | | 8,163 | | | | 1,412,199 | |
Newmark Group, Inc., Class A (United States)(a) | | | 110,373 | | | | 1,131,323 | |
| | | | | | | 5,019,238 | |
Road & Rail — 3.4% | | | | | | | | |
Landstar System, Inc. (United States)(a) | | | 17,980 | | | | 2,636,407 | |
Software — 23.2% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 72,344 | | | | 4,818,110 | |
Everbridge, Inc. (United States)* | | | 33,566 | | | | 1,335,256 | |
Paylocity Holding Corp. (United States)* | | | 14,075 | | | | 3,392,075 | |
Ping Identity Holding Corp. (United States)* | | | 151,404 | | | | 4,260,509 | |
Q2 Holdings, Inc. (United States)(a)* | | | 44,888 | | | | 1,782,951 | |
Smartsheet, Inc., Class A (United States)* | | | 52,749 | | | | 1,754,959 | |
Upland Software, Inc. (United States)* | | | 73,466 | | | | 769,189 | |
| | | | | | | 18,113,049 | |
Trading Companies & Distributors — 6.6% | | | | | | | | |
Watsco, Inc. (United States)(a) | | | 18,848 | | | | 5,127,222 | |
Total Common Stocks (Cost $93,146,756) | | | | | | | 73,033,081 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 21.9% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 2.44% | | | 17,127,093 | | | | 17,127,093 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $17,127,093) | | | | | | | 17,127,093 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments (Concluded)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 6.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(b) | | | 5,053,164 | | | $ | 5,053,164 | |
Total Short-Term Investments (Cost $5,053,164) | | | | | | | 5,053,164 | |
| | | | | | | | |
Total Investments (Cost $115,327,013) — 122.0% | | | | | | | 95,213,338 | |
Liabilities in Excess of Other Assets — (22.0)% | | | | | | | (17,163,483 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 3,100,000 shares outstanding) | | | | | | $ | 78,049,855 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $16,722,909. |
(b) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.8% | | | | | | | | |
Aerospace & Defense — 0.0% | | | | | | | | |
AeroVironment, Inc. (United States)* | | | 54 | | | $ | 4,787 | |
Beverages — 0.7% | | | | | | | | |
Boston Beer Co., Inc., (The) (United States)* | | | 22 | | | | 7,416 | |
Monster Beverage Corp. (United States)* | | | 1,550 | | | | 137,686 | |
| | | | | | | 145,102 | |
Biotechnology — 3.0% | | | | | | | | |
Amgen, Inc. (United States) | | | 1,499 | | | | 360,210 | |
Biogen, Inc. (United States)* | | | 402 | | | | 78,543 | |
Exelixis, Inc. (United States)* | | | 1,026 | | | | 18,201 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 621 | | | | 174,973 | |
| | | | | | | 631,927 | |
Capital Markets — 0.4% | | | | | | | | |
Nasdaq, Inc. (United States) | | | 1,215 | | | | 72,329 | |
PJT Partners, Inc., Class A (United States) | | | 54 | | | | 3,738 | |
| | | | | | | 76,067 | |
Chemicals — 0.8% | | | | | | | | |
Balchem Corp. (United States) | | | 81 | | | | 10,677 | |
Ecolab, Inc. (United States) | | | 715 | | | | 117,139 | |
RPM International, Inc. (United States) | | | 373 | | | | 34,749 | |
| | | | | | | 162,565 | |
Commercial Services & Supplies — 1.8% | | | | | | | | |
Cintas Corp. (United States) | | | 288 | | | | 117,170 | |
Copart, Inc. (United States)* | | | 618 | | | | 73,944 | |
Waste Management, Inc. (United States) | | | 1,037 | | | | 175,284 | |
| | | | | | | 366,398 | |
Communications Equipment — 0.2% | | | | | | | | |
Ubiquiti, Inc. (United States) | | | 148 | | | | 45,938 | |
Construction & Engineering — 0.1% | | | | | | | | |
MasTec, Inc. (United States)* | | | 162 | | | | 13,041 | |
Consumer Finance — 0.0% | | | | | | | | |
Upstart Holdings, Inc. (United States)* | | | 217 | | | | 5,620 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Distributors — 0.2% | | | | | | | | |
LKQ Corp. (United States) | | | 865 | | | $ | 46,035 | |
Electronic Equipment, Instruments & Components — 1.1% | | | | | | | | |
CDW Corp. (United States) | | | 381 | | | | 65,037 | |
Cognex Corp. (United States) | | | 409 | | | | 17,223 | |
Corning, Inc. (United States) | | | 1,999 | | | | 68,605 | |
National Instruments Corp. (United States) | | | 442 | | | | 17,574 | |
Zebra Technologies Corp., Class A (United States)* | | | 173 | | | | 52,184 | |
| | | | | | | 220,623 | |
Entertainment — 2.2% | | | | | | | | |
Activision Blizzard, Inc. (United States) | | | 2,037 | | | | 159,884 | |
Netflix, Inc. (United States)* | | | 1,120 | | | | 250,387 | |
Take-Two Interactive Software, Inc. (United States)* | | | 426 | | | | 52,211 | |
| | | | | | | 462,482 | |
Food & Staples Retailing — 3.3% | | | | | | | | |
Casey’s General Stores, Inc. (United States) | | | 111 | | | | 23,729 | |
Costco Wholesale Corp. (United States) | | | 1,261 | | | | 658,368 | |
| | | | | | | 682,097 | |
Food Products — 0.1% | | | | | | | | |
Darling Ingredients, Inc. (United States)* | | | 388 | | | | 29,511 | |
Health Care Equipment & Supplies — 2.3% | | | | | | | | |
ABIOMED, Inc. (United States)* | | | 111 | | | | 28,780 | |
Globus Medical, Inc., Class A (United States)* | | | 270 | | | | 15,981 | |
IDEXX Laboratories, Inc. (United States)* | | | 340 | | | | 118,191 | |
Intuitive Surgical, Inc. (United States)* | | | 897 | | | | 184,549 | |
Masimo Corp. (United States)* | | | 134 | | | | 19,683 | |
ResMed, Inc. (United States) | | | 461 | | | | 101,383 | |
| | | | | | | 468,567 | |
Health Care Providers & Services — 6.9% | | | | | | | | |
HCA Healthcare, Inc. (United States) | | | 916 | | | | 181,249 | |
McKesson Corp. (United States) | | | 358 | | | | 131,386 | |
UnitedHealth Group, Inc. (United States) | | | 2,141 | | | | 1,111,886 | |
| | | | | | | 1,424,521 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Health Care Technology — 0.4% | | | | | | | | |
Veeva Systems, Inc., Class A (United States)* | | | 426 | | | $ | 84,910 | |
Hotels, Restaurants & Leisure — 0.1% | | | | | | | | |
Wingstop, Inc. (United States) | | | 86 | | | | 9,792 | |
Household Durables — 0.2% | | | | | | | | |
iRobot Corp. (United States)* | | | 54 | | | | 3,180 | |
Meritage Homes Corp. (United States)* | | | 93 | | | | 7,287 | |
NVR, Inc. (United States)* | | | 8 | | | | 33,120 | |
| | | | | | | 43,587 | |
Industrial Conglomerates — 0.8% | | | | | | | | |
3M Co. (United States) | | | 1,405 | | | | 174,712 | |
Interactive Media & Services — 9.5% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 8,940 | | | | 975,801 | |
Meta Platforms, Inc., Class A (United States)* | | | 5,902 | | | | 961,613 | |
Pinterest, Inc., Class A (United States)* | | | 1,636 | | | | 37,693 | |
| | | | | | | 1,975,107 | |
Internet & Direct Marketing Retail — 6.0% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 9,095 | | | | 1,152,973 | |
eBay, Inc. (United States) | | | 1,356 | | | | 59,840 | |
Etsy, Inc. (United States)* | | | 354 | | | | 37,386 | |
| | | | | | | 1,250,199 | |
IT Services — 10.5% | | | | | | | | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 1,559 | | | | 98,482 | |
EPAM Systems, Inc. (United States)* | | | 158 | | | | 67,387 | |
GoDaddy, Inc., Class A (United States)* | | | 416 | | | | 31,541 | |
Jack Henry & Associates, Inc. (United States) | | | 203 | | | | 39,016 | |
Mastercard, Inc., Class A (United States) | | | 2,862 | | | | 928,347 | |
TaskUS, Inc., Class A (United States)* | | | 245 | | | | 3,646 | |
Visa, Inc., Class A (United States) | | | 5,093 | | | | 1,012,030 | |
| | | | | | | 2,180,449 | |
Machinery — 0.4% | | | | | | | | |
Cummins, Inc. (United States) | | | 335 | | | | 72,149 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Media — 0.4% | | | | | | | | |
New York Times Co., (The), Class A (United States) | | | 486 | | | $ | 14,818 | |
Sirius XM Holdings, Inc. (United States) | | | 11,739 | | | | 71,491 | |
| | | | | | | 86,309 | |
Pharmaceuticals — 4.4% | | | | | | | | |
Johnson & Johnson (United States) | | | 5,711 | | | | 921,413 | |
Professional Services — 0.0% | | | | | | | | |
Upwork, Inc. (United States)* | | | 311 | | | | 5,411 | |
Road & Rail — 2.2% | | | | | | | | |
Old Dominion Freight Line, Inc. (United States) | | | 357 | | | | 96,893 | |
Union Pacific Corp. (United States) | | | 1,595 | | | | 358,094 | |
| | | | | | | 454,987 | |
Semiconductors & Semiconductor Equipment — 12.4% | | | | | | | | |
Advanced Micro Devices, Inc. (United States)* | | | 4,498 | | | | 381,745 | |
Broadcom, Inc. (United States) | | | 1,060 | | | | 529,057 | |
Cirrus Logic, Inc. (United States)* | | | 130 | | | | 9,970 | |
Lam Research Corp. (United States) | | | 422 | | | | 184,798 | |
NVIDIA Corp. (United States) | | | 5,862 | | | | 884,810 | |
Skyworks Solutions, Inc. (United States) | | | 372 | | | | 36,661 | |
Texas Instruments, Inc. (United States) | | | 3,196 | | | | 528,011 | |
Universal Display Corp. (United States) | | | 108 | | | | 12,067 | |
| | | | | | | 2,567,119 | |
Software — 13.7% | | | | | | | | |
Adobe Systems, Inc. (United States)* | | | 1,644 | | | | 613,935 | |
Appfolio, Inc. (United States)* | | | 75 | | | | 7,603 | |
Autodesk, Inc. (United States)* | | | 751 | | | | 151,507 | |
Cadence Design Systems, Inc. (United States)* | | | 881 | | | | 153,091 | |
Fair Isaac Corp. (United States)* | | | 97 | | | | 43,592 | |
Fortinet, Inc. (United States)* | | | 2,423 | | | | 117,976 | |
Microsoft Corp. (United States) | | | 3,907 | | | | 1,021,563 | |
Paycom Software, Inc. (United States)* | | | 131 | | | | 46,007 | |
ServiceNow, Inc. (United States)* | | | 564 | | | | 245,126 | |
Synopsys, Inc. (United States)* | | | 490 | | | | 169,550 | |
UiPath, Inc., Class A (United States)* | | | 1,273 | | | | 20,941 | |
VMware, Inc., Class A (United States) | | | 992 | | | | 115,102 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Software (continued) |
Workday, Inc., Class A (United States)* | | | 721 | | | $ | 118,648 | |
Zendesk, Inc. (United States)* | | | 298 | | | | 22,877 | |
| | | | | | | 2,847,518 | |
Specialty Retail — 7.7% | | | | | | | | |
Camping World Holdings, Inc., Class A (United States) | | | 113 | | | | 3,404 | |
Home Depot, Inc., (The) (United States) | | | 3,574 | | | | 1,030,813 | |
Lowe’s Cos, Inc. (United States) | | | 2,252 | | | | 437,203 | |
RH (United States)* | | | 72 | | | | 18,426 | |
Ulta Beauty, Inc. (United States)* | | | 154 | | | | 64,660 | |
Williams-Sonoma, Inc. (United States) | | | 211 | | | | 31,386 | |
Winmark Corp. (United States) | | | 20 | | | | 4,127 | |
| | | | | | | 1,590,019 | |
Technology Hardware, Storage & Peripherals — 5.7% | | | | | | | | |
Apple, Inc. (United States) | | | 7,345 | | | | 1,154,781 | |
Pure Storage, Inc., Class A (United States)* | | | 817 | | | | 23,668 | |
| | | | | | | 1,178,449 | |
Textiles, Apparel & Luxury Goods — 2.2% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 4,152 | | | | 441,980 | |
Under Armour, Inc., Class A (United States)* | | | 1,404 | | | | 11,822 | |
| | | | | | | 453,802 | |
Thrifts & Mortgage Finance — 0.0% | | | | | | | | |
Walker & Dunlop, Inc. (United States) | | | 72 | | | | 7,233 | |
Trading Companies & Distributors — 0.1% | | | | | | | | |
Watsco, Inc. (United States) | | | 111 | | | | 30,195 | |
Total Common Stocks (Cost $22,636,269) | | | | | | | 20,718,641 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Concluded)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(a) | | | 17,495 | | | $ | 17,495 | |
Total Short-Term Investments (Cost $17,495) | | | | | | | 17,495 | |
| | | | | | | | |
Total Investments (Cost $22,653,764) — 99.9% | | | | | | | 20,736,136 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 18,053 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 1,350,000 shares outstanding) | | | | | | $ | 20,754,189 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.7% | | | | | | | | |
Aerospace & Defense — 2.7% | | | | | | | | |
AeroVironment, Inc. (United States)* | | | 509 | | | $ | 45,123 | |
Axon Enterprise, Inc. (United States)* | | | 1,430 | | | | 166,853 | |
HEICO Corp. (United States) | | | 2,421 | | | | 368,718 | |
Textron, Inc. (United States) | | | 4,330 | | | | 270,105 | |
Virgin Galactic Holdings, Inc. (United States)* | | | 5,245 | | | | 30,998 | |
| | | | | | | 881,797 | |
Air Freight & Logistics — 0.3% | | | | | | | | |
GXO Logistics, Inc. (United States)* | | | 2,313 | | | | 102,651 | |
Airlines — 0.5% | | | | | | | | |
Alaska Air Group, Inc. (United States)* | | | 2,539 | | | | 110,599 | |
Hawaiian Holdings, Inc. (United States)* | | | 1,044 | | | | 15,649 | |
JetBlue Airways Corp. (United States)* | | | 6,525 | | | | 50,830 | |
| | | | | | | 177,078 | |
Auto Components — 0.6% | | | | | | | | |
BorgWarner, Inc. (United States) | | | 4,823 | | | | 181,827 | |
Banks — 0.5% | | | | | | | | |
Western Alliance Bancorp (United States) | | | 2,163 | | | | 165,945 | |
Beverages — 0.3% | | | | | | | | |
Boston Beer Co., Inc., (The) (United States)* | | | 246 | | | | 82,922 | |
Biotechnology — 6.3% | | | | | | | | |
2seventy bio, Inc. (United States)* | | | 760 | | | | 11,195 | |
Alnylam Pharmaceuticals, Inc. (United States)* | | | 2,433 | | | | 502,828 | |
AnaptysBio, Inc. (United States)* | | | 549 | | | | 12,748 | |
BioMarin Pharmaceutical, Inc. (United States)* | | | 3,724 | | | | 332,181 | |
Bluebird Bio, Inc. (United States)* | | | 1,392 | | | | 8,129 | |
Editas Medicine, Inc. (United States)* | | | 1,392 | | | | 20,462 | |
Emergent BioSolutions, Inc. (United States)* | | | 1,012 | | | | 24,308 | |
Exact Sciences Corp. (United States)* | | | 3,542 | | | | 125,918 | |
Exelixis, Inc. (United States)* | | | 6,457 | | | | 114,547 | |
Ionis Pharmaceuticals, Inc. (United States)* | | | 2,855 | | | | 121,395 | |
Neurocrine Biosciences, Inc. (United States)* | | | 1,924 | | | | 201,308 | |
Seagen, Inc. (United States)* | | | 3,720 | | | | 573,959 | |
| | | | | | | 2,048,978 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Building Products — 0.3% | | | | | | | | |
Trex Co., Inc. (United States)* | | | 2,280 | | | $ | 106,681 | |
Capital Markets — 5.4% | | | | | | | | |
Affiliated Managers Group, Inc. (United States) | | | 779 | | | | 99,214 | |
Cboe Global Markets, Inc. (United States) | | | 2,139 | | | | 252,338 | |
FactSet Research Systems, Inc. (United States) | | | 763 | | | | 330,638 | |
Interactive Brokers Group, Inc., Class A (United States) | | | 1,979 | | | | 121,887 | |
Jefferies Financial Group, Inc. (United States) | | | 4,822 | | | | 154,738 | |
MarketAxess Holdings, Inc. (United States) | | | 760 | | | | 188,928 | |
Nasdaq, Inc. (United States) | | | 9,948 | | | | 592,204 | |
PJT Partners, Inc., Class A (United States) | | | 473 | | | | 32,741 | |
| | | | | | | 1,772,688 | |
Chemicals — 1.0% | | | | | | | | |
Balchem Corp. (United States) | | | 647 | | | | 85,288 | |
RPM International, Inc. (United States) | | | 2,607 | | | | 242,868 | |
| | | | | | | 328,156 | |
Commercial Services & Supplies — 1.0% | | | | | | | | |
Rollins, Inc. (United States) | | | 9,915 | | | | 334,730 | |
Communications Equipment — 3.4% | | | | | | | | |
Arista Networks, Inc. (United States)* | | | 6,206 | | | | 743,975 | |
Ubiquiti, Inc. (United States) | | | 1,217 | | | | 377,745 | |
| | | | | | | 1,121,720 | |
Construction & Engineering — 0.5% | | | | | | | | |
MasTec, Inc. (United States)* | | | 1,494 | | | | 120,267 | |
NV5 Global, Inc. (United States)* | | | 318 | | | | 44,762 | |
| | | | | | | 165,029 | |
Consumer Finance — 0.1% | | | | | | | | |
Upstart Holdings, Inc. (United States)* | | | 1,733 | | | | 44,885 | |
Distributors — 0.9% | | | | | | | | |
LKQ Corp. (United States) | | | 5,694 | | | | 303,035 | |
Diversified Consumer Services — 0.2% | | | | | | | | |
2U, Inc. (United States)* | | | 1,524 | | | | 10,851 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Diversified Consumer Services (continued) |
Chegg, Inc. (United States)* | | | 2,535 | | | $ | 49,889 | |
| | | | | | | 60,740 | |
Diversified Telecommunication Services — 0.0% | | | | | | | | |
Bandwidth, Inc., Class A (United States)* | | | 522 | | | | 8,091 | |
Electronic Equipment, Instruments & Components — 6.0% | | | | | | | | |
CDW Corp. (United States) | | | 2,731 | | | | 466,182 | |
Cognex Corp. (United States) | | | 3,498 | | | | 147,301 | |
Corning, Inc. (United States) | | | 17,004 | | | | 583,577 | |
II-VI, Inc. (United States)* | | | 2,599 | | | | 122,751 | |
IPG Photonics Corp. (United States)* | | | 1,045 | | | | 94,667 | |
Littelfuse, Inc. (United States) | | | 502 | | | | 119,084 | |
National Instruments Corp. (United States) | | | 2,641 | | | | 105,006 | |
Zebra Technologies Corp., Class A (United States)* | | | 1,058 | | | | 319,135 | |
| | | | | | | 1,957,703 | |
Energy Equipment & Services — 0.1% | | | | | | | | |
Oceaneering International, Inc. (United States)* | | | 2,001 | | | | 17,709 | |
Entertainment — 5.4% | | | | | | | | |
Live Nation Entertainment, Inc. (United States)* | | | 4,579 | | | | 413,758 | |
Roku, Inc. (United States)* | | | 2,738 | | | | 186,184 | |
Skillz, Inc. (United States)* | | | 8,439 | | | | 11,224 | |
Take-Two Interactive Software, Inc. (United States)* | | | 3,150 | | | | 386,064 | |
Warner Bros Discovery, Inc. (United States)* | | | 49,044 | | | | 649,343 | |
World Wrestling Entertainment, Inc., Class A (United States) | | | 1,503 | | | | 102,219 | |
| | | | | | | 1,748,792 | |
Equity Real Estate Investment Trusts (REITs) — 0.5% | | | | | | | | |
Retail Opportunity Investments Corp. (United States) | | | 2,477 | | | | 41,490 | |
STAG Industrial, Inc. (United States) | | | 3,608 | | | | 111,126 | |
| | | | | | | 152,616 | |
Food & Staples Retailing — 0.5% | | | | | | | | |
Casey’s General Stores, Inc. (United States) | | | 747 | | | | 159,686 | |
Food Products — 2.4% | | | | | | | | |
Beyond Meat, Inc. (United States)* | | | 1,305 | | | | 31,842 | |
Darling Ingredients, Inc. (United States)* | | | 3,252 | | | | 247,347 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Food Products (continued) |
Freshpet, Inc. (United States)* | | | 966 | | | $ | 42,050 | |
McCormick & Co., Inc. (United States) | | | 5,443 | | | | 457,593 | |
| | | | | | | 778,832 | |
Health Care Equipment & Supplies — 4.1% | | | | | | | | |
ABIOMED, Inc. (United States)* | | | 917 | | | | 237,760 | |
Globus Medical, Inc., Class A (United States)* | | | 2,049 | | | | 121,280 | |
Insulet Corp. (United States)* | | | 1,396 | | | | 356,636 | |
Masimo Corp. (United States)* | | | 1,118 | | | | 164,223 | |
NuVasive, Inc. (United States)* | | | 1,058 | | | | 44,976 | |
QuidelOrtho Corp. (United States)* | | | 1,352 | | | | 107,160 | |
Shockwave Medical, Inc. (United States)* | | | 721 | | | | 214,036 | |
STAAR Surgical Co. (United States)* | | | 972 | | | | 91,941 | |
| | | | | | | 1,338,012 | |
Health Care Providers & Services — 0.7% | | | | | | | | |
Fulgent Genetics, Inc. (United States)* | | | 609 | | | | 26,473 | |
Guardant Health, Inc. (United States)* | | | 2,053 | | | | 102,773 | |
HealthEquity, Inc. (United States)* | | | 1,695 | | | | 112,006 | |
| | | | | | | 241,252 | |
Health Care Technology — 0.9% | | | | | | | | |
Doximity, Inc., Class A (United States)* | | | 3,895 | | | | 129,275 | |
GoodRx Holdings, Inc., Class A (United States)* | | | 7,982 | | | | 48,690 | |
Teladoc Health, Inc. (United States)* | | | 3,246 | | | | 100,821 | |
| | | | | | | 278,786 | |
Hotels, Restaurants & Leisure — 2.2% | | | | | | | | |
Dave & Buster’s Entertainment, Inc. (United States)* | | | 982 | | | | 40,596 | |
Hyatt Hotels Corp., Class A (United States)* | | | 2,221 | | | | 199,046 | |
Planet Fitness, Inc., Class A (United States)* | | | 1,710 | | | | 115,853 | |
Texas Roadhouse, Inc. (United States) | | | 1,373 | | | | 121,867 | |
Vail Resorts, Inc. (United States) | | | 811 | | | | 182,215 | |
Wingstop, Inc. (United States) | | | 613 | | | | 69,796 | |
| | | | | | | 729,373 | |
Household Durables — 1.2% | | | | | | | | |
Dream Finders Homes, Inc. (United States)* | | | 1,915 | | | | 23,650 | |
iRobot Corp. (United States)* | | | 542 | | | | 31,913 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Household Durables (continued) |
Meritage Homes Corp. (United States)* | | | 739 | | | $ | 57,901 | |
NVR, Inc. (United States)* | | | 67 | | | | 277,384 | |
| | | | | | | 390,848 | |
Household Products — 0.2% | | | | | | | | |
Spectrum Brands Holdings, Inc. (United States) | | | 821 | | | | 51,715 | |
Insurance — 1.7% | | | | | | | | |
Kinsale Capital Group, Inc. (United States) | | | 462 | | | | 117,154 | |
Lemonade, Inc. (United States)* | | | 1,249 | | | | 27,628 | |
Markel Corp. (United States)* | | | 274 | | | | 327,186 | |
Safety Insurance Group, Inc. (United States) | | | 289 | | | | 26,025 | |
Trupanion, Inc. (United States)* | | | 835 | | | | 58,934 | |
| | | | | | | 556,927 | |
Interactive Media & Services — 1.2% | | | | | | | | |
Bumble, Inc., Class A (United States)* | | | 2,608 | | | | 65,330 | |
Eventbrite, Inc., Class A (United States)* | | | 1,914 | | | | 13,609 | |
fuboTV, Inc. (United States)* | | | 3,045 | | | | 11,023 | |
Pinterest, Inc., Class A (United States)* | | | 13,357 | | | | 307,745 | |
| | | | | | | 397,707 | |
Internet & Direct Marketing Retail — 2.1% | | | | | | | | |
Chewy, Inc., Class A (United States)* | | | 8,468 | | | | 290,707 | |
Etsy, Inc. (United States)* | | | 2,559 | | | | 270,256 | |
Stitch Fix, Inc., Class A (United States)* | | | 2,216 | | | | 11,124 | |
Wayfair, Inc., Class A (United States)* | | | 2,120 | | | | 111,745 | |
| | | | | | | 683,832 | |
IT Services — 11.6% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 2,361 | | | | 404,132 | |
Cloudflare, Inc., Class A (United States)* | | | 6,593 | | | | 412,524 | |
DigitalOcean Holdings, Inc. (United States)* | | | 2,056 | | | | 86,537 | |
EPAM Systems, Inc. (United States)* | | | 1,151 | | | | 490,901 | |
Euronet Worldwide, Inc. (United States)* | | | 1,019 | | | | 90,345 | |
Fastly, Inc., Class A (United States)* | | | 2,436 | | | | 22,777 | |
Gartner, Inc. (United States)* | | | 1,622 | | | | 462,789 | |
GoDaddy, Inc., Class A (United States)* | | | 3,257 | | | | 246,946 | |
SS&C Technologies Holdings, Inc. (United States) | | | 5,130 | | | | 286,049 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
IT Services (continued) |
Jack Henry & Associates, Inc. (United States) | | | 1,467 | | | $ | 281,957 | |
Marqeta, Inc., Class A (United States)* | | | 11,003 | | | | 85,713 | |
MongoDB, Inc. (United States)* | | | 1,372 | | | | 442,964 | |
Okta, Inc. (United States)* | | | 3,189 | | | | 291,475 | |
TaskUS, Inc., Class A (United States)* | | | 2,001 | | | | 29,775 | |
WEX, Inc. (United States)* | | | 906 | | | | 139,750 | |
| | | | | | | 3,774,634 | |
Leisure Products — 0.9% | | | | | | | | |
Hasbro, Inc. (United States) | | | 2,807 | | | | 221,248 | |
Peloton Interactive, Inc., Class A (United States)* | | | 6,786 | | | | 69,149 | |
| | | | | | | 290,397 | |
Life Sciences Tools & Services — 0.7% | | | | | | | | |
Repligen Corp. (United States)* | | | 1,117 | | | | 245,036 | |
Machinery — 4.4% | | | | | | | | |
Chart Industries, Inc. (United States)* | | | 722 | | | | 139,967 | |
Cummins, Inc. (United States) | | | 2,841 | | | | 611,866 | |
Middleby Corp., (The) (United States)* | | | 1,096 | | | | 157,627 | |
Proto Labs, Inc. (United States)* | | | 549 | | | | 21,082 | |
Tennant Co. (United States) | | | 368 | | | | 22,209 | |
Toro Co. (The) (United States) | | | 2,106 | | | | 174,650 | |
Westinghouse Air Brake Technologies Corp. (United States) | | | 3,677 | | | | 322,289 | |
| | | | | | | 1,449,690 | |
Media — 1.9% | | | | | | | | |
Boston Omaha Corp., Class A (United States)* | | | 609 | | | | 16,340 | |
Magnite, Inc. (United States)* | | | 2,697 | | | | 20,308 | |
New York Times Co., (The), Class A (United States) | | | 3,372 | | | | 102,812 | |
Sirius XM Holdings, Inc. (United States) | | | 79,240 | | | | 482,572 | |
| | | | | | | 622,032 | |
Oil, Gas & Consumable Fuels — 0.1% | | | | | | | | |
Clean Energy Fuels Corp. (United States)* | | | 4,611 | | | | 30,986 | |
Pharmaceuticals — 0.7% | | | | | | | | |
Viatris, Inc. (United States) | | | 24,407 | | | | 233,087 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Professional Services — 0.7% | | | | | | | | |
Robert Half International, Inc. (United States) | | | 2,190 | | | $ | 168,564 | |
Upwork, Inc. (United States)* | | | 2,610 | | | | 45,414 | |
| | | | | | | 213,978 | |
Real Estate Management & Development — 0.6% | | | | | | | | |
Redfin Corp. (United States)* | | | 2,175 | | | | 17,813 | |
Zillow Group, Inc., Class C (United States)* | | | 4,979 | | | | 166,598 | |
| | | | | | | 184,411 | |
Road & Rail — 1.0% | | | | | | | | |
AMERCO (United States) | | | 395 | | | | 207,639 | |
XPO Logistics, Inc. (United States)* | | | 2,316 | | | | 121,405 | |
| | | | | | | 329,044 | |
Semiconductors & Semiconductor Equipment — 2.8% | | | | | | | | |
Cirrus Logic, Inc. (United States)* | | | 1,126 | | | | 86,353 | |
First Solar, Inc. (United States)* | | | 2,146 | | | | 273,722 | |
Impinj, Inc. (United States)* | | | 509 | | | | 45,444 | |
Silicon Laboratories, Inc. (United States)* | | | 737 | | | | 92,368 | |
Skyworks Solutions, Inc. (United States) | | | 3,240 | | | | 319,302 | |
Universal Display Corp. (United States) | | | 951 | | | | 106,255 | |
| | | | | | | 923,444 | |
Software — 13.1% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 1,009 | | | | 67,199 | |
Alteryx, Inc., Class A (United States)* | | | 1,392 | | | | 86,749 | |
Appfolio, Inc., Class A (United States)* | | | 708 | | | | 71,777 | |
Appian Corp. (United States)* | | | 1,457 | | | | 68,333 | |
Asana, Inc., Class A (United States)* | | | 3,830 | | | | 73,345 | |
Avalara, Inc. (United States)* | | | 1,769 | | | | 162,023 | |
Blackbaud, Inc. (United States)* | | | 1,048 | | | | 54,810 | |
Blackline, Inc. (United States)* | | | 1,195 | | | | 81,188 | |
Cerence, Inc. (United States)* | | | 783 | | | | 15,668 | |
Confluent, Inc., Class A (United States)* | | | 5,632 | | | | 154,092 | |
Coupa Software, Inc. (United States)* | | | 1,535 | | | | 89,644 | |
DocuSign, Inc. (United States)* | | | 4,041 | | | | 235,267 | |
Fair Isaac Corp. (United States)* | | | 523 | | | | 235,036 | |
Five9, Inc. (United States)* | | | 1,401 | | | | 137,452 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Software (continued) |
HubSpot, Inc. (United States)* | | | 962 | | | $ | 324,232 | |
LivePerson, Inc. (United States)* | | | 1,479 | | | | 17,156 | |
New Relic, Inc. (United States)* | | | 1,364 | | | | 82,808 | |
Nutanix, Inc., Class A (United States)* | | | 4,552 | | | | 78,750 | |
PagerDuty, Inc. (United States)* | | | 1,761 | | | | 45,856 | |
Paycom Software, Inc. (United States)* | | | 1,169 | | | | 410,553 | |
Pegasystems, Inc. (United States) | | | 1,647 | | | | 60,297 | |
Q2 Holdings, Inc. (United States)* | | | 1,155 | | | | 45,877 | |
Smartsheet, Inc., Class A (United States)* | | | 2,610 | | | | 86,835 | |
Splunk, Inc. (United States)* | | | 3,241 | | | | 291,787 | |
Trade Desk, Inc., (The), Class A (United States)* | | | 9,791 | | | | 613,896 | |
UiPath, Inc., Class A (United States)* | | | 11,009 | | | | 181,098 | |
Unity Software, Inc. (United States)* | | | 5,982 | | | | 255,551 | |
Varonis Systems, Inc. (United States)* | | | 2,199 | | | | 60,143 | |
Zendesk, Inc. (United States)* | | | 2,467 | | | | 189,392 | |
Zuora, Inc., Class A (United States)* | | | 2,610 | | | | 20,045 | |
| | | | | | | 4,296,859 | |
Specialty Retail — 5.7% | | | | | | | | |
Camping World Holdings, Inc., Class A (United States) | | | 839 | | | | 25,271 | |
CarMax, Inc. (United States)* | | | 3,225 | | | | 285,219 | |
Designer Brands, Inc., Class A (United States) | | | 1,479 | | | | 25,232 | |
Five Below, Inc. (United States)* | | | 1,118 | | | | 142,970 | |
GameStop Corp., Class A (United States)* | | | 6,100 | | | | 174,704 | |
RH (United States)* | | | 499 | | | | 127,699 | |
Sleep Number Corp. (United States)* | | | 454 | | | | 18,809 | |
Tractor Supply Co. (United States) | | | 2,253 | | | | 417,143 | |
Ulta Beauty, Inc. (United States)* | | | 1,044 | | | | 438,344 | |
Williams-Sonoma, Inc. (United States) | | | 1,385 | | | | 206,019 | |
Winmark Corp. (United States) | | | 71 | | | | 14,652 | |
| | | | | | | 1,876,062 | |
Technology Hardware, Storage & Peripherals — 0.5% | | | | | | | | |
Pure Storage, Inc., Class A (United States)* | | | 5,960 | | | | 172,661 | |
Textiles, Apparel & Luxury Goods — 0.8% | | | | | | | | |
Carter’s, Inc. (United States) | | | 811 | | | | 59,892 | |
Skechers USA, Inc., Class A (United States)* | | | 3,137 | | | | 118,579 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Concluded)
AUGUST 31, 2022
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) |
Textiles, Apparel & Luxury Goods (continued) |
Under Armour, Inc., Class A (United States)* | | | 8,885 | | | $ | 74,812 | |
| | | | | | | 253,283 | |
Thrifts & Mortgage Finance — 0.4% | | | | | | | | |
Axos Financial, Inc. (United States)* | | | 1,218 | | | | 50,888 | |
Walker & Dunlop, Inc. (United States) | | | 667 | | | | 67,007 | |
| | | | | | | 117,895 | |
Trading Companies & Distributors — 0.6% | | | | | | | | |
Watsco, Inc. (United States) | | | 719 | | | | 195,589 | |
Total Common Stocks (Cost $38,781,975) | | | | | | | 32,579,831 | |
| | | | | | | | |
Short-Term Investments — 0.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(a) | | | 85,879 | | | | 85,879 | |
Total Short-Term Investments (Cost $85,879) | | | | | | | 85,879 | |
| | | | | | | | |
Total Investments (Cost $38,867,854) — 100.0% | | | | | | | 32,665,710 | |
Other Assets in Excess of Liabilities — 0.0% | | | | | | | 12,267 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 2,175,000 shares outstanding) | | | | | | $ | 32,677,977 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Assets and Liabilities
AUGUST 31, 2022
| | Motley Fool Global Opportunities ETF | | | Motley Fool Mid-Cap Growth ETF | | | Motley Fool 100 Index ETF | | | Motley Fool Small-Cap Growth ETF | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities of unaffiliated issurers, at value (cost $256,755,317, $110,089,287, $321,469,432 and $93,146,756 respectively)^ | | $ | 423,553,509 | | | $ | 196,123,527 | | | $ | 416,689,077 | | | $ | 73,033,081 | |
Investments purchased with proceeds from securities lending collateral (cost $33,805,832, $31,234,388, $21,230,044 and $17,127,093 respectively) | | | 33,805,832 | | | | 31,234,388 | | | | 21,230,044 | | | | 17,127,093 | |
Short-term investments, at value (cost $9,326,426, $13,654,888, $387,749 and $5,053,164 respectively) | | | 9,326,426 | | | | 13,654,888 | | | | 387,749 | | | | 5,053,164 | |
Foreign currency, at value (cost $21,232, $—, $— and $—, respectively) | | | 21,214 | | | | — | | | | — | | | | — | |
Receivables for: | | | | | | | | | | | | | | | | |
Dividends and tax reclaims | | | 1,157,542 | | | | 103,250 | | | | 381,664 | | | | 23,708 | |
Investments sold | | | 1,170,011 | | | | 408,541 | | | | — | | | | — | |
Total assets | | | 469,034,534 | | | | 241,524,594 | | | | 438,688,534 | | | | 95,237,046 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | | | | | |
Securities lending collateral (see Note 7) | | | 33,805,832 | | | | 31,234,388 | | | | 21,230,044 | | | | 17,127,093 | |
Advisory fees | | | 332,054 | | | | 206,979 | | | | 189,753 | | | | 60,098 | |
Shares of beneficial interest redeemed | | | 1,244,605 | | | | — | | | | — | | | | — | |
Investments purchased | | | — | | | | 1,039,212 | | | | — | | | | — | |
Total liabilities | | | 35,382,491 | | | | 32,480,579 | | | | 21,419,797 | | | | 17,187,191 | |
Net assets | | $ | 433,652,043 | | | $ | 209,044,015 | | | $ | 417,268,737 | | | $ | 78,049,855 | |
| | | | | | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 17,519 | | | $ | 9,218 | | | $ | 12,275 | | | $ | 3,100 | |
Paid-in capital | | | 266,636,862 | | | | 123,598,018 | | | | 331,733,639 | | | | 99,509,170 | |
Total distributable earnings/(losses) | | | 166,997,662 | | | | 85,436,779 | | | | 85,522,823 | | | | (21,462,415 | ) |
Net assets | | $ | 433,652,043 | | | $ | 209,044,015 | | | $ | 417,268,737 | | | $ | 78,049,855 | |
| | | | | | | | | | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 17,518,873 | | | | 9,217,511 | | | | 12,275,000 | | | | 3,100,000 | |
Net asset value, price per share | | $ | 24.75 | | | $ | 22.68 | | | $ | 33.99 | | | $ | 25.18 | |
^ Includes market value of securities on loan | | $ | 32,824,775 | | | $ | 30,222,704 | | | $ | 20,543,351 | | | $ | 16,722,909 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Assets and Liabilities (concluded)
AUGUST 31, 2022
| | Motley Fool Capital Efficiency 100 Index ETF | | | Motley Fool Next Index ETF | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issuers, at value (cost $22,636,269 and $38,781,975 respectively) | | $ | 20,718,641 | | | $ | 32,579,831 | |
Short-term investments, at value (cost $17,495 and $85,879 respectively) | | | 17,495 | | | | 85,879 | |
Receivables for: | | | | | | | | |
Dividends and tax reclaims | | | 27,503 | | | | 26,997 | |
Total assets | | | 20,763,639 | | | | 32,692,707 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Advisory fees | | | 9,450 | | | | 14,730 | |
Total liabilities | | | 9,450 | | | | 14,730 | |
Net assets | | $ | 20,754,189 | | | $ | 32,677,977 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 1,350 | | | $ | 2,175 | |
Paid-in capital | | | 22,929,059 | | | | 39,076,875 | |
Total distributable earnings/(losses) | | | (2,176,220 | ) | | | (6,401,073 | ) |
Net assets | | $ | 20,754,189 | | | $ | 32,677,977 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,350,000 | | | | 2,175,000 | |
Net asset value, price per share | | $ | 15.37 | | | $ | 15.02 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2022
| | Motley Fool Global Opportunities ETF | | | Motley Fool Mid-Cap Growth ETF | | | Motley Fool 100 Index ETF | | | Motley Fool Small-Cap Growth ETF | |
INVESTMENT INCOME | | | | | | | | | | | | | | | | |
Dividends | | $ | 21,490,156 | | | $ | 1,784,857 | | | $ | 3,419,229 | | | $ | 455,293 | |
Less foreign taxes withheld | | | (2,682,775 | ) | | | — | | | | — | | | | — | |
Securities lending income | | | 450,755 | | | | 39,668 | | | | 43,353 | | | | 34,085 | |
Total investment income | | | 19,258,136 | | | | 1,824,525 | | | | 3,462,582 | | | | 489,378 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Advisory fees (Note 3) | | | 4,720,440 | | | | 2,259,426 | | | | 2,481,677 | | | | 1,060,744 | |
Shareholder service fees | | | 121,437 | | | | 38,618 | | | | — | | | | — | |
Transfer agent fees and shareholder account services | | | 62,923 | | | | 40,251 | | | | — | | | | — | |
Administration and accounting services fees | | | 35,500 | | | | 16,574 | | | | — | | | | — | |
Registration and filing fees | | | 30,961 | | | | 26,936 | | | | — | | | | — | |
Legal fees | | | 27,787 | | | | 12,996 | | | | — | | | | — | |
Officer fees | | | 25,036 | | | | 11,851 | | | | — | | | | — | |
Director fees | | | 23,717 | | | | 10,344 | | | | — | | | | — | |
Printing and shareholder reporting fees | | | 9,275 | | | | 4,381 | | | | — | | | | — | |
Custodian fees | | | 6,842 | | | | 689 | | | | — | | | | — | |
Other expenses | | | 40,268 | | | | 37,276 | | | | — | | | | — | |
Total expenses | | | 5,104,186 | | | | 2,459,342 | | | | 2,481,677 | | | | 1,060,744 | |
Expense fees waived/reimbursed net of amount recaptured | | | (9,581 | ) | | | 26,071 | | | | — | | | | — | |
Net expenses after waivers/reimbursements | | | 5,094,605 | | | | 2,485,413 | | | | 2,481,677 | | | | 1,060,744 | |
Net investment income/(loss) | | | 14,163,531 | | | | (660,888 | ) | | | 980,905 | | | | (571,366 | ) |
| | | | | | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investments | | | 2,427,919 | | | | 2,301,137 | | | | (8,300,879 | ) | | | (1,123,147 | ) |
Foreign currency transactions | | | (11,591 | ) | | | — | | | | — | | | | — | |
Redemption in-kind | | | 26,577,730 | | | | 14,461,455 | | | | 20,465,901 | | | | 13,282,778 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investments | | | (227,584,440 | ) | | | (100,048,288 | ) | | | (120,161,259 | ) | | | (70,725,754 | ) |
Foreign currency transactions | | | (138,046 | ) | | | — | | | | — | | | | — | |
Net realized and unrealized gain/(loss) | | | (198,728,428 | ) | | | (83,285,696 | ) | | | (107,996,237 | ) | | | (58,566,123 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | (184,564,897 | ) | | $ | (83,946,584 | ) | | $ | (107,015,332 | ) | | $ | (59,137,489 | ) |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Operations (CONCLUDED)
FOR THE YEAR ENDED AUGUST 31, 2022
| | Motley Fool Capital Efficiency 100 Index ETF | | | Motley Fool NEXT INDEX ETF | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 85,592 | | | $ | 150,268 | |
Total investment income | | | 85,592 | | | | 150,268 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 42,809 | | | | 99,316 | |
Total expenses | | | 42,809 | | | | 99,316 | |
Net investment income/(loss) | | | 42,783 | | | | 50,952 | |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | |
Investments | | | (336,104 | ) | | | (250,007 | ) |
Redemption in-kind | | | (33,665 | ) | | | (18,804 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | |
Investments | | | (1,917,628 | ) | | | (6,202,144 | ) |
Net realized and unrealized gain/(loss) | | | (2,287,397 | ) | | | (6,470,955 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | (2,244,614 | ) | | $ | (6,420,003 | ) |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Global Opportunities ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 14,163,531 | | | $ | (1,529,228 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 28,994,058 | | | | 40,352,385 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation and assets and liabilities denominated in foreign currencies | | | (227,722,486 | ) | | | 127,446,258 | |
Net increase/(decrease) in net assets resulting from operations | | | (184,564,897 | ) | | | 166,269,415 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (35,341,409 | ) | | | (29,627,168 | ) |
Institutional Shares | | | (12,707,670 | ) | | | (8,731,295 | ) |
Total dividends and distributions to shareholders | | | (48,049,079 | ) | | | (38,358,463 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 6,643,104 | | | | 38,245,067 | |
Reinvestment of dividends | | | 34,321,026 | | | | 28,940,492 | |
Shares redeemed | | | (21,570,991 | ) | | | (70,627,638 | ) |
Shares redeemed from exchange to Institutional Class(1) | | | (458,343,422 | ) | | | — | |
Total from Investor Shares | | | (438,950,283 | ) | | | (3,442,079 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 6,411,019 | | | | 26,065,853 | |
Proceeds from Institutional Class exchange(1) | | | 458,343,422 | | | | — | |
Reinvestment of dividends | | | 12,058,120 | | | | 8,440,970 | |
Shares redeemed | | | (73,170,311 | ) | | | (7,360,393 | ) |
Total from Institutional Shares | | | 403,642,250 | | | | 27,146,430 | |
Net increase/(decrease) in net assets from capital share transactions | | | (35,308,033 | ) | | | 23,704,351 | |
Total increase/(decrease) in net assets | | | (267,922,009 | ) | | | 151,615,303 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 701,574,052 | | | $ | 549,958,749 | |
End of period | | $ | 433,652,043 | | | $ | 701,574,052 | |
(1) | Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Global Opportunities ETF
Statements of Changes in Net Assets (CONCLUDED)
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 187,055 | | | | 1,169,191 | |
Shares reinvested | | | 1,111,072 | | | | 908,079 | |
Shares redeemed | | | (612,521 | ) | | | (2,183,641 | ) |
Shares exchanged into Institutional Class(1) | | | (14,816,530 | ) | | | — | |
Net increase/(decrease) in shares | | | (14,130,924 | ) | | | (106,371 | ) |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 179,722 | | | | 806,765 | |
Shares exchanged from Investor Class(1) | | | 14,718,418 | | | | — | |
Shares reinvested | | | 387,721 | | | | 263,533 | |
Shares redeemed | | | (2,668,501 | ) | | | (225,516 | ) |
Net increase/(decrease) in shares | | | 12,617,360 | | | | 844,782 | |
(1) | Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Mid-Cap Growth ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (660,888 | ) | | $ | (1,276,392 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 16,762,592 | | | | 27,656,516 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation, and assets and liabilities denominated in foreign currencies | | | (100,048,288 | ) | | | 41,096,995 | |
Net increase/(decrease) in net assets resulting from operations | | | (83,946,584 | ) | | | 67,477,119 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (3,423,164 | ) | | | (28,230,758 | ) |
Institutional Shares | | | (17,390,769 | ) | | | (4,600,549 | ) |
Total dividends and distributions to shareholders | | | (20,813,933 | ) | | | (32,831,307 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 3,029,266 | | | | 13,864,720 | |
Reinvestment of dividends | | | 16,920,328 | | | | 27,593,542 | |
Shares redeemed | | | (10,054,968 | ) | | | (44,985,080 | ) |
Shares redeemed from exchange to Institutional Class(1) | | | (250,730,153 | ) | | | — | |
Total from Investor Shares | | | (240,835,531 | ) | | | (3,526,818 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 1,532,940 | | | | 7,535,394 | |
Proceeds from Institutional Class exchange(1) | | | 250,730,153 | | | | — | |
Reinvestment of dividends | | | 3,235,692 | | | | 4,435,828 | |
Shares redeemed | | | (32,143,643 | ) | | | (2,493,650 | ) |
Total from Institutional Shares | | | 223,355,142 | | | | 9,477,572 | |
Net increase/(decrease) in net assets from capital share transactions | | | (17,480,385 | ) | | | 5,950,754 | |
Total increase/(decrease) in net assets | | | (122,240,902 | ) | | | 40,596,566 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 331,284,917 | | | $ | 290,688,351 | |
End of period | | $ | 209,044,015 | | | $ | 331,284,917 | |
(1) | Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Mid-Cap Growth ETF
Statements of Changes in Net Assets (CONCLUDED)
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 95,439 | | | | 457,162 | |
Shares reinvested | | | 601,505 | | | | 952,158 | |
Shares redeemed | | | (316,334 | ) | | | (1,484,062 | ) |
Shares exchanged into Institutional Class(1) | | | (8,829,770 | ) | | | — | |
Net increase/(decrease) in shares | | | (8,449,160 | ) | | | (74,742 | ) |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 47,461 | | | | 243,287 | |
Shares exchanged from Investor Class(1) | | | 8,699,588 | | | | — | |
Shares reinvested | | | 113,334 | | | | 151,238 | |
Shares redeemed | | | (1,283,081 | ) | | | (80,018 | ) |
Net increase/(decrease) in shares | | | 7,577,302 | | | | 314,507 | |
(1) | Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund. |
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, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 980,905 | | | $ | 608,321 | |
Net realized gain/(loss) from investments | | | 12,165,022 | | | | 3,950,823 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (120,161,259 | ) | | | 98,157,416 | |
Net increase/(decrease) in net assets resulting from operations | | | (107,015,332 | ) | | | 102,716,560 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (1,325,790 | ) | | | (1,629,559 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,325,790 | ) | | | (1,629,559 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 41,513,113 | | | | 92,015,882 | |
Shares redeemed | | | (43,914,753 | ) | | | (2,638,120 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (2,401,640 | ) | | | 89,377,762 | |
Total increase/(decrease) in net assets | | | (110,742,762 | ) | | | 190,464,763 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 528,011,499 | | | | 337,546,736 | |
End of period | | $ | 417,268,737 | | | $ | 528,011,499 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 975,000 | | | | 2,575,000 | |
Shares redeemed | | | (1,225,000 | ) | | | (75,000 | ) |
Net increase/(decrease) in shares outstanding | | | (250,000 | ) | | | 2,500,000 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool Small-Cap Growth ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE PERIOD ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (571,366 | ) | | $ | (838,753 | ) |
Net realized gain/(loss) from investments | | | 12,159,631 | | | | 11,029,903 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (70,725,754 | ) | | | 26,857,789 | |
Net increase/(decrease) in net assets resulting from operations | | | (59,137,489 | ) | | | 37,048,939 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (3,829,540 | ) | | | (8,371,857 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (3,829,540 | ) | | | (8,371,857 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 2,045,968 | | | | 68,065,890 | |
Shares redeemed | | | (50,410,673 | ) | | | (14,105,940 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (48,364,705 | ) | | | 53,959,950 | |
Total increase/(decrease) in net assets | | | (111,331,734 | ) | | | 82,637,032 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 189,381,589 | | | | 106,744,557 | |
End of period | | $ | 78,049,855 | | | $ | 189,381,589 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 50,000 | | | | 1,750,000 | |
Shares redeemed | | | (1,600,000 | ) | | | (375,000 | ) |
Net increase/(decrease) in shares outstanding | | | (1,550,000 | ) | | | 1,375,000 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED august 31, 2022* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 42,783 | |
Net realized gain/(loss) from investments | | | (369,769 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (1,917,628 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (2,244,614 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 24,197,108 | |
Shares redeemed | | | (1,198,305 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 22,998,803 | |
Total increase/(decrease) in net assets | | | 20,754,189 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 20,754,189 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 1,425,000 | |
Shares redeemed | | | (75,000 | ) |
Net increase/(decrease) in shares outstanding | | | 1,350,000 | |
* | Inception date of the Fund was December 30, 2021. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL NEXT INDEX ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED august 31, 2022* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 50,952 | |
Net realized gain/(loss) from investments | | | (268,811 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (6,202,144 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (6,420,003 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 39,453,233 | |
Shares redeemed | | | (355,253 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 39,097,980 | |
Total increase/(decrease) in net assets | | | 32,677,977 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 32,677,977 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 2,200,000 | |
Shares redeemed | | | (25,000 | ) |
Net increase/(decrease) in shares outstanding | | | 2,175,000 | |
* | Inception date of the Fund was December 30, 2021. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Global Opportunities 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, | |
| | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 37.03 | | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | | | $ | 24.09 | |
Net investment income/(loss)(1) | | | 0.30 | | | | (0.05 | ) | | | — | * | | | 0.05 | | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | (10.00 | ) | | | 9.03 | | | | 6.21 | | | | 0.80 | | | | 4.94 | |
Net increase/(decrease) in net assets resulting from operations | | | (9.70 | ) | | | 8.98 | | | | 6.21 | | | | 0.85 | | | | 4.96 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.77 | ) | | | — | | | | (0.04 | ) | | | — | | | | (0.03 | ) |
Net realized capital gains | | | (1.81 | ) | | | (2.12 | ) | | | (1.09 | ) | | | (1.73 | ) | | | (3.05 | ) |
Total dividends and distributions to shareholders | | | (2.58 | ) | | | (2.12 | ) | | | (1.13 | ) | | | (1.73 | ) | | | (3.08 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | | | | — | * |
Net asset value, end of period | | $ | 24.75 | | | $ | 37.03 | | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | |
Market value, end of period | | $ | 24.74 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Total investment return/(loss) on net asset value(2) | | | (27.61 | )% | | | 30.86 | % | | | 25.64 | % | | | 4.94 | % | | | 22.48 | % |
Total investment return/(loss) on market price(3) | | | (27.65 | )% | | | — | % | | | — | % | | | — | % | | | — | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 433,652 | | | $ | 181,509 | | | $ | 122,406 | | | $ | 92,760 | | | $ | 78,987 | |
Ratio of expenses to average net assets | | | 0.87 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.88 | % | | | 0.98 | % | | | 1.00 | % | | | 0.99 | % | | | 1.06 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.08 | % | | | (0.16 | )% | | | (0.01 | )% | | | 0.19 | % | | | 0.07 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.07 | % | | | (0.19 | )% | | | (0.06 | )% | | | 0.15 | % | | | (0.04 | )% |
Portfolio turnover rate | | | 14 | % | | | 12 | % | | | 10 | % | | | 11 | % | | | 15 | % |
* | Amount represents less than $0.005 per share. |
(1) | Per share data calculated using average shares outstanding method. |
(2) | 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. |
(3) | 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 Mid-Cap Growth 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, | |
| | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 33.20 | | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | | | $ | 22.14 | |
Net investment income/(loss)(1) | | | (0.04 | ) | | | (0.09 | ) | | | (0.02 | ) | | | 0.02 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | (8.38 | ) | | | 6.90 | | | | 6.79 | | | | (1.88 | ) | | | 6.72 | |
Net increase/(decrease) in net assets resulting from operations | | | (8.42 | ) | | | 6.81 | | | | 6.77 | | | | (1.86 | ) | | | 6.71 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | |
Net realized capital gains | | | (2.10 | ) | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) |
Total dividends and distributions to shareholders | | | (2.10 | ) | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | | | | — | * |
Net asset value, end of period | | $ | 22.68 | | | $ | 33.20 | | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | |
Market value, end of period | | $ | 22.62 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Total investment return/(loss) on net asset value (2) | | | (26.66 | )% | | | 24.38 | % | | | 28.77 | % | | | (5.97 | )% | | | 31.10 | % |
Total investment return/(loss) on market price (3) | | | (26.84 | )% | | | — | % | | | — | % | | | — | % | | | — | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 209,044 | | | $ | 54,460 | | | $ | 39,488 | | | $ | 29,205 | | | $ | 30,562 | |
Ratio of expenses to average net assets | | | 0.90 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.88 | % | | | 0.98 | % | | | 1.00 | % | | | 0.98 | % | | | 1.17 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.17 | )% | | | (0.30 | )% | | | (0.06 | )% | | | 0.10 | % | | | (0.05 | )% |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.15 | )% | | | (0.33 | )% | | | (0.11 | )% | | | 0.07 | % | | | (0.26 | )% |
Portfolio turnover rate | | | 2 | % | | | 15 | % | | | 14 | % | | | 4 | % | | | 19 | % |
* | Amount represents less than $0.005 per share. |
(1) | Per share data calculated using average shares outstanding method. |
(2) | 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. |
(3) | 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 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, | |
| | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 42.16 | | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.08 | | | | 0.05 | | | | 0.11 | | | | 0.15 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | (8.15 | ) | | | 8.59 | | | | 11.23 | | | | 0.32 | | | | 2.02 | |
Net increase/(decrease) in net assets resulting from operations | | | (8.07 | ) | | | 8.64 | | | | 11.34 | | | | 0.47 | | | | 2.10 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | (0.10 | ) | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Net realized capital gains | | | (0.08 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.10 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Net asset value, end of period | | $ | 33.99 | | | $ | 42.16 | | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | |
Market value, end of period | | $ | 34.00 | | | $ | 42.20 | | | $ | 33.66 | | | $ | 22.42 | | | $ | 22.13 | |
Total investment return/(loss) on net asset value(3) | | | (19.18 | )% | | | 25.74 | % | | | 50.67 | % | | | 2.27 | % | | | 10.49 | %(5) |
Total investment return/(loss) on market price(4) | | | (19.24 | )% | | | 25.91 | % | | | 50.89 | % | | | 1.93 | % | | | 10.65 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 417,269 | | | $ | 528,011 | | | $ | 337,547 | | | $ | 185,871 | | | $ | 140,879 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.20 | % | | | 0.15 | % | | | 0.43 | % | | | 0.69 | % | | | 0.68 | %(6) |
Portfolio turnover rate | | | 15 | % | | | 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.
MOTLEY FOOL 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, | |
| | 2022 | | | 2021 | | | 2020 | | | 2019(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 40.73 | | | $ | 32.59 | | | $ | 23.33 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | (0.15 | ) | | | (0.19 | ) | | | (0.07 | ) | | | — | * |
Net realized and unrealized gain/(loss) from investments | | | (14.53 | ) | | | 10.48 | | | | 9.67 | | | | 3.33 | |
Net increase/(decrease) in net assets resulting from operations | | | (14.68 | ) | | | 10.29 | | | | 9.60 | | | | 3.33 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.87 | ) | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.87 | ) | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Net asset value, end of period | | $ | 25.18 | | | $ | 40.73 | | | $ | 32.59 | | | $ | 23.33 | |
Market value, end of period | | $ | 25.18 | | | $ | 40.74 | | | $ | 32.68 | | | $ | 23.34 | |
Total investment return/(loss) on net asset value(3) | | | (36.66 | )% | | | 32.00 | % | | | 41.58 | % | | | 16.65 | %(5) |
Total investment return/(loss) on market price(4) | | | (36.65 | )% | | | 31.54 | % | | | 41.88 | % | | | 16.69 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 78,050 | | | $ | 189,382 | | | $ | 106,745 | | | $ | 71,153 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | (0.46 | )% | | | (0.51 | )% | | | (0.29 | )% | | | (0.01 | )%(6) |
Portfolio turnover rate | | | 11 | % | | | 21 | % | | | 27 | % | | | 21 | %(5) |
* | Amount represents less than $0.005 per share. |
(1) | Inception date of the Fund was October 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.
Motley Fool CAPITAL EFFICIENCY 100 INDEX 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 period. This information has been derived from information provided in the financial statements.
| | For the Period Ended august 31, | |
| | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.05 | |
Net realized and unrealized gain/(loss) from investments | | | (4.68 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (4.63 | ) |
Net asset value, end of period | | $ | 15.37 | |
Market value, end of period | | $ | 15.38 | |
Total investment return/(loss) on net asset value(3) | | | (23.13 | )%(5) |
Total investment return/(loss) on market price(4) | | | (23.09 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 20,754 | |
Ratio of expenses to average net assets | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.50 | %(6) |
Portfolio turnover rate | | | 17 | %(5) |
(1) | Inception date of the Fund was December 30, 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. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL NEXT INDEX 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 period. This information has been derived from information provided in the financial statements.
| | For the Period Ended august 31, | |
| | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.03 | |
Net realized and unrealized gain/(loss) from investments | | | (5.01 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (4.98 | ) |
Net asset value, end of period | | $ | 15.02 | |
Market value, end of period | | $ | 15.01 | |
Total investment return/(loss) on net asset value(3) | | | (24.88 | )%(5) |
Total investment return/(loss) on market price(4) | | | (24.97 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 32,678 | |
Ratio of expenses to average net assets | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.26 | %(6) |
Portfolio turnover rate | | | 11 | %(5) |
(1) | Inception date of the Fund was December 30, 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. |
The accompanying notes are an integral part of these financial statements.
Motley Fool Asset Management ETFs
Notes to Financial Statements
AUGUST 31, 2022
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 forty-eight separate investment portfolios, including the Motley Fool Global Opportunities ETF (“Global Opportunities Fund”) (formerly MFAM Global Opportunities Fund), the Motley Fool Mid-Cap Growth ETF (“Mid-Cap Growth Fund”) (formerly MFAM Mid-Cap Growth Fund), the Motley Fool 100 Index ETF (the “Fool 100 Fund”), the Motley Fool Small-Cap Growth ETF (“Small-Cap Growth Fund”) (formerly MFAM Small-Cap Growth ETF), the Motley Fool Capital Efficiency 100 Index ETF (“Capital Efficiency Fund”) and the Motley Fool Next Index ETF (“Next Fund”) (each a “Fund” and together the “Funds”). The Global Opportunities Fund, Mid-Cap Growth Fund, Fool 100 Fund, Small-Cap Growth Fund, Capital Efficiency Fund and Next Fund commenced investment operations on June 17, 2014, June 17, 2014, January 29, 2018, October 29, 2018, December 30, 2021 and December 30, 2021, respectively.
Effective December 3, 2021 (the “Conversion Date”), the outstanding Investor Class Shares of the Global Opportunities Fund and Mid-Cap Growth Fund were converted into Institutional Class Shares of the Funds (the “Class Conversions”). The Class Conversions were completed based on the share classes’ relative net asset values on the Conversion Date, without the imposition of any fees or expenses. All Investor Class Shares of the Funds were converted into Institutional Class Shares as of the Conversion Date.
Global Opportunities Fund | | SHARES OUTSTANDING | | | NET ASSETS | | | NAV PER SHARE | | | SHARE CONVERSION RATIO | |
Investor Class | | | 14,816,530 | | | $ | 458,343,422 | | | $ | 30.93 | | | | 0.993 | |
Institutional Class (before conversion) | | | 5,282,341 | | | | 164,492,179 | | | | 31.14 | | | | | |
Institutional Class (after conversion) | | | 20,001,071 | | | | 622,835,355 | | | | 31.14 | | | | | |
Mid-Cap Growth Fund | | SHARES OUTSTANDING | | | NET ASSETS | | | NAV PER SHARE | | | SHARE CONVERSION RATIO | |
Investor Class | | | 8,829,770 | | | $ | 250,730,153 | | | $ | 28.40 | | | | 0.985 | |
Institutional Class (before conversion) | | | 1,739,846 | | | | 50,143,889 | | | | 28.82 | | | | | |
Institutional Class (after conversion) | | | 10,439,367 | | | | 300,874,042 | | | | 28.82 | | | | | |
The Funds identified below as “Acquiring Portfolios” became series of the Trust as of the date indicated following a reorganization (“Reorganization”), pursuant to Agreements and Plans of Reorganization dated as shown below (each, a “Plan” and collectively, the “Plans”), which resulted in the conversion of corresponding “Target Portfolios” organized as mutual funds to ETFs. The Acquiring Portfolios were established as “shell” funds, organized solely in connection with the Reorganization for the purpose of acquiring the assets and liabilities of the corresponding Target Portfolios and continuing the operations of the Target Portfolios as ETFs. The Acquiring Portfolios had no performance history prior to the Reorganization.
TARGET PORTFOLIO | | ACQUIRING PORTFOLIO | | | DATE | |
MFAM Global Opportunities Fund | | Motley Fool Global Opportunities ETF | | | December 10, 2021 | |
MFAM Mid-Cap Growth Fund | | Motley Fool Mid-Cap Growth ETF | | | December 10, 2021 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
Each Reorganization was accomplished by a tax-free exchange of shares (with an exception for fractional mutual fund shares) of the Acquiring Portfolio for shares of the Target Portfolio of equivalent aggregate net asset value as noted below:
| | TOTAL SHARES | | | NET ASSETS | | | NAV PER SHARE | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
MFAM Global Opportunities Fund | | | 19,909,457 | | | $ | 630,424,871 | | | $ | 31.66 | | | | 317,322,900 | |
MFAM Mid-Cap Growth Fund | | | 10,390,334 | | | | 300,059,021 | | | | 28.88 | | | | 161,308,304 | |
Fees and expenses incurred to effect the Reorganizations were borne by Motley Fool Asset Management, LLC (the “Adviser”). The management fee of each Acquiring Portfolio is the same as the management fee of its corresponding Target Portfolio, however, each Acquiring Portfolio is expected to experience lower overall expenses as compared to its corresponding Target Portfolio because each Acquiring Portfolio has a unitary fee structure under which both operating expenses and management fees are paid. The Reorganizations did not result in a material change to the Target Portfolios’ investment portfolios as compared to those of the Acquiring Portfolios. There are no material differences in accounting policies of the Target Portfolios as compared to those of the Acquiring Portfolios.
The Acquiring Portfolios did not purchase or sell securities following the Reorganizations for purposes of realigning its investment portfolio. Accordingly, the acquisition of the Target Portfolios did not affect the Acquiring Portfolios’ portfolio turnover ratios for the period ended August 31, 2022.
RBB has authorized capital of one hundred billion shares of common stock of which 90.023 billion shares are currently classified into two hundred and eleven classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
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.
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 investment objective of the Capital Efficiency Fund is to seek investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool Capital Efficiency 100 Index (the “Capital Efficiency 100 Index”). The Capital Efficiency 100 Index was developed by The Motley Fool in 2021 and is a proprietary, rules-based index designed to track the performance of the highest scoring stocks of U.S. companies, measured by a company’s capital efficiency, that have been recommended by The Motley Fool’s analysts and newsletters, and that also meet certain liquidity requirements. Capital efficiency is a measure of how a business turns its investments into revenue and profit and it provides insight into the company’s return on invested capital. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The investment objective of the Next Fund is to seek investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool Next Index (the “Next Index”). The Next Index was developed by The Motley Fool in 2021 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. Every company included in the Next Index is incorporated and listed in the U.S.
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”.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
The end of the reporting period for the Funds is August 31, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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.). |
| ● | 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:
GLOBAL OPPORTUNITIES FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 423,553,509 | | | $ | 423,553,509 | | | $ | — | | | $ | — | ** | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 33,805,832 | | | | — | | | | — | | | | — | | | | 33,805,832 | |
Short-Term Investments | | | 9,326,426 | | | | 9,326,426 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 466,685,767 | | | $ | 432,879,935 | | | $ | — | | | $ | — | | | $ | 33,805,832 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
MID-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 196,123,527 | | | $ | 196,123,527 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 31,234,388 | | | | — | | | | — | | | | — | | | | 31,234,388 | |
Short-Term Investments | | | 13,654,888 | | | | 13,654,888 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 241,012,803 | | | $ | 209,778,415 | | | $ | — | | | $ | — | | | $ | 31,234,388 | |
FOOL 100 FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 416,656,530 | | | $ | 416,656,530 | | | $ | — | | | $ | — | | | $ | — | |
Rights | | | 32,547 | | | | — | | | | — | | | | 32,547 | | | | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 21,230,044 | | | | — | | | | — | | | | — | | | | 21,230,044 | |
Short-Term Investments | | | 387,749 | | | | 387,749 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 438,306,870 | | | $ | 417,044,279 | | | $ | — | | | $ | 32,547 | | | $ | 21,230,044 | |
SMALL-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 73,033,081 | | | $ | 73,033,081 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 17,127,093 | | | | — | | | | — | | | | — | | | | 17,127,093 | |
Short-Term Investments | | | 5,053,164 | | | | 5,053,164 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 95,213,338 | | | $ | 78,086,245 | | | $ | — | | | $ | — | | | $ | 17,127,093 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
CAPITAL EFFICIENCY FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 20,718,641 | | | $ | 20,718,641 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investments | | | 17,495 | | | | 17,495 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 20,736,136 | | | $ | 20,736,136 | | | $ | — | | | $ | — | | | $ | — | |
NEXT FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 32,579,831 | | | $ | 32,579,831 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investments | | | 85,879 | | | | 85,879 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 32,665,710 | | | $ | 32,665,710 | | | $ | — | | | $ | — | | | $ | — | |
* | Please refer to the Schedule of Investments for further details. |
** | Value equals zero as of the end of the reporting period. |
^ | 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.
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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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 The RBB Fund Trust (formerly, 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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
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 ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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.
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.
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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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.
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.
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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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.
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, 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. Each Fund compensates the Adviser with a unitary management fee 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 on the following table. 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, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.
FUND | | ADVISORY FEE | |
Global Opportunities Fund | | | 0.85 | % |
Mid-Cap Growth Fund | | | 0.85 | % |
Fool 100 Fund | | | 0.50 | % |
Small-Cap Growth Fund | | | 0.85 | % |
Capital Efficiency Fund | | | 0.50 | % |
Next Fund | | | 0.50 | % |
Effective December 3, 2021, the outstanding Investor Class Shares of the Global Opportunities Fund and Mid-Cap Growth Fund were converted into Institutional Class Shares of each Fund. Prior to that date, the Adviser had contractually agreed to maintain Expense Caps for Investor Class Shares and Institutional Class Shares of the Funds of 1.15% and 0.95%, respectively.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | GROSS ADVISORY FEES | | | RECOUPMENT/ WAIVERS | | | NET ADVISORY FEES | |
Global Opportunities Fund | | $ | 4,720,440 | | | $ | (9,581 | ) | | $ | 4,710,859 | |
Mid-Cap Growth Fund | | | 2,259,426 | | | | 26,071 | | | | 2,285,497 | |
Fool 100 Fund | | | 2,481,677 | | | | — | | | | 2,481,677 | |
Small-Cap Growth Fund | | | 1,060,744 | | | | — | | | | 1,060,744 | |
Capital Efficiency Fund | | | 42,809 | | | | — | | | | 42,809 | |
Next Fund | | | 99,316 | | | | — | | | | 99,316 | |
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 (“Foreside”) serves as the principal underwriter and distributor of the Global Opportunities Fund’s shares and Mid-Cap Growth Fund’s shares pursuant to a Distribution Agreement with RBB.
Quasar Distributors, LLC (“Quasar”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fool 100 Fund’s shares, Small-Cap Growth Fund’s shares, Capital Efficiency Fund’s shares and Next 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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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.
SHAREHOLDER SERVICING FEE — Prior to December 3, 2021, the Global Opportunities Fund and Mid-Cap Growth Fund had 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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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 | | $ | 121,437 | |
Mid-Cap Growth Fund – Investor Shares | | | 38,618 | |
REDEMPTION FEE — Prior to January 1, 2018, the Global Opportunities Fund and Mid-Cap Growth Fund 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.
TRANSACTIONS WITH AFFILIATES — Advisers to investment companies, including the Motley Fool Asset Management 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.
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 | |
Global Opportunities Fund | | $ | 77,164,411 | | | $ | 79,251,506 | |
Mid-Cap Growth Fund | | | 5,590,638 | | | | 27,297,252 | |
Fool 100 Fund | | | 75,047,564 | | | | 75,328,819 | |
Small-Cap Growth Fund | | | 12,830,822 | | | | 18,866,888 | |
Capital Efficiency Fund | | | 2,847,829 | | | | 2,261,679 | |
Next Fund | | | 4,585,360 | | | | 3,242,001 | |
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 | |
Global Opportunities Fund | | $ | — | | | $ | 59,866,195 | |
Mid-Cap Growth Fund | | | — | | | | 27,476,542 | |
Fool 100 Fund | | | 40,741,828 | | | | 43,127,911 | |
Small-Cap Growth Fund | | | 2,650,775 | | | | 48,711,747 | |
Capital Efficiency Fund | | | 23,586,806 | | | | 1,158,288 | |
Next Fund | | | 38,243,694 | | | | 341,628 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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. Since the Capital Efficiency Fund and Next Fund did not have a full fiscal year, the tax cost of investments is the same as noted in the Schedule of Investments.
As of August 31, 2022, 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) | |
Global Opportunities Fund | | $ | 299,887,575 | | | $ | 193,641,843 | | | $ | (26,974,236 | ) | | $ | 166,667,607 | |
Mid-Cap Growth Fund | | | 154,978,563 | | | | 95,591,547 | | | | (9,557,307 | ) | | | 86,034,240 | |
Fool 100 Fund | | | 346,104,539 | | | | 123,076,386 | | | | (30,874,055 | ) | | | 92,202,331 | |
Small-Cap Growth Fund | | | 115,340,590 | | | | 7,601,478 | | | | (27,728,730 | ) | | | (20,127,252 | ) |
Capital Efficiency Fund | | | 22,911,589 | | | | 574,023 | | | | (2,749,476 | ) | | | (2,175,453 | ) |
Next Fund | | | 38,887,385 | | | | 1,392,214 | | | | (7,613,889 | ) | | | (6,221,675 | ) |
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, 2022, primarily attributable to foreign currency transactions and in-kind redemptions gains, were reclassified among the following accounts:
FUND | | DISTRIBUTABLE EARNINGS/(LOSS) | | | PAID-IN CAPITAL | |
Global Opportunities Fund | | $ | (26,462,033 | ) | | $ | 26,462,033 | |
Mid-Cap Growth Fund | | | (12,729,248 | ) | | | 12,729,248 | |
Fool 100 Fund | | | (20,166,702 | ) | | | 20,166,702 | |
Small-Cap Growth Fund | | | (12,327,921 | ) | | | 12,327,921 | |
Capital Efficiency Fund | | | 68,394 | | | | (68,394 | ) |
Next Fund | | | 18,930 | | | | (18,930 | ) |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
As of August 31, 2022, the components of distributable earnings on a tax basis were as follows:
FUND | | UNDISTRIBUTED ORDINARY INCOME | | | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | | | CAPITAL Loss Carryover | | | Post October Losses and Qualified Late- Year losses | | | UNREALIZED APPRECIATION/ (DEPRECIATION) | | | Total | |
Global Opportunities Fund | | $ | — | | | $ | 330,055 | | | $ | — | | | $ | — | | | $ | 166,667,607 | | | $ | 166,997,662 | |
Mid-Cap Growth Fund | | | — | | | | — | | | | — | | | | (597,461 | ) | | | 86,034,240 | | | | 85,436,779 | |
Fool 100 Fund | | | 982,823 | | | | — | | | | (7,662,331 | ) | | | — | | | | 92,202,331 | | | | 85,522,823 | |
Small-Cap Growth Fund | | | — | | | | — | | | | (953,492 | ) | | | (381,671 | ) | | | (20,127,252 | ) | | | (21,462,415 | ) |
Capital Efficiency Fund | | | 42,783 | | | | — | | | | (43,550 | ) | | | — | | | | (2,175,453 | ) | | | (2,176,220 | ) |
Next Fund | | | 50,952 | | | | — | | | | (230,350 | ) | | | — | | | | (6,221,675 | ) | | | (6,401,073 | ) |
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, 2022 and August 31, 2021 was as follows:
FUND | | Tax year | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Global Opportunities Fund | | | 2022 | | | $ | 13,281,199 | | | $ | 34,767,880 | | | $ | 48,049,079 | |
| | | 2021 | | | | 254,531 | | | | 38,103,932 | | | | 38,358,463 | |
Mid-Cap Growth Fund | | | 2022 | | | | — | | | | 20,813,933 | | | | 20,813,933 | |
| | | 2021 | | | | — | | | | 32,831,307 | | | | 32,831,307 | |
Fool 100 Fund | | | 2022 | | | | 309,330 | | | | 1,016,460 | | | | 1,325,790 | |
| | | 2021 | | | | 1,067,239 | | | | 562,320 | | | | 1,629,559 | |
Small-Cap Growth Fund | | | 2022 | | | | — | | | | 3,829,540 | | | | 3,829,540 | |
| | | 2021 | | | | 454,925 | | | | 7,916,932 | | | | 8,371,857 | |
Capital Efficiency Fund | | | 2022 | | | | — | | | | — | | | | — | |
Next Fund | | | 2022 | | | | — | | | | — | | | | — | |
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, 2022, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2022. The Mid-Cap Growth Fund and Small-Cap Growth Fund deferred $514,142 post October loss and $83,319 late-year loss and $185,190 post October loss and $196,481 late-year loss, respectively, which will be treated as arising on the first business day of the following fiscal year.
Motley Fool Asset Management ETFs
Notes to Financial Statements (CONTINUED)
AUGUST 31, 2022
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, 2022, the Fool 100 Fund, Small-Cap Growth Fund, Capital Efficiency Fund and Next Fund had unexpiring short-term losses of $7,662,331, $953,492, $43,550 and $230,350, respectively.
6. SHARE TRANSACTIONS
Shares of the Global Opportunities Fund, Mid-Cap Growth Fund, Fool 100 Fund and Small-Cap Growth Fund are listed and trade on the Cboe BZX Exchange, Inc. Shares of the Capital Efficiency Fund and Next Fund are listed and trade on the NYSE, Arca, Inc. 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 $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 their 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 | |
Global Opportunities Fund | | $ | 32,824,775 | | | $ | 33,805,832 | | | $ | 450,755 | |
Mid-Cap Growth Fund | | | 30,222,704 | | | | 31,234,388 | | | | 39,668 | |
Fool 100 Fund | | | 20,543,351 | | | | 21,230,044 | | | | 43,353 | |
Small-Cap Growth Fund | | | 16,722,909 | | | | 17,127,093 | | | | 34,085 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2022
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 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 | |
Global Opportunities Fund | | $ | 32,824,775 | | | $ | — | | | $ | 32,824,775 | | | $ | (32,824,775 | ) | | $ | — | | | $ | — | |
Mid-Cap Growth Fund | | | 30,222,704 | | | | — | | | | 30,222,704 | | | | (30,222,704 | ) | | | — | | | | — | |
Fool 100 Fund | | | 20,543,351 | | | | — | | | | 20,543,351 | | | | (20,543,351 | ) | | | — | | | | — | |
Small-Cap Growth Fund | | | 16,722,909 | | | | — | | | | 16,722,909 | | | | (16,722,909 | ) | | | — | | | | — | |
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Funds are required to comply with Rule 18f-4 and have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Funds to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Funds to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could adversely affect the Funds’ performance and increase costs related to the Funds’ 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
Motley Fool Asset Management ETFs
Notes to Financial Statements (CONCLUDED)
AUGUST 31, 2022
and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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 Global Opportunities ETF (formerly MFAM Global Opportunities Fund), Motley Fool Mid-Cap Growth ETF (formerly MFAM Mid-Cap Growth Fund), Motley Fool 100 Index ETF, Motley Fool Small-Cap Growth ETF (formerly MFAM Small-Cap Growth ETF), Motley Fool Capital Efficiency 100 Index ETF, and Motley Fool Next Index ETF (the “Funds”), each a series of The RBB Fund, Inc., including the schedules of investments, as of August 31, 2022, 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, 2022, 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 Global Opportunities ETF and Motley Fool Mid-Cap Growth ETF | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the five years in the period ended August 31, 2022 |
Motley Fool 100 Index ETF | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the four years in the period ended August 31, 2022 and for the period January 29, 2018 (commencement of operations) through August 31, 2018 |
Motley Fool Small-Cap Growth ETF | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the three years in the period ended August 31, 2022 and for the period October 29, 2018 (commencement of operations) through August 31, 2019 |
Motley Fool Capital Efficiency 100 Index ETF and Motley Fool Next Index ETF | For the period December 30, 2021 (commencement of operations) through August 31, 2022 | For the period December 30, 2021 (commencement of operations) through August 31, 2022 | For the period December 30, 2021 (commencement of operations) through August 31, 2022 |
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
Motley Fool Asset Management ETFs
Report of Independent Registered
Public Accounting Firm (CONCLUDED)
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, 2022 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, 2022
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, the following dividends and distributions were paid by the Funds:
FUND | ORDINARY INCOME | LONG-TERM capital gain |
Global Opportunities Fund | $ 13,281,199 | $ 34,767,880 |
Mid-Cap Growth Fund | — | 20,813,933 |
Fool 100 Fund | 309,330 | 1,016,460 |
Small-Cap Growth Fund | — | 3,829,540 |
Capital Efficiency Fund | — | — |
Next Fund | — | — |
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, 2022 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% |
Fool 100 Fund | 100.00% |
Small-Cap Growth Fund | 0.00% |
Capital Efficiency Fund | 0.00% |
Next 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 | 14.42% |
Mid-Cap Growth Fund | 0.00% |
Fool 100 Fund | 100.00% |
Small-Cap Growth Fund | 0.00% |
Capital Efficiency Fund | 0.00% |
Next Fund | 0.00% |
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2023. 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 2023.
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.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
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 Motley Fool Asset Management, LLC (“MFAM”) and the Company (the “Investment Advisory Agreements”) on behalf of the Motley Fool 100 Index ETF and the Motley Fool Small-Cap Growth ETF (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 11-12, 2022 (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 31, 2022, 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 two-year, three-year, and since-inception periods ended December 31, 2021.
Motley Fool Asset Management ETFs
Notice to Shareholders (CONTINUED)
(Unaudited)
Finally, the Directors noted the MFAM Small-Cap Growth ETF had outperformed its benchmark for the three-year and since-inception periods, and underperformed its benchmark for the year-to-date and one-year periods, each ended March 31, 2022. The Directors also noted that the MFAM Small-Cap Growth ETF ranked in the 1st quintile in its Lipper Performance Group for the two-year period, and in the 5th quintile for the one-year period, each ended December 31, 2021.
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 each of the actual advisor fee and total expenses of the Motley Fool 100 Index ETF ranked in the 5th quintile of its Lipper Expense Universe.
The Directors noted that the actual advisor fee of the MFAM Small-Cap Growth ETF ranked in the 5th quintile of its Lipper Expense Group, and that the total expenses of the MFAM Small-Cap Growth ETF ranked in the 4th quintile of its 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, 2023.
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 Liquidity Risk Management Committee of the Adviser as the program administrator for the Adviser Program. The 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 current 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 July 1, 2021 to December 31, 2021 (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 either held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period or did not require the establishment of a highly liquid investment minimum; (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) during the Period 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.
Motley Fool Asset Management ETFs
Notice to Shareholders (Concluded)
(Unaudited)
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 the Fund’s exposure to liquidity risk and other risks to which it may be subject.
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.fooletfs.com.
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: fooletfs.com
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 fooletfs.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 Motley Fool Asset Management 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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
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 |
| | | | | |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | Since August 2022 | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | 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 |
| | | | | |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center. Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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: 51 | 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 |
Motley Fool Asset Management ETFs
Directors and Officers (CONCLUDED)
(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 |
| | | | | |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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, 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
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 Underwriters
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
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
Thank you for being a valued part of our Community!
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.
Optima Strategic Credit Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2022
Optima Strategic Credit Fund
Table of Contents
| | | |
Annual Investment Adviser’s Report | | | 1 | |
Performance Data | | | 2 | |
Fund Expense Example | | | 3 | |
Portfolio Holdings Summary Table | | | 4 | |
Portfolio of Investments | | | 5 | |
Statement of Assets And Liabilities | | | 6 | |
Statement of Operations | | | 7 | |
Statement of Changes in Net Assets | | | 8 | |
Financial Highlights | | | 9 | |
Notes To Financial Statements | | | 10 | |
Report of Independent Registered Public Accounting Firm | | | 18 | |
Shareholder Tax Information | | | 19 | |
Other Information | | | 20 | |
Company Management | | | 22 | |
Privacy Notice | | | 26 | |
Optima Strategic Credit Fund
Annual Investment Adviser’s Report
August 31, 2022 (Unaudited)
September 20, 2022
Dear Shareholder,
Optima Strategic Credit Fund (“Fund”) commenced operations on December 29, 2021. Fixed income and credit markets were broadly lower through August 31, 2022, with the iBoxx USD Liquid High Yield Index TR falling -11.12% and the Bloomberg US Universal Total Return Index down -11.07%. The Fund’s systematic model favored a “risk-off” environment throughout 2022 by investing in short-duration, high quality 3-month to 1-year U.S. treasury bills.
One-year U.S. treasury bills spiked from 0.4% yield at the beginning of 2022 to 3.5% yield as/of 8/31/2022. Due to these broadly rising treasury yields, the Fund returned -1.10% during the fiscal period ended August 31, 2022.
If the risk model changes to risk-on, the Fund will strategically allocate from short-duration treasuries to higher-yielding credit in an effort to increase yield and take advantage of capital appreciation. However, we currently assess a low probability of the environment changing in the near term, and the Fund will remain risk-off until the model forecasts improved conditions.
Sincerely,
Optima Asset Management LLC (the “Adviser”) and Anthony Capital Management, LLC (the “Sub-Adviser”), as reported by Doug Reich, the Portfolio Manager
The Bloomberg US Universal Index represents the union of the US Aggregate Index, US Corporate High Yield Index, Investment Grade 144A Index, Eurodollar Index, US Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD-denominated, taxable bonds that are rated either investment grade or high-yield. Some US Universal Index constituents may be eligible for one or more of its contributing subcomponents that are not mutually exclusive. These securities are not doublecounted in the index. The U.S. Universal index was created on January 1, 1999, with index history backfilled to January 1, 1990. It is not possible to invest directly in an index.
The the iBoxx USD Liquid High Yield Index is a rules-based index consisting of liquid U.S. dollar-denominated, high yield corporate bonds for sale in the United Sates. The index is designed to provide a broad representation of the U.S. dollar-denominated high yield liquid corporate bond market.
The duration of a financial asset that consists of fixed cash flows, such as a bond, is the weighted average of the times until those fixed cash flows are received. When the price of an asset is considered as a function of yield, duration also measures the price sensitivity to yield, the rate of change of price with respect to yield, or the percentage change in price for a parallel shift in yields.
Must be preceded or accompanied by a prospectus.
Investments in debt securities typically decrease when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower rated and non-rated securities present a great risk of loss to principal and interest than higher rated securities. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. The fund is non-diversified and may concentrate its assets in fewer holdings than a diversified fund, therefore exposing the fund to more individual security volatility than a diversified fund.
1
Optima Strategic Credit Fund
Performance Data
August 31, 2022 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Optima Strategic Credit Fund Founders Class
vs. iBoxx USD Liquid High Yield Index
Average Annual Total Returns for the Period Ended August 31, 2022 |
| Since Inception(1) |
Optima Strategic Credit Fund | -1.10% |
iBoxx USD Liquid High Yield Index(2)(3) | -11.11% |
Fund Expense Ratio(4) | 1.18% |
(1) | Inception date of the Founders Class Shares of the Fund was December 29, 2021. |
(2) | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
(3) | The iBoxx USD Liquid High Yield Index seeks to accurately and objectively replicate the USD High Yield Corporate Bond Market by utilizing multi-source independent pricing and quality tested reference data. The index consists of liquid USD high yield bonds and is subject to monthly rebalancing and daily total return calculations to maintain a high quality rendering of bond market performance. The index is market-value weighted with an issuer cap of 3%. |
(4) | 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 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 expenses, interest and taxes) to 1.25% of the Fund’s average daily net assets attributable to Founders Class Shares. This contractual limitation is in effect until December 31, 2022 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Financial Highlights for current figures.
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 investments will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.
2
Optima Strategic Credit Fund
Fund Expense Example
August 31, 2022 (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, 2022 through August 31, 2022, 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.
| Founders Class Shares |
| Beginning Account Value March 1, 2022 | Ending Account Value August 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-month Total Investment Return for the Fund |
Actual | $ 1,000.00 | $ 990.00 | $6.27 | 1.25% | -1.00% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,000.00 | 6.30 | 1.25% | N/A |
* | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2022 to August 31, 2022, 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
Optima Strategic Credit Fund
Portfolio Holdings Summary Table
August 31, 2022 (Unaudited)
The following table presents a summary of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Obligations | | | 87.4 | % | | $ | 35,901,450 | |
Money Market Deposit Account | | | 2.6 | | | | 1,083,635 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 10.0 | | | | 4,117,235 | |
NET ASSETS | | | 100.0 | % | | $ | 41,102,320 | |
Portfolio holdings are subject to change at any time.
Refer to the Portfolio of Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the financial statements.
4
Optima Strategic Credit Fund
Portfolio of Investments
August 31, 2022
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS —90.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 87.4% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 2.263% | | | | 10/13/22 | | | | 1,000 | | | $ | 997,305 | |
United States Treasury Bill | | | 2.507% | | | | 12/29/22 | | | | 2,500 | | | | 2,475,429 | |
United States Treasury Bill | | | 2.922% | | | | 02/02/23 | | | | 7,000 | | | | 6,906,678 | |
United States Treasury Bill(b) | | | 1.480% | | | | 02/23/23 | | | | 7,000 | | | | 6,890,850 | |
United States Treasury Bill | | | 1.620% | | | | 03/23/23 | | | | 13,000 | | | | 12,790,163 | |
United States Treasury Bill | | | 2.856% | | | | 06/15/23 | | | | 5,000 | | | | 4,872,943 | |
United States Treasury Bill | | | 3.235% | | | | 08/10/23 | | | | 1,000 | | | | 968,082 | |
TOTAL U.S. TREASURY OBLIGATIONS (Cost $36,088,050) | | | | | | | | | | | | | | | 35,901,450 | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 2.6% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | | | | | | | | | 1,084 | | | | 1,083,635 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | | | | | | | | | |
(Cost $1,083,635) | | | | | | | | | | | | | | | 1,083,635 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS — 90.0% | | | | | | | | | | | | | | | | |
(Cost $37,171,685) | | | | | | | | | | | | | | | 36,985,085 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 10.0% | | | | | | | | | | | | | | | 4,117,235 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 41,102,320 | |
* | 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, 2022. |
(b) | As of August 31, 2022 a portion of the security is held as collateral in the amount of $5,918,888 |
The accompanying notes are an integral part of the financial statements.
5
Optima Strategic Credit Fund
Statement of Assets And Liabilities
August 31, 2022
ASSETS | | | | |
Short-term investments, at value (cost $37,171,685) | | $ | 36,985,085 | |
Cash and cash equivalents | | | 4,010,526 | |
Deposit at broker for futures | | | 160,446 | |
Receivables for: | | | | |
Interest | | | 2,152 | |
Prepaid expenses and other assets | | | 23,517 | |
Total assets | | | 41,181,726 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 27,484 | |
Blue sky fees | | | 20,336 | |
Audit expenses | | | 19,214 | |
Administration and accounting services fees | | | 5,657 | |
Other accrued expenses and liabilities | | | 6,715 | |
Total liabilities | | | 79,406 | |
Net assets | | $ | 41,102,320 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 4,154 | |
Paid-in capital | | | 41,282,341 | |
Total distributable earnings/(losses) | | | (184,175 | ) |
Net assets | | $ | 41,102,320 | |
| | | | |
FOUNDERS CLASS SHARES: | | | | |
Net assets | | $ | 41,102,320 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 4,154,403 | |
Net asset value, offering and redemption price per share | | $ | 9.89 | |
The accompanying notes are an integral part of the financial statements.
6
Optima Strategic Credit Fund
Statement of Operations
For the Period Ended August 31, 2022*
INVESTMENT INCOME | | | | |
Interest | | $ | 188,730 | |
Total investment income | | | 188,730 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 62,570 | |
Offering costs | | | 49,884 | |
Administration and accounting services fees (Note 2) | | | 26,890 | |
Registration and filing fees | | | 25,773 | |
Audit fees and tax services | | | 19,714 | |
Transfer agent fees (Note 2) | | | 16,054 | |
Printing and shareholder reporting fees | | | 7,064 | |
Custodian fees (Note 2) | | | 1,199 | |
Legal fees | | | 145 | |
Other expenses | | | 4,295 | |
Broker interest expense | | | 29,028 | |
Total expenses before waivers and/or reimbursements | | | 242,616 | |
Less: waivers and/or reimbursements (Note 2) | | | (57,163 | ) |
Net expenses after waivers and/or reimbursements | | | 185,453 | |
Net investment income/(loss) | | | 3,277 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | (852 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (186,600 | ) |
Net realized and unrealized gain/(loss) on investments | | | (187,452 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (184,175 | ) |
* | Inception date of the Fund was December 29, 2021. |
The accompanying notes are an integral part of the financial statements.
7
Optima Strategic Credit Fund
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2022* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 3,277 | |
Net realized gain/(loss) from investments | | | (852 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (186,600 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (184,175 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 41,719,542 | |
Proceeds from reinvestment of distributions | | | — | |
Shares redeemed | | | (433,047 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 41,286,495 | |
Total increase/(decrease) in net assets | | | 41,102,320 | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 41,102,320 | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 4,197,861 | |
Shares reinvested | | | — | |
Shares redeemed | | | (43,458 | ) |
Net increase/(decrease) in shares outstanding | | | 4,154,403 | |
* | Inception date of the Fund was December 29, 2021. |
The accompanying notes are an integral part of the financial statements.
8
Optima Strategic Credit Fund
Financial Highlights
Contained below is per share operating performance data for Founders Class 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 December 29, 2021(1) to August 31, 2022 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.00 | |
Net investment income/(loss)(2) | | | — | |
Net realized and unrealized gain/(loss) from investments | | | (0.11 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (0.11 | ) |
Net asset value, end of period | | $ | 9.89 | |
Total investment return/(loss)(3) | | | (1.10 | )%(4) |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 41,102 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 1.48 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 1.94 | %(5) |
Ratio of expenses to average net assets with waivers and reimbursements (excluding interest expense) | | | 1.25 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements (excluding interest expense) | | | 1.71 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 0.03 | %(5) |
Portfolio turnover rate | | | 0 | %(4) |
(1) | Inception date of the Founders Class Shares of the Fund was December 29, 2021. |
(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. |
The accompanying notes are an integral part of the financial statements.
9
Optima Strategic Credit Fund
Notes To Financial Statements
August 31, 2022
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 forty-eight separate investment portfolios, including the Optima Strategic Credit Fund (the “Fund”), which commenced investment operations on December 29, 2021. The Fund is authorized to offer two classes of shares, Founders Class Shares and Investor Class Shares. Investor Class 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 90.023 billion shares are currently classified into two hundred and eleven 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 seek total return.
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, 2022, and the period covered by these Notes to Financial Statements is the since inception period from December 29, 2021 through August 31, 2022 (the “current fiscal period”).
Portfolio Valuation — The Fund values its investments at fair value. 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. 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.
10
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
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 | | $ | 36,985,085 | | | $ | 1,083,635 | | | $ | 35,901,450 | | | $ | — | |
Total Investments* | | $ | 36,985,085 | | | $ | 1,083,635 | | | $ | 35,901,450 | | | $ | — | |
* | Please refer to the Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital 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 The (formerly, 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.
11
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains (including net short-term capital gains), if any, are distributed by the Fund at least 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.
Coronavirus (COVID-19) — 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 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.
Ukraine-Russia Conflict Risk — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
Active Management Risk — The Fund is subject to management risk as an actively-managed investment portfolio. The Fund’s ability to achieve its investment objective depends on the investment skill and ability of the Sub-Adviser and on the Sub-Adviser’s ability to correctly identify economic trends.
Cash Positions Risk — The Fund may hold a significant position in cash and/or cash equivalent securities. When the Fund’s investment in cash or cash equivalent securities increases, the Fund may not participate in market advances or declines to the same extent that it would if the Fund were more fully invested in other securities.
Counterparty Risk — Counterparty risk is the risk that the other party(s) to an agreement or a participant to a transaction might default on a contract or fail to perform by failing to pay amounts due or failing to fulfill the obligations of the contract or transaction.
Credit Risk — Credit risk is the risk that an issuer or other obligated party of a debt security may be unable or unwilling to make interest and principal payments 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. The Fund could also be delayed or hindered in its enforcement of rights against an issuer, guarantor, or counterparty.
Cyber Security Risk — Cyber security risk is the risk of an unauthorized breach and access to Fund assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Adviser, Sub-Adviser, custodian, transfer agent, distributor and/or other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent Fund
12
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund and its Adviser and Sub-Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyber-attacks or other cyber-failures.
Fixed Income Securities Risk — Fixed income securities in which the Fund or an Underlying Fund may invest are subject to certain risks, including: interest rate risk, prepayment risk and credit/default risk. Interest rate risk involves the risk that prices of fixed income securities will rise and fall in response to interest rate changes. Prepayment risk involves the risk that in declining interest rate environments prepayments of principal could increase and require the Fund or an Underlying Fund to reinvest proceeds of the prepayments at lower interest rates. Credit risk involves the risk that the credit rating of a security may be lowered.
Government Intervention and Regulatory Changes — The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) (which was passed into law in July 2010) significantly revised and expanded the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators. There can be no assurance that future regulatory actions including, but not limited to, those authorized by the Dodd-Frank Act will not adversely impact the Fund. Major changes resulting from legislative or regulatory actions could materially affect the profitability of the Fund or the value of investments made by the Fund or force the Fund to revise its investment strategy or divest certain of its investments. Any of these developments could expose the Fund to additional costs, taxes, liabilities, enforcement actions and reputational risk.
In addition, in October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and requires funds whose use of derivatives is more than a limited specified exposure to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. These rules could have a substantial effect on the ability of the Fund to implement fully its investment strategy, as described herein, which may limit the Fund’s ability to achieve its objective.
High Yield Securities — High yield securities, which are rated below investment grade and commonly referred to as “junk” bonds, are high risk, speculative investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid and have more volatile prices than investment grade securities.
Interest Rate Risk— Interest rate risk is the risk that prices of fixed income securities generally increase when interest rates decline and decrease when interest rates increase. The Fund may lose money if short term or long term interest rates rise sharply or otherwise change in a manner not anticipated by the Sub-Adviser. It is likely there will be less governmental action in the near future to maintain low interest rates. Changing interest rates may have unpredictable effects on the markets and the Fund’s investments and may also affect the liquidity of fixed income securities and instruments held by the Fund. Recent and any future declines in interest rate levels could cause the Fund’s earnings to fall below the Fund’s expense ratio, resulting in a negative yield, and a decline in the Fund’s share price. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions for the Fund. Fluctuations in interest rates may also affect the liquidity of fixed income securities and instruments held by the Fund.
Cash and Cash Equivalents —The Fund maintains cash in bank deposit accounts which, at times may exceed United States federally insured limits and is classified as Cash and Cash Equivalents on the Statement of Assets and Liabilities.
13
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
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
Optima Asset Management LLC serves as the investment adviser for the Fund. Anthony Capital Management, LLC serves as the investment 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 Sub-Adviser 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 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 Sub-Adviser 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 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 net 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, 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.
Advisory Fee | Expense Cap |
| Founders Class |
0.50% | 1.25% |
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 |
$62,570 | $(57,163) | $5,407 |
If at any time the Fund’s total annual fund operating expenses (not including acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and 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, 2025 |
$57,163 |
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.
14
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated by the Fund for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund 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, there were no purchases or sales of investment securities or long-term U.S. Government securities (excluding short-term investments) 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 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, 2022, 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) |
$37,171,685 | $— | $(186,600) | $(186,600) |
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, 2022, the components of distributable earnings on a tax basis were as follows:
15
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2022
Undistributed Ordinary Income | Undistributed Long-Term Capital Gains | Net Unrealized Appreciation/ (Depreciation) | Capital Loss Carryforwards | Qualified Late-Year Losses | Other Temporary Differences |
$3,277 | $— | $(186,600) | $(852) | $— | $— |
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, 2022 were as follows:
| Ordinary Income | Long-Term Gains | Total |
2022 | $— | $— | $— |
The Fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2022, the Fund had unexpiring short-term losses of $852 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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.
16
Optima Strategic Credit Fund
Notes To Financial Statements (Concluded)
August 31, 2022
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.
17
Optima Strategic Credit Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders of Optima Strategic Credit Fund and
Board of Directors of The RBB Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Optima Strategic Credit Fund (the “Fund”), a series of The RBB Fund, Inc., as of August 31, 2022, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period December 29, 2021 (commencement of operations) through August 31, 2022 (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, 2022, the results of its operations, the changes in net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our 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 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 procedures included confirmation of securities owned as of August 31, 2022, by correspondence with the custodians and broker. 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 Fund’s auditor since 2022.
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 28, 2022
18
Optima Strategic Credit 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, 2022. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2022. During the fiscal year ended August 31, 2022, 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%.
Because the Fund’s 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 2023. 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.
19
Optima Strategic Credit 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 (866) 239-2026 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.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Adviser Program. The Adviser has delegated oversight of the Adviser Program to an employee of the Adviser, whose process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 December 29, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s reasonably anticipated trading size; (iii) that the 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 the Fund did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) confirmation that the Fund did not breach 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) during the Period and the procedures for monitoring compliance with the limit; (vi) the processes, technologies and third-party vendors that will be used to assess, manage, and/or periodically review the Fund’s Liquidity Risk; and (vii) that the Programs operated adequately during the Period. The Report noted that certain items were not analyzed as the Fund had recently launched.
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
20
Optima Strategic Credit Fund
Other Information (Concluded)
(Unaudited)
Approval of Investment Advisory Agreement — Optima Strategic Credit 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 approval of the investment advisory agreement between the Adviser and the Company (the “Investment Advisory Agreement”) on behalf of the Fund and the approval of the sub-advisory agreement between the Adviser, the Company and the Sub-Adviser (the “Sub-Advisory Agreement”), at a meeting of the Board held on December 15, 2021 (for this section only, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement and the Sub-Advisory Agreement for an initial period ending August 16, 2023. In approving the Investment Advisory Agreement and the Sub-Advisory Agreement, the Board considered information provided by the Adviser and the Sub- Adviser with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Investment Advisory Agreement and Sub-Advisory Agreement, 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 Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) the Adviser’s and Sub-Adviser’s investment philosophies and processes; (iv) the Adviser and Sub-Adviser’s assets under management and client descriptions; (v) the Adviser’s and Sub-Adviser’s soft dollar commission and trade allocation policies; (vi) the Adviser’s and Sub-Adviser’s advisory fee arrangements and other similarly managed clients, as applicable; (vii) the Adviser’s and Sub-Adviser’s compliance procedures; (viii) the Adviser’s and Sub-Adviser’s financial information and insurance coverage and profitability analysis relating to providing services to the Fund; (ix) the extent to which economies of scale are relevant to the Fund; and (x) a report prepared by Broadridge/Lipper comparing the Fund’s proposed management fees and total expense ratio to those of its Lipper Group. The Directors noted that the Fund had not yet commenced operations, and consequently there was no performance information to review with respect to the Fund.
As part of their review, the Directors considered the nature, extent and quality of the services proposed to be provided by the Adviser and Sub-Adviser. The Directors concluded that the Adviser and Sub-Adviser had sufficient resources to provide services to the Fund.
The Board also considered the advisory fee rate payable by the Fund under the proposed Investment Advisory Agreement and Sub-Advisory Agreement. In this regard, information on the fees to be paid the Fund and the Fund’s expected 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 fees would be paid directly by the Sub-Adviser and not by the Fund. The Directors also noted that the Adviser had contractually agreed to waive its management fee and reimburse expenses for at least one year to limit total annual operating expenses to agreed upon levels for each class of the Fund.
After reviewing the information regarding the Adviser’s and Sub-Adviser’s estimated costs, profitability and economies of scale, and after considering the services to be provided by the Adviser and Sub-Adviser, the Directors concluded that the investment advisory fees to be paid by the Fund to the Adviser and sub-advisory fees to be paid to the Sub-Adviser were fair and reasonable and that the Investment Advisory Agreement and Sub-Advisory Agreement should be approved for an initial period ending August 16, 2023.
21
Optima Strategic Credit 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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
22
Optima Strategic Credit 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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 55 | Independent Trustee of EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | Reich and Tang Group (asset management) (until 2015). |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | Since August 2022 | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
23
Optima Strategic Credit 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 |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund Trust (7 portfolios). |
24
Optima Strategic Credit Fund
Company Management (Concluded)
(Unaudited)
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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
25
Privacy Notice
FACTS | WHAT DOES OPTIMA ASSET MANAGEMENT LLC (“OPTIMA”) 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. Optima is committed to maintaining the privacy of individuals whose personal information is held at Optima including current and former individual clients (whether invested in an Optima sponsored investment vehicle (“Optima Fund��) or otherwise), and other intermediaries with whom we conduct business. Optima, an independent administrator of an Optima Fund and any other permitted recipient of personal information acting on behalf of Optima, may use personal information relating to you for the following purposes: ● confirm your identity and/or the source of funds in order to comply with applicable “know your client”, anti-money laundering, anti-terrorist financing and similar laws, regulations and policies and to determine whether you are a “politically exposed person”; ● comply with agreements, legislation, treaties, instructions or guidance on the collection and/or sharing or exchange of tax-related information; ● confirm whether you are a “bad actor” under Rule 506 of Regulation D of the United States Securities Act of 1933; ● verify your eligibility to become an investor in an Optima Fund; ● confirm your identity in order to confirm your authority to sign legal documents in relation to an Optima Fund (including but not limited to any subscription agreement, partnership agreement and side letter); ● managing, operating and administering an Optima Fund in accordance with its governing documents and applicable laws, regulations and policies; ● making legal, regulatory, tax or other filings in relation to an Optima Fund, its investments, its investors, Optima itself and/or any of their associates; ● to facilitate, support and/or enhance Optima’s and an independent administrator’s operations and functions in connection with an Optima Fund; and ● for any other purpose that Optima reasonably determines is necessary or desirable in connection with the business of an Optima Fund. 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. Personal information may be sent by you to Optima or to an independent administrator of an Optima Fund with respect to your subscription for, or holding of, an interest in an Optima Fund, or opening of a separately managed advisory account. This information can include: ● Social security or taxpayer identification number ● Income ● Assets ● Bank account details ● Criminal history and other security related matters1 ● Transaction history |
HOW? | For the reasons outlined above, Optima needs to share customers’ personal information to run its everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons Optima chooses to share, and whether you can limit this sharing. |
26
Reasons we can share your personal information | Does Optima Share? | Can you limit this sharing? |
For our everyday business purpose — such as processing your transactions, maintaining your accounts or responding to regulatory requests | Yes | No |
For our marketing purposes — to offer our products and services to you | No | We don’t share |
For our affiliates’ everyday business — information about your transactions, balances and experience | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
To limit our sharing | Contact Optima’s Chief Compliance Officer by telephone at 212-484-3080, by email at ragnar.gearhart@optima.com or by mail at 10 East 53rd Street, New York NY 10022, U.S.A. Please note: If you are a new customer, we can begin sharing your information immediately upon receipt of your personal information. 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? | Contact Optima’s Chief Compliance Officer by telephone at 212-484-3080, by email at ragnar.gearhart@optima.com or by mail at 10 East 53rd Street, New York NY 10022, U.S.A. |
What we can do |
How does Optima 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, among other things, computer safeguards including encryption, and secured files and buildings |
How does Optima collect my personal information? | We collect your personal information, for example, when you: ● Enter into an advisory agreement or execute a subscription agreement ● Seek financial advice ● Make additions to, or withdrawals from, your account ● Give us information about your investment portfolio ● Tell us personal information about you, your family, and your employment history |
Why can’t I limit all sharing? | Federal law gives you the right to limit only: ● sharing for affiliates’ everyday business purposes ● 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 non-financial companies. Optima’s affiliates include Forbes Family Trust and its subsidiaries and Stanhope Capital Group SA and its subsidiaries. |
Nonaffiliates | Companies not related by common ownership and control. They can be financial and non-financial companies. |
27
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Investment Adviser
Optima Asset Management LLC
10 East 53rd Street
New York, New York 10022
Sub-Adviser
Anthony Capital Management, LLC
421 George Street, Suite 206
De Pere, Wisconsin 54115
Administrator and Transfer Agent
U.S. Bank Global 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
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
OSCF-AR22
SGI U.S. LARGE CAP EQUITY FUND
SGI U.S. SMALL CAP EQUITY FUND
SGI GLOBAL EQUITY FUND
SGI PRUDENT GROWTH FUND
SGI PEAK GROWTH FUND
SGI SMALL CAP CORE FUND
(formerly, SGI Small Cap Growth Fund)
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2022
This report is submitted for the general information of the shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus for the Funds.
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report
AUGUST 31, 2022 (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 and fundamental analysis with a goal to invest in outstanding companies with the least potential for downside risks.
In 2022, downside protection has been front and center. The market has several risks coming to bear, the war in Ukraine, supply chain issues, expensive valuations, high inflation, rising rates and policy shifts of the U.S. Federal Reserve. With each rate hike, the U.S. Federal Reserve would ‘pivot’ and talk about how the market inflation is not that bad. As inflation has continued to rise throughout the year, the pivot is getting less and less effective and with even more painful inflation ahead, the pivot may go away entirely. This may take the “Fed Put” away from the market. Like a baby without its prized pacifier, the market may react poorly. The good news is that I don’t see many adults with pacifiers in their mouths. The market may have to grow up and realize the U.S. Federal Reserve, the government, or other actions will not save it. What will ultimately save companies are products that we all need and want, products that make a difference, products, and services that consumers cannot do without. Companies that provide such products and services will be those that are able to ‘ride out’ inflation and tend to have better balance sheets and stronger cash flows. We believe companies with productive workforces and, ultimately, companies with less downside risk, inflation risk and geopolitical risk, will come out at the end of the pacifier stage on top.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed. If you have any doubt 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 -10.71% on a net basis1 in the twelve months ended August 31, 2022. The fund underperformed its benchmark, the S&P 500 Low Volatility Index, which increased 0.84% during the same period. For comparative purposes, the S&P 500 Index returned -11.23%. |
| ● | Overall stock selection 80% of the fund’s relative underperformance versus the benchmark. |
| ● | The Energy sector exposure contributed the most to relative returns. |
| ● | The fund’s significant underweight to the defensive Utilities sector detracted from relative returns versus the benchmark. |
INVESTMENT OBJECTIVE
The fund seeks to outperform the S&P 500 Index over a market cycle while reducing overall volatility.
| 1 | Net return is the return after all fees and expenses. |
1
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Large Cap Equity Fund - Class I Shares returned -10.71% on a net basis1 in the twelve-month period ended August 31, 2022. The fund lagged its benchmark, the S&P 500 Low Volatility Index, which gained 0.84% during the same period. For comparative purposes, the S&P 500 Index returned -11.23%. Performance of other share classes will differ. Please see the prospectus for details.
What factors influenced the fund’s performance?
Overall, stock selection accounted for 90% of the fund’s relative underperformance versus the benchmark while sector positioning accounted for the remainder.
The Information Technology sector was the largest detracting sector accounting for 42% of the fund’s relative underperformance. Within this sector, 82% of the underperformance was from stock selection and the remainder was from the significant overweight relative to the benchmark. The three worst contributing companies in the Information Technology sector were: Adobe Inc. -43.73%, Qorvo Inc. -41.16%, %, and Intuit Inc. -23.30%.
The Consumer Discretionary sector was the next largest detracting sector accounting for 31% of the fund’s relative underperformance. Within this sector, 82% of the underperformance was from stock selection and the remainder was from the significant overweight relative to the benchmark. The three worst contributing companies in the Consumer Discretionary sector were: Target Corp. -34.02%, Amazon.com Inc. -12.38%, and NVR Inc. -28.57%.
The Communications Services sector was the third largest detracting sector accounting for 24% of the fund’s relative underperformance. Within this sector, 49% of the underperformance was from stock selection and the remainder was from the significant overweight relative to the benchmark. The three worst contributing companies in the Communications Services sector were: Netflix Inc. -30.57%, Meta Platforms Inc. -37.00%, and Charter Communications Inc. -47.54%.
The Financials sector was the fourth largest detracting sector accounting for 9% of the fund’s relative underperformance. Within this sector, 90% of the underperformance was from stock selection and the remainder was from slight overweight relative to the benchmark. The three worst contributing companies in the Financials sector were: T Rowe Price Group Inc. -40.24%, S&P Global Inc. -20.00%, and Bank of American Corp. -17.76%.
The overweight to the Energy sector contributed the most to relative returns as Chevron rose 49.98%, EOG Resources gained 120.24%, and Exxon Mobile increased 83.26%.
The significant underweight to the Utilities sector also hurt relative performance because this defensive sector generated positive returns during a bear market.
Factor exposures accounted for 53% of the fund’s relative underperformance. Slight overweight exposures to the residual volatility, long-term reversal, and beta factors all accounted for the three most detracting factors to the fund’s relative underperformance. Benefitting the fund’s relative performance were significant overweight exposure to the variability and the dividend yield factors. Additionally, a slight positive exposure to the liquidity factor also marginally benefitted relative performance.
How is the fund positioned?
The two largest sector weights relative to the benchmark are Information Technology and Health Care sectors that are 12.4% and 5.3% overweight, respectively. The next two largest sector over weights are the Financials and Energy sectors that are 4.5% and 4.2% overweight, respectively. The largest sector underweight is the Utilities sector where the fund holds 16.1% less exposure than the benchmark. The fund is also underweighted Consumer Staples, Real Estate, and Industrials sectors by 7.4%, 4.6%, and 2.5%, respectively.
| 1 | Net return is the return after all fees and expenses. |
2
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
Fund positioning from a factor standpoint shows the largest underweight exposure to leverage and dividend yield factors and overweighted exposure to variability, earnings yield, beta, and valuation factors relative to the benchmark.
What is portfolio management’s outlook?
The highest inflation in over 40 years has caused the U.S. Federal Reserve and other central banks to tighten monetary conditions. Starting in March of 2022, the federal funds interest rate has been aggressively increased from near zero to over 3% at the time of this report. Expectations for further tightening has been signaled into 2023. The bear market in equities is not likely to end until inflation has peaked and is steadily declining back to a target range of 2%.
The conflict between Russia and Ukraine has also affected global energy and grain markets. Oil prices remain above $80 per barrel. The European economies are experiencing an energy squeeze with prices up over 300% due to Russia’s shutdown of the Nord Stream 1 gas pipeline. There is a strong likelihood that Europe will fall into a recession which could have the effect of pulling the world into a global recession.
Stock markets are generally forward-looking, so the markets should bottom long before the economic statistics reveal that the recession is over. Investors always try to time the bottom but find the task nearly impossible. The risk is either being too early and experiencing further downside or being too late and missing the strongest part of a market recovery. This is the reason investors should not panic and get out of the market. Instead of trying to time the market, longer term investors should remain invested in equity markets.
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.
3
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (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 and fundamental analysis with a goal to invest in outstanding companies with the least potential for downside risks.
In 2022, downside protection has been front and center. The market has several risks coming to bear, the war in Ukraine, supply chain issues, expensive valuations, high inflation, rising rates and policy shifts of the U.S. Federal Reserve. With each rate hike, the U.S. Federal Reserve would ‘pivot’ and talk about how the market inflation is not that bad. As inflation has continued to rise throughout the year, the pivot is getting less and less effective and with even more painful inflation ahead the pivot may go away entirely. This may take the “Fed Put” away from the market. Like a baby without its prized pacifier, the market may react poorly. The good news is that I don’t see many adults with pacifiers in their mouths. The market may have to grow up and realize the U.S. Federal Reserve, the government, or other actions will not save it. What will ultimately save companies is products that we all need and want, products that make a difference, products and services that consumers cannot do without. Companies that provide such products and services will be those that are able to ‘ride out’ inflation and tend to have better balance sheets and stronger cash flows. We believe companies with productive workforces and, ultimately, companies with less downside risk, inflation risk and geopolitical risk, will come out at the end of the pacifier stage on top.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed. If you have any doubt 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 –5.29% on a net basis1 in the twelve months ended August 31, 2022. The fund slightly outperformed its benchmark, the S&P Small Cap 600 Low Volatility Index, which returned -5.53% during the same period. For comparative purposes, the Russell 2000 Index returned -17.88%. |
| ● | Stock selection accounted for nearly all the relative outperformance versus the benchmark. |
| ● | The significant underweight to the Real Estate sector was the largest factor benefiting relative performance. |
| ● | The fund is positioned with the largest, approximately 12%, sector overweight to the Health Care sector. The fund is also positioned with large underweight exposure to the Financials and Real Estate sectors, 19% and 15% respectively. |
INVESTMENT OBJECTIVE
The fund seeks to outperform the Russell 2000 Index over a market cycle while reducing overall volatility.
| 1 | Net return is the return after all fees and expenses. |
4
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Small Cap Equity Fund - Class I Shares returned -5.29% on a net basis1 in the twelve-month period ended August 31, 2022. The fund slightly outperformed its benchmark, the S&P Small Cap 600 Low Volatility Index, which returned -5.53% during the same period. For comparative purposes, the Russell 2000 Index returned -17.88%. Performance of other share classes will differ. Please see the prospectus for details.
What factors influenced the fund’s performance?
Stock selection accounted for nearly all the relative outperformance versus the benchmark.
The Communications Services sector was the largest detracting sector accounting for 15% of the fund’s performance. The three worst contributing companies in the Communications Services sector were: Liberty Latin America Inc. -32.57%, Ooma Inc. -35.41%, and Cogent Communications Holdings Inc. -11.24%.
The Utilities sector was the next largest detracting sector accounting for 8% of the fund’s performance. The three worst contributing companies in the Utilities sector were: Middlesex Water Co. -0.40%, York Water Co. -2.37%, and MGE Energy Inc. -3.01%.
The significant underweight to the Real Estate sector was the largest factor benefiting relative performance. The effect of stock selection within this sector was immaterial.
The next largest contributing sector to performance was the Consumer Staples sector. The overweight positioning was the largest contributing factor while the effect of stock selection within this sector was immaterial.
Positive stock selection in the Health Care sector was completely offset by the negative effects of a significant overweight position relative to the benchmark. The three best contributing companies in the Health Care sector were: Amphastar Pharmaceuticals Inc. +50.56%, Radius Health Inc. +29.80%, and Apria Inc. +19.25%.
Factor exposures accounted for only 11% of the fund’s relative outperformance. The remaining 89% was due to positive stock selection. Slight overweight exposures to the residual volatility, momentum, and growth factors all accounted for the three most detracting factors to the fund’s relative performance. Benefitting the fund’s relative performance were overweight exposure to the variability factor and underweight exposure to the valuation factor.
How is the fund positioned?
The fund is positioned with the largest, approximately 12%, sector overweight to the Health Care sector. The fund is also positioned with large underweight exposure to the Financials and Real Estate sectors 19% and 15% respectively. The next three overweighted sectors are Consumer Discretionary +7%, Industrials +5%, and Utilities 3%.
Fund positioning from a factor standpoint shows the largest underweight exposure to dividend yield and valuation factors. The largest overweighted exposures are to the earnings variability, growth, residual volatility, and profit relative to the benchmark.
What is portfolio management’s outlook?
The highest inflation in over 40 years has caused the U.S. Federal Reserve and other central banks to tighten monetary conditions. Starting in March of 2022, the federal funds interest rate has been aggressively increased from near zero to over 3% at the time of this report. Expectations for further tightening has been signaled into 2023. The bear market in equities is not likely to end until inflation has peaked and is steadily declining back to a target range of 2%.
| 1 | Net return is the return after all fees and expenses. |
5
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
The conflict between Russia and Ukraine has also affected global energy and grain markets. Oil prices remain above $80 per barrel. The European economies are experiencing an energy squeeze with prices up over 300% due to Russia’s shutdown of the Nord Stream 1 gas pipeline. There is a strong likelihood that Europe will fall into a recession which could have the effect of pulling the world into a global recession.
Stock markets are generally forward-looking, so the markets should bottom long before the economic statistics reveal that the recession is over. Investors always try to time the bottom but find the task nearly impossible. The risk is either being too early and experiencing further downside or being too late and missing the strongest part of a market recovery. This is the reason investors should not panic and get out of the market. Instead of trying to time the market, longer term investors should remain invested in equity markets.
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 SmallCap 600® Low Volatility Index measures the performance of the 120 least-volatile stocks in the S&P SmallCap 600®. The index is designed to serve as a benchmark for low volatility or low variance strategies in U.S. small-cap equities. It is not possible to invest directly in an index.
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. 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.
6
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
SGI Global Equity Fund
Class I Shares: 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 and fundamental analysis with a goal to invest in outstanding companies with the least potential for downside risks.
In 2022, downside protection has been front and center. The market has several risks coming to bear, the war in Ukraine, supply chain issues, expensive valuations, high inflation, rising rates and policy shifts of the Federal Reserve. With each rate hike the Federal Reserve would ‘pivot’ and talk about how the market inflation is not that bad. As inflation has continued to rise throughout the year, the pivot is getting less and less effective and with even more painful inflation ahead the pivot may go away entirely. This may take the “Fed Put” away from the market. Like a baby without its prized pacifier, the market may react poorly. The good news is that I don’t see many adults with pacifiers in their mouths. The market may have to grow up and realize the Fed, the government, or other actions will not save it. What will ultimately save companies is products that we all need and want, products that make a difference, products, and services that consumers cannot do without. Companies that provide such products and services will be those that are able to ‘ride out’ inflation and tend to have better balance sheets and stronger cash flows. Companies that have productive workforces and ultimately companies that have less downside risk, inflation risk, geopolitical risk and, we believe, will come out at the end of the pacifier stage, on top.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed. Again, if you have any doubt 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 -9.20% on a net basis1 in the twelve months ended August 31, 2022. The fund outperformed in-line with its benchmark, the MSCI ACWI Minimum Volatility Index, which returned -9.11% during the same period. For comparative purposes, the MSCI ACWI Index returned -15.49%. |
| ● | Country and sector allocation strength fully offset the weakness in stock selection. |
| ● | Exposure to the U.S. dollar accounted for the most important factor in generating relative returns versus the benchmark. |
| ● | The fund is positioned 10% overweight the Financials sector. |
INVESTMENT OBJECTIVE
The fund seeks to outperform the MSCI ACWI Index over a market cycle while reducing overall volatility.
| 1 | Net return is the return after all fees and expenses. |
7
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Global Equity Fund - Class I Shares returned -9.20% on a net basis1 in the twelve-month period ended August 31, 2022. The fund performed in-line with its benchmark, the MSCI ACWI Minimum Volatility Index, which returned -9.11% during the same period. For comparative purposes, the MSCI ACWI Index returned -15.88%.
What factors influenced the fund’s performance?
Overall, the country and sector allocation strength fully offset the weakness in stock selection resulting in performance in-line with the benchmark for the annual period.
The fund’s overweight exposure to the strengthening U.S. Dollar accounted for the most important factor for generating relative returns versus the benchmark.
The Information Technology sector was the largest detracting sector accounting for 25% of the returns. Within this sector, currency exposure from U.S. domiciled companies partially offset weak stock selection. The modest average sector overweight also hurt relative performance. The three worst contributing companies in the Information Technology sector were: Adobe Inc. -43.46%, Taiwan Semiconductor -28.67%, and Dolby Laboratories Inc. -25.16%.
The Financials sector was the next largest detracting sector accounting for 16% of the returns. Within this sector, a large overweight allocation and currency exposure from U.S. domiciled companies partially offset weak stock selection. The three worst contributing companies in the Financials sector were: T Rowe Price Group Inc. -44.74%, Houlihan Lokey Inc. -11.26%, and Royal Bank of Canada -6.15%.
The Communications Services sector was the third largest detracting sector accounting for 15% of the returns. Within this sector, an underweight allocation and currency exposure from U.S. domiciled companies partially offset weak stock selection. The three worst contributing companies in the Communications Services sector were: Alphabet Inc. -24.96%, Meta Platforms Inc. -48.70%, and Yandex NV -36.68%.
The Energy sector was the most beneficial sector adding to the fund’s returns. Within this sector, 82% of the performance was from positive stock selection and the remainder was from slight overweight relative to the benchmark. The three best contributing companies in the Energy sector were: Coterra Energy Inc. +61.21%, Petrochina Co. LTD. +21.35%, and Exxon Mobil Corp. +41.09%.
The underweight to the Materials sector and the positive stock selection contributed the second most to returns as Agnico Eagle Mines Ltd. rose 27.43%.
Factor exposures in aggregate detracted from the fund’s relative performance but this was offset by strong stock selection and positive exposure to U.S. domiciled companies. The overweight exposures to North America hurt relative performance but the rise of the U.S. dollar fully offset this factor. The underweight exposure to the Japanese yen benefitted the fund’s relative performance because the Yen depreciated relative to the U.S. dollar. .
How is the fund positioned?
The largest overweight relative to the benchmark is the Financials sector which is 10% overweight. Energy and Consumer Discretionary sectors are both approximately 1% overweight the benchmark. Utilities and Industrials sectors account for 3% underweight exposure relative to the benchmark. Information Technology, Communications Services, and Materials sectors are each positioned approximately 2% underweight the benchmark.
| 1 | Net return is the return after all fees and expenses. |
8
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
The fund is positioned overweight North America versus the rest of the world. Fund positioning from a factor standpoint shows the largest overweighted exposure to beta, growth, valuation, and earnings variability while being underweight leverage, profitability, and dividend yield relative to the benchmark.
What is portfolio management’s outlook?
The highest inflation in over 40 years has caused the Federal Reserve and other central banks to tighten monetary conditions. Starting in March of 2022 the fed funds interest rate has been aggressively increased from near zero to over 3% at the time of this report. Expectations for further tightening has been signaled into 2023. The bear market in equities is not likely to end until inflation has peaked and is steadily declining back to a target range of 2%.
The conflict between Russia and Ukraine has also affected global energy and grain markets. Oil prices remain above $80 per barrel. The European economies are experiencing an energy squeeze with prices up over 300% due to Russia’s shutdown of the Nord Stream 1 gas pipeline. There is a strong likelihood that Europe will fall into recession which could have the effect of pulling the world into a global recession.
Stock markets are generally forward looking so the markets should bottom long before the economic statistics reveal that the recession is over. Investors always try to time the bottom but find the task nearly impossible. The risk is either being too early and experiencing further downside or being too late and missing the strongest part of a market recovery. This is the reason investors should not panic and get out of the market. Instead of trying to time the market, longer term investors should remain invested in equity markets.
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 (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.
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. 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.
9
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
SGI Peak Growth Fund (SGPKX)
SGI Prudent Growth Fund (SGPGX)
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 and fundamental analysis with a goal to invest in outstanding companies with the least potential for downside risks.
In 2022, downside protection has been front and center. The market has several risks coming to bear, the war in Ukraine, supply chain issues, expensive valuations, high inflation, rising rates and policy shifts of the U.S. Federal Reserve. With each rate hike, the U.S. Federal Reserve would ‘pivot’ and talk about how the market inflation is not that bad. As inflation has continued to rise throughout the year, the pivot is getting less and less effective and with even more painful inflation ahead, the pivot may go away entirely. This may take the “Fed Put” away from the market. Like a baby without its prized pacifier, the market may react poorly. The good news is that I don’t see many adults with pacifiers in their mouths. The market may have to grow up and realize the U.S. Federal Reserve, the government, or other actions will not save it. What will ultimately save companies are products that we all need and want, products that make a difference, products, and services that consumers cannot do without. Companies that provide such products and services will be those that are able to ‘ride out’ inflation and that tend to have better balance sheets and stronger cash flows. We believe companies with productive workforces and, ultimately, companies with less downside risk, inflation risk and geopolitical risk, will come out at the end of the pacifier stage on top.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed. If you have any doubt 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 -11.64% on a net basis1 in the twelve months ended August 31, 2022. The fund performed approximately in-line with its benchmark, the S&P 500 Index, which returned -11.23% during the same period. |
| ● | The SGI Prudent Growth Fund returned -11.26% on a net basis1 in the twelve months ended August 31, 2022. The fund performed approximately in-line with its composite benchmark, a 60%/40% mix of the S&P 500 Index and the Bloomberg US Aggregate Bond Index, which returned -11.07%. |
INVESTMENT OBJECTIVE
The SGI Peak Growth Fund seeks capital appreciation. The SGI Prudent Growth Fund seeks long-term capital appreciation. There can be no guarantee that the Funds will achieve their respective investment objectives.
FUND COMMENTARY
Both the stock and bond markets posted negative returns during the twelve-month period ended August 31, 2022. Both the SGI Peak Growth Fund and the SGI Prudent Growth Fund performed in-line with their respective benchmarks.
| 1 | Net return is the return after all fees and expenses. |
10
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
For the SGI Peak Growth Fund, asset allocation was the primary factor that determined returns. An average 30.0% allocation to the Class I Shares of the SGI Global Equity Fund (SGLIX), an average 21.0% allocation to SGI Small Cap Core Fund (BOGIX), and an average 17.9% allocation to the Class I Shares of the SGI US Large Cap Equity Fund (SILVX) during the twelve-month period were three of the largest detractors to performance. Additionally, an average 5.4% allocation to iShares MSCI EAFE ETF (IEFA) also hurt returns.
For the SGI Prudent Growth Fund, asset allocation was the primary factor that determined returns. An average 16.8% allocation to iShares Core U.S. Aggregate Bond ETF (AGG), an average allocation of 22.7% to SGI Global Equity Fund (SGLIX), and an average 12.0% allocation to the SGI U.S. Large Cap Equity Fund (SILVX) during the twelve-month period were three of the largest detractors to performance. Additionally, an average 9.3% allocation to SGI Small Cap Core Fund (BOGIX), and an average 3.6% allocation to iShares Core MSCI EAFE ETF (IEFA) hurt returns.
What is portfolio management’s outlook?
The highest inflation in over 40 years has caused the U.S. Federal Reserve and other central banks to tighten monetary conditions. Starting in March of 2022, the federal funds interest rate has been aggressively increased from near zero to over 3% at the time of this report. Expectations for further tightening has been signaled into 2023. The bear market in equities is not likely to end until inflation has peaked and is steadily declining back to a target range of 2%.
The conflict between Russia and Ukraine has also affected global energy and grain markets. Oil prices remain above $80 per barrel. The European economies are experiencing an energy squeeze with prices up over 300% due to Russia’s shutdown of the Nord Stream 1 gas pipeline. There is a strong likelihood that Europe will fall into a recession which could have the effect of pulling the world into a global recession.
Stock markets are generally forward-looking, so the markets should bottom long before the economic statistics reveal that the recession is over. Investors always try to time the bottom but find the task nearly impossible. The risk is either being too early and experiencing further downside or being too late and missing the strongest part of a market recovery. This is the reason investors should not panic and get out of the market. Instead of trying to time the market, longer term investors should remain invested in equity markets.
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.
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
11
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
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 on 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.
12
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
SGI Small Cap Core Fund (formerly known as the SGI 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 and fundamental analysis with a goal to invest in outstanding companies with the least potential for downside risks.
In 2022, downside protection has been front and center. The market has several risks coming to bear, the war in Ukraine, supply chain issues, expensive valuations, high inflation, rising rates and policy shifts of the U.S. Federal Reserve. With each rate hike, the U.S. Federal Reserve would ‘pivot’ and talk about how the market inflation is not that bad. As inflation has continued to rise throughout the year, the pivot is getting less and less effective and with even more painful inflation ahead the pivot may go away entirely. This may take the “Fed Put” away from the market. Like a baby without its prized pacifier, the market may react poorly. The good news is that I don’t see many adults with pacifiers in their mouths. The market may have to grow up and realize the U.S. Federal Reserve, the government, or other actions will not save it. What will ultimately save companies are products that we all need and want, products that make a difference, products and services that consumers cannot do without. Companies that provide such products and services will be those that are able to ‘ride out’ inflation and that tend to have better balance sheets and stronger cash flows. We believe companies with productive workforces and, ultimately, companies with less downside risk, inflation risk and geopolitical risk, will come out at the end of the pacifier stage on top.
Everyone at SGI is 100% committed to doing everything we can to ensure that your investments perform as designed. If you have any doubt 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 Core Fund - Class I Shares returned -9.93% on a net basis1 in the twelve months ended August 31, 2022. The fund significantly outperformed its benchmark, the Russell 2000 Index, which returned -17.88% during the same period. |
| ● | Strong stock selection was the primary reason for the outperformance versus the benchmark. |
| ● | The Health Care sector exposure contributed the most to relative returns. |
| ● | In terms of sector exposures, a significant overweight exposure to Consumer Staples and Industrials sectors and underweight exposure to the Information Technology and Communications Services sectors benefitted relative returns. |
INVESTMENT OBJECTIVE
The fund seeks to provide long-term capital appreciation.
| 1 | Net return is the return after all fees and expenses. |
13
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2022 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Small Cap Core Fund - Class I Shares returned -9.93% on a net basis1 in the twelve-month period ended August 31, 2022. The fund significantly outperformed its benchmark, the Russell 2000 Index, which returned -17.88% during the same period.
What factors influenced the fund’s performance?
Strong stock selection was the primary reason for the outperformance versus the benchmark.
The Health Care sector was the largest contributing sector accounting for 43% of the fund’s outperformance relative to the benchmark. The three best contributing companies in the Health Care sector were: Shockwave Medical Inc. +56.68%, Inotiv Inc. +91.82%, and Evolent Health Inc. +21.01%.
The Industrials sector was the second largest contributing sector accounting for 25% of the fund’s outperformance relative to the benchmark. The three best contributing companies in the Industrials sector were: Mueller Industries Inc. +43.59%, Titan International Inc. +117.43%, and Boise Cascade Co. +38.91%.
The Consumer Staples sector was the third largest contributing sector accounting for 11% of the fund’s outperformance relative to the benchmark. The three best contributing companies in the Consumer Staples sector were: Elf Beauty Inc. +51.79%, Weis Markets Inc. +41.92%, and Sprouts Farmers Market Inc. +16.06%.
The Information Technology sector was the fourth largest contributing sector accounting for 11% of the fund’s outperformance relative to the benchmark. The three best contributing companies in the Information Technology sector were: Cyberoptics Corp. +29.98%, Digi International Inc. +65.96%, and International Money Express +22.81%.
In terms of sector exposures, a significant overweight exposure to Consumer Staples and Industrials sectors and underweight exposure to the Information Technology and Communications Services sectors benefitted relative returns.
Factor exposures added significantly to the fund’s relative performance. Overweight exposure to the profit factor benefitted the fund the most. An underweight to the residual volatility factor was the next best performing factor exposure. Factor exposures combined with strong stock selection accounted for the outstanding relative returns versus the benchmark.
How is the fund positioned?
The fund is positioned with three large sector underweights, an 8.4% underweight position to the Health Care sector, 3.8% underweight to the Financials sector, and a 2.7% underweight position to the Utilities sector. Three overweighted sectors are the Industrials sector +9.6%, Consumer Staples sector +2.0%, and Consumer Discretionary sector +1.8%.
Fund positioning from a factor standpoint shows the largest overweight exposures to earnings yield, profitability, valuation, and momentum factors. The largest underweighted exposures are to the residual volatility, liquidity, beta, and dividend yield factors relative to the benchmark.
What is portfolio management’s outlook?
The highest inflation in over 40 years has caused the U.S. Federal Reserve and other central banks to tighten monetary conditions. Starting in March of 2022, the federal funds interest rate has been aggressively increased from near zero to over 3% at the time of this report. Expectations for further tightening has been signaled into 2023. The bear market in equities is not likely to end until inflation has peaked and is steadily declining back to a target range of 2%.
| 1 | Net return is the return after all fees and expenses. |
14
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Concluded)
AUGUST 31, 2022 (UNAUDITED)
The conflict between Russia and Ukraine has also affected global energy and grain markets. Oil prices remain above $80 per barrel. The European economies are experiencing an energy squeeze with prices up over 300% due to Russia’s shutdown of the Nord Stream 1 gas pipeline. There is a strong likelihood that Europe will fall into a recession which could have the effect of pulling the world into a global recession.
Stock markets are generally forward-looking, so the markets should bottom long before the economic statistics reveal that the recession is over. Investors always try to time the bottom but find the task nearly impossible. The risk is either being too early and experiencing further downside or being too late and missing the strongest part of a market recovery. This is the reason investors should not panic and get out of the market. Instead of trying to time the market, longer term investors should remain invested in equity markets.
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 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. 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.
15
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data
August 31, 2022 (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 August 31, 2012 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, 2022 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class I Shares | -10.71% | 9.21% | 10.81% | 10.46% | |
S&P 500® Index(2) | -11.23% | 11.82% | 13.08% | 12.85% | |
(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 March 2, 2022, is 0.98% 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 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 March 3, 2023 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.
16
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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.
17
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2022 (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, 2022 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (without sales charge) | -10.89% | 5.25% | 8.95% | 8.63% | |
Class A Shares (with sales charge) | -15.58% | 3.38% | 7.79% | 7.78% | |
S&P 500® Index(2) | -11.23% | 12.39% | 11.82% | 11.86% | |
(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 March 2, 2022, is 1.23% 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, 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 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 March 3, 2023 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
18
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2022 (UNAUDITED)
Fund’s average daily net assets attributable to Class A 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 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.
19
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class C Shares | -11.54% | 4.62% | 8.24% | 8.24% | |
S&P 500® Index (2) | -11.23% | 12.39% | 11.82% | 12.48% | |
(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 March 2, 2022, is 1.98% 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, 2022 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 March 3, 2023 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.
20
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2022 (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.
21
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | -5.29% | -0.18% | 1.27% | 4.48% | |
Russell 2000® Index(2) | -17.88% | 8.59% | 6.95% | 9.59% | |
(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 March 2, 2022, are 1.40% and 1.23%, 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 March 3, 2023 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.
22
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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.
23
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (without sales charge) | -5.49% | -0.41% | 1.02% | 4.25% | |
Class A Shares (with sales charge) | -10.47% | -2.17% | -0.07% | 3.38% | |
Russell 2000® Index(2) | -17.88% | 8.59% | 6.95% | 9.59% | |
(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 March 2, 2022, are 1.65% and 1.48%, 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, 2022 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 March 3, 2023 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.48% of the Fund’s average daily net assets attributable to Class A Shares, the Adviser is entitled to reimbursement
24
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
August 31, 2022 (UNAUDITED)
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.
25
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class C Share | -5.66% | -0.97% | 0.38% | 3.55% | |
Russell 2000® Index(2) | -17.88% | 8.59% | 6.95% | 9.59% | |
(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 March 2, 2022, are 2.40% and 2.23%, 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, 2022 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 March 3, 2023 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.
26
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2022 (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.
27
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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, 2012 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, 2022(1) | |
| One Year | Five Years | Ten Years | |
Class I Shares(2) | -9.20% | 6.22% | 8.04% | |
MSCI ACWI Index(3) | -15.88% | 6.97% | 8.70% | |
(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 March 2, 2022, are 0.95% and 0.84%, respectively, of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2022 to the extent necessary to ensure
28
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (UNAUDITED)
that the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) do not exceed 0.84% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until March 3, 2023 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.
29
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Since Inception(1) | |
Class I Shares | -11.26% | 1.68% | |
S&P 500® Index(2) | -11.23% | 11.15% | |
Composite Index(3) | -11.07% | 4.84% | |
(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 March 2, 2022 are 2.27% and 2.22%, 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, 2022 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 March 3, 2023, 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.
30
SGI PEAK GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2022 (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, 2022 | |
| One Year | Since Inception(1) | |
Class I Shares | -11.64% | 5.04% | |
S&P 500® Index(2) | -11.23% | 11.15% | |
(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 March 2, 2022 are 2.54% and 2.54%, 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, 2022 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 March 3, 2023, 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.
31
SGI SMALL CAP CORE FUND (formerly, the SGI Small Cap Growth Fund) - CLASS I SHARES
Performance Data (CONtinued)
August 31, 2022 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI Small Cap Core Fund
vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2012 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, 2022 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class I Shares | -9.93% | 7.95% | 11.22% | 10.56% | |
Russell 2000® Index | -17.88% | 6.95% | 10.01% | 8.04% | |
(1) | For the period October 1, 1999 (commencement of operations) through August 31, 2022. |
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 March 2, 2022, as supplemented, are 1.29%, 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 March 3, 2023 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. 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
32
SGI SMALL CAP CORE FUND (formerly, the SGI Small Cap Growth Fund) - CLASS I SHARES
Performance Data (CONCLUDED)
August 31, 2022 (UNAUDITED)
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.
33
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples
August 31, 2022 (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, 2022 through August 31, 2022 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, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 964.90 | $ 4.80 | 0.97% | -3.51% |
Class A Shares | 1,000.00 | 964.40 | 6.04 | 1.22 | -3.56 |
Class C Shares | 1,000.00 | 960.70 | 9.74 | 1.97 | -3.93 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.32 | $ 4.94 | 0.97% | N/A |
Class A Shares | 1,000.00 | 1,019.06 | 6.21 | 1.22 | N/A |
Class C Shares | 1,000.00 | 1,015.27 | 10.01 | 1.97 | N/A |
34
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (CONTINUED)
August 31, 2022 (UNAUDITED)
| SGI U.S. Small Cap Equity Fund |
| Beginning Account Value MARCH 1, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 962.50 | $ 6.08 | 1.23% | -3.75% |
Class A Shares | 1,000.00 | 961.40 | 7.32 | 1.48 | -3.86 |
Class C Shares | 1,000.00 | 963.50 | 11.04 | 2.23 | -3.65 |
| | | | |
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, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 924.40 | $ 4.07 | 0.84% | -7.56% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.97 | $ 4.28 | 0.84% | N/A |
| SGI Prudent Fund |
| Beginning Account Value MARCH 1, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 931.60 | $ 8.28 | 1.70% | -6.84% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,016.64 | $ 8.64 | 1.70% | N/A |
35
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (Concluded)
August 31, 2022 (UNAUDITED)
| SGI Peak Growth Fund |
| Beginning Account Value MARCH 1, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 932.80 | $ 8.28 | 1.70% | -6.72% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,016.64 | $ 8.64 | 1.70% | N/A |
| SGI small cap CORE Fund |
| Beginning Account Value MARCH 1, 2022 | Ending Account Value AUGUST 31, 2022 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class L Shares | $ 1,000.00 | $ 953.30 | $ 6.06 | 1.23% | -4.67% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class L Shares | $ 1,000.00 | $ 1,019.00 | $ 6.26 | 1.23% | N/A |
* | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2022 to August 31, 2022, 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. |
36
SGI U.S. LARGE CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Food | | | 12.3 | % | | $ | 52,098,192 | |
Software | | | 9.7 | | | | 40,869,441 | |
Electric | | | 9.5 | | | | 40,047,833 | |
Pharmaceuticals | | | 9.0 | | | | 38,225,181 | |
Insurance | | | 8.2 | | | | 34,474,142 | |
Biotechnology | | | 7.9 | | | | 33,301,729 | |
Computers | | | 4.3 | | | | 18,333,871 | |
Oil & Gas | | | 3.9 | | | | 16,605,362 | |
Banks | | | 3.5 | | | | 14,585,830 | |
REITS | | | 3.1 | | | | 12,990,034 | |
Chemicals | | | 2.8 | | | | 11,666,300 | |
Retail | | | 2.7 | | | | 11,466,721 | |
Commercial Services | | | 2.3 | | | | 9,688,682 | |
Distribution/Wholesale | | | 2.2 | | | | 9,457,068 | |
Diversified Financial Services | | | 2.2 | | | | 9,417,489 | |
Telecommunications | | | 2.1 | | | | 8,757,722 | |
Semiconductors | | | 1.8 | | | | 7,455,389 | |
Healthcare-Products | | | 1.6 | | | | 6,917,798 | |
Gas | | | 1.6 | | | | 6,911,242 | |
Aerospace/Defense | | | 1.6 | | | | 6,799,897 | |
Electronics | | | 1.4 | | | | 5,873,757 | |
Media | | | 1.0 | | | | 4,420,068 | |
Water | | | 0.9 | | | | 3,874,545 | |
Auto Manufacturers | | | 0.8 | | | | 3,201,998 | |
Environmental Control | | | 0.7 | | | | 2,890,413 | |
Hand & Machine Tools | | | 0.7 | | | | 2,766,822 | |
Beverages | | | 0.3 | | | | 1,295,910 | |
Advertising | | | 0.3 | | | | 1,251,030 | |
Office/Business Equipment | | | 0.3 | | | | 1,116,068 | |
Electrical Components & Equipment | | | 0.2 | | | | 961,280 | |
Household Products/Wares | | | 0.2 | | | | 879,888 | |
Miscellaneous Manufacturing | | | 0.2 | | | | 857,252 | |
Healthcare-Services | | | 0.2 | | | | 810,972 | |
SHORT-TERM INVESTMENTS | | | 0.4 | | | | 1,630,974 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 478,633 | |
NET ASSETS | | | 100 | % | | $ | 422,379,533 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
37
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 99.5% | | | | | | | | |
Advertising — 0.3% | | | | | | | | |
Omnicom Group, Inc. | | | 18,700 | | | $ | 1,251,030 | |
Aerospace/Defense — 1.6% | | | | | | | | |
General Dynamics Corp. | | | 10,300 | | | | 2,357,979 | |
Lockheed Martin Corp. | | | 5,400 | | | | 2,268,594 | |
Teledyne Technologies, Inc.* | | | 5,900 | | | | 2,173,324 | |
| | | | | | | 6,799,897 | |
Auto Manufacturers — 0.8% | | | | | | | | |
General Motors Co. | | | 83,800 | | | | 3,201,998 | |
Banks — 3.5% | | | | | | | | |
Citigroup, Inc. | | | 17,800 | | | | 868,818 | |
Citizens Financial Group, Inc. | | | 169,100 | | | | 6,202,588 | |
Fifth Third Bancorp | | | 81,100 | | | | 2,769,565 | |
JPMorgan Chase & Co. | | | 17,300 | | | | 1,967,529 | |
KeyCorp | | | 157,000 | | | | 2,777,330 | |
| | | | | | | 14,585,830 | |
Beverages — 0.3% | | | | | | | | |
Coca-Cola Co., (The) | | | 21,000 | | | | 1,295,910 | |
Biotechnology — 7.9% | | | | | | | | |
Gilead Sciences, Inc. | | | 159,900 | | | | 10,148,853 | |
Incyte Corp.* | | | 129,200 | | | | 9,099,556 | |
Royalty Pharma PLC, Class A, (United Kingdom) | | | 88,800 | | | | 3,712,728 | |
Vertex Pharmaceuticals, Inc.* | | | 36,700 | | | | 10,340,592 | |
| | | | | | | 33,301,729 | |
Chemicals — 2.8% | | | | | | | | |
Eastman Chemical Co. | | | 58,700 | | | | 5,341,700 | |
LyondellBasell Industries NV, Class A, (Netherlands) | | | 76,200 | | | | 6,324,600 | |
| | | | | | | 11,666,300 | |
Commercial Services — 2.3% | | | | | | | | |
Cintas Corp. | | | 7,800 | | | | 3,173,352 | |
S&P Global, Inc. | | | 18,500 | | | | 6,515,330 | |
| | | | | | | 9,688,682 | |
Computers — 4.3% | | | | | | | | |
Accenture PLC, Class A, (Ireland) | | | 12,600 | | | | 3,634,596 | |
Apple, Inc. | | | 73,000 | | | | 11,477,060 | |
Dell Technologies, Inc., Class C | | | 34,700 | | | | 1,328,663 | |
Hewlett Packard Enterprise Co. | | | 92,000 | | | | 1,251,200 | |
Western Digital Corp.* | | | 15,200 | | | | 642,352 | |
| | | | | | | 18,333,871 | |
Distribution/Wholesale — 2.2% | | | | | | | | |
Copart, Inc.* | | | 35,500 | | | | 4,247,575 | |
Fastenal Co. | | | 58,300 | | | | 2,934,239 | |
WW Grainger, Inc. | | | 4,100 | | | | 2,275,254 | |
| | | | | | | 9,457,068 | |
Diversified Financial Services — 2.2% | | | | | | | | |
Interactive Brokers Group, Inc., Class A | | | 14,600 | | | $ | 899,214 | |
Synchrony Financial | | | 260,100 | | | | 8,518,275 | |
| | | | | | | 9,417,489 | |
Electric — 9.5% | | | | | | | | |
AES Corp. | | | 71,100 | | | | 1,809,495 | |
Alliant Energy Corp. | | | 67,200 | | | | 4,101,888 | |
American Electric Power Co., Inc. | | | 13,400 | | | | 1,342,680 | |
CMS Energy Corp. | | | 48,100 | | | | 3,248,674 | |
Consolidated Edison, Inc. | | | 9,300 | | | | 908,982 | |
DTE Energy Co. | | | 21,700 | | | | 2,828,378 | |
Duke Energy Corp. | | | 39,700 | | | | 4,244,327 | |
Entergy Corp. | | | 7,600 | | | | 876,280 | |
Evergy, Inc. | | | 81,100 | | | | 5,557,783 | |
Exelon Corp. | | | 22,800 | | | | 1,001,148 | |
NextEra Energy, Inc. | | | 46,600 | | | | 3,963,796 | |
PPL Corp. | | | 134,700 | | | | 3,917,076 | |
Public Service Enterprise Group, Inc. | | | 14,700 | | | | 946,092 | |
WEC Energy Group, Inc. | | | 13,100 | | | | 1,351,134 | |
Xcel Energy, Inc. | | | 53,200 | | | | 3,950,100 | |
| | | | | | | 40,047,833 | |
Electrical Components & Equipment — 0.2% | | | | | | | | |
AMETEK, Inc. | | | 8,000 | | | | 961,280 | |
Electronics — 1.4% | | | | | | | | |
Fortive Corp. | | | 60,400 | | | | 3,825,132 | |
Keysight Technologies, Inc.* | | | 12,500 | | | | 2,048,625 | |
| | | | | | | 5,873,757 | |
Environmental Control — 0.7% | | | | | | | | |
Waste Management, Inc. | | | 17,100 | | | | 2,890,413 | |
Food — 12.3% | | | | | | | | |
Campbell Soup Co. | | | 44,100 | | | | 2,221,758 | |
ConAgra Foods, Inc. | | | 28,400 | | | | 976,392 | |
Hershey Co., (The) | | | 51,600 | | | | 11,592,972 | |
Hormel Foods Corp. | | | 75,500 | | | | 3,796,140 | |
Kellogg Co. | | | 159,300 | | | | 11,587,482 | |
Kraft Heinz Co., (The) | | | 228,500 | | | | 8,545,900 | |
Kroger Co., (The) | | | 97,000 | | | | 4,650,180 | |
Mondelez International, Inc., Class A | | | 50,300 | | | | 3,111,558 | |
Tyson Foods, Inc., Class A | | | 74,500 | | | | 5,615,810 | |
| | | | | | | 52,098,192 | |
Gas — 1.6% | | | | | | | | |
NiSource, Inc. | | | 234,200 | | | | 6,911,242 | |
Hand & Machine Tools — 0.7% | | | | | | | | |
Snap-on, Inc. | | | 12,700 | | | | 2,766,822 | |
The accompanying notes are an integral part of the financial statements.
38
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments (CONtinued)
August 31, 2022
| | Number of Shares | | | Value | |
Healthcare-Products — 1.6% | | | | | | | | |
Avantor, Inc.* | | | 27,900 | | | $ | 694,989 | |
Hologic, Inc.* | | | 67,400 | | | | 4,553,544 | |
Medtronic PLC, (Ireland) | | | 9,200 | | | | 808,864 | |
West Pharmaceutical Services, Inc. | | | 2,900 | | | | 860,401 | |
| | | | | | | 6,917,798 | |
Healthcare-Services — 0.2% | | | | | | | | |
Laboratory Corp. of America Holdings | | | 3,600 | | | | 810,972 | |
Household Products/Wares — 0.2% | | | | | | | | |
Kimberly-Clark Corp. | | | 6,900 | | | | 879,888 | |
Insurance — 8.2% | | | | | | | | |
Allstate Corp., (The) | | | 7,600 | | | | 915,800 | |
Arch Capital Group Ltd.* | | | 179,300 | | | | 8,197,596 | |
Chubb Ltd., (Switzerland) | | | 6,000 | | | | 1,134,300 | |
Fidelity National Financial, Inc. | | | 86,100 | | | | 3,366,510 | |
Marsh & McLennan Cos., Inc. | | | 6,300 | | | | 1,016,631 | |
Progressive Corp., (The) | | | 90,200 | | | | 11,063,030 | |
Prudential Financial, Inc. | | | 91,700 | | | | 8,780,275 | |
| | | | | | | 34,474,142 | |
Media — 1.0% | | | | | | | | |
FactSet Research Systems, Inc. | | | 10,200 | | | | 4,420,068 | |
Miscellaneous Manufacturing — 0.2% | | | | | | | | |
Illinois Tool Works, Inc. | | | 4,400 | | | | 857,252 | |
Office/Business Equipment — 0.3% | | | | | | | | |
Zebra Technologies Corp., Class A* | | | 3,700 | | | | 1,116,068 | |
Oil & Gas — 3.9% | | | | | | | | |
Exxon Mobil Corp. | | | 68,500 | | | | 6,547,915 | |
Marathon Petroleum Corp. | | | 16,100 | | | | 1,622,075 | |
Pioneer Natural Resources Co. | | | 9,400 | | | | 2,380,268 | |
Valero Energy Corp. | | | 51,700 | | | | 6,055,104 | |
| | | | | | | 16,605,362 | |
Pharmaceuticals — 9.0% | | | | | | | | |
AbbVie, Inc. | | | 35,200 | | | | 4,732,992 | |
Bristol-Myers Squibb Co. | | | 138,700 | | | | 9,349,767 | |
McKesson Corp. | | | 13,500 | | | | 4,954,500 | |
Merck & Co., Inc. | | | 116,800 | | | | 9,970,048 | |
Pfizer, Inc. | | | 203,800 | | | | 9,217,874 | |
| | | | | | | 38,225,181 | |
REITS — 3.1% | | | | | | | | |
AvalonBay Communities, Inc. | | | 4,500 | | | | 904,095 | |
Camden Property Trust | | | 47,400 | | | | 6,091,374 | |
Public Storage | | | 9,800 | | | | 3,242,134 | |
Simon Property Group, Inc. | | | 18,700 | | | | 1,907,026 | |
Sun Communities, Inc. | | | 5,500 | | | | 845,405 | |
| | | | | | | 12,990,034 | |
Retail — 2.7% | | | | | | | | |
Best Buy Co., Inc. | | | 12,400 | | | $ | 876,556 | |
Costco Wholesale Corp. | | | 1,900 | | | | 991,990 | |
Dollar General Corp. | | | 10,000 | | | | 2,374,200 | |
Wal-Mart Stores, Inc. | | | 54,500 | | | | 7,223,975 | |
| | | | | | | 11,466,721 | |
Semiconductors — 1.8% | | | | | | | | |
Broadcom, Inc. | | | 6,300 | | | | 3,144,393 | |
NVIDIA Corp. | | | 4,700 | | | | 709,418 | |
Texas Instruments, Inc. | | | 21,800 | | | | 3,601,578 | |
| | | | | | | 7,455,389 | |
Software — 9.7% | | | | | | | | |
Adobe Systems, Inc.* | | | 20,300 | | | | 7,580,832 | |
Electronic Arts, Inc. | | | 54,400 | | | | 6,901,728 | |
Fiserv, Inc.* | | | 38,100 | | | | 3,855,339 | |
Intuit, Inc. | | | 18,500 | | | | 7,987,930 | |
Jack Henry & Associates, Inc. | | | 4,900 | | | | 941,780 | |
Microsoft Corp. | | | 42,600 | | | | 11,138,622 | |
Roper Technologies, Inc. | | | 2,100 | | | | 845,418 | |
Take-Two Interactive Software, Inc.* | | | 13,200 | | | | 1,617,792 | |
| | | | | | | 40,869,441 | |
Telecommunications — 2.1% | | | | | | | | |
AT&T, Inc. | | | 52,100 | | | | 913,834 | |
Cisco Systems, Inc. | | | 175,400 | | | | 7,843,888 | |
| | | | | | | 8,757,722 | |
Water — 0.9% | | | | | | | | |
American Water Works Co., Inc. | | | 26,100 | | | | 3,874,545 | |
| | | | | | | | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $377,522,743) | | | | | | | 420,269,926 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
39
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments (CONCLUDED)
August 31, 2022
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 0.4% | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 1,630,974 | | | $ | 1,630,974 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $1,630,974) | | | | | | | 1,630,974 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $379,153,717) | | | | | | | 421,900,900 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 478,633 | |
NET ASSETS — 100.0% | | | | | | $ | 422,379,533 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2022. |
PLC Public Limited Company
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
40
SGI U.S. SMALL CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 13.3 | % | | $ | 4,731,593 | |
Pharmaceuticals | | | 9.0 | | | | 3,189,568 | |
Food | | | 8.0 | | | | 2,825,717 | |
Commercial Services | | | 7.0 | | | | 2,503,531 | |
Diversified Financial Services | | | 6.8 | | | | 2,428,307 | |
Transportation | | | 6.0 | | | | 2,130,908 | |
Retail | | | 5.1 | | | | 1,816,706 | |
Water | | | 4.5 | | | | 1,601,967 | |
Chemicals | | | 3.7 | | | | 1,314,006 | |
Insurance | | | 3.6 | | | | 1,279,286 | |
Packaging & Containers | | | 3.4 | | | | 1,219,195 | |
REITS | | | 3.2 | | | | 1,119,452 | |
Gas | | | 2.3 | | | | 827,265 | |
Electronics | | | 2.2 | | | | 790,777 | |
Auto Parts & Equipment | | | 2.2 | | | | 787,157 | |
Software | | | 2.2 | | | | 778,645 | |
Biotechnology | | | 2.1 | | | | 733,012 | |
Savings & Loans | | | 2.0 | | | | 719,345 | |
Electric | | | 1.8 | | | | 651,860 | |
Engineering & Construction | | | 1.6 | | | | 570,078 | |
Household Products/Wares | | | 1.5 | | | | 531,609 | |
Computers | | | 1.5 | | | | 519,901 | |
Healthcare-Products | | | 1.4 | | | | 509,492 | |
Oil & Gas | | | 0.8 | | | | 293,716 | |
Environmental Control | | | 0.8 | | | | 280,102 | |
Machinery-Diversified | | | 0.8 | | | | 271,829 | |
Building Materials | | | 0.7 | | | | 250,038 | |
Pipelines | | | 0.6 | | | | 215,319 | |
Miscellaneous Manufacturing | | | 0.5 | | | | 185,136 | |
Real Estate | | | 0.4 | | | | 152,136 | |
Distribution/Wholesale | | | 0.4 | | | | 126,968 | |
Healthcare-Services | | | 0.3 | | | | 118,065 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 56,417 | |
NET ASSETS | | | 100 | % | | $ | 35,529,103 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
41
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 99.8% | | | | | | |
Auto Parts & Equipment — 2.2% | | | | | | | | |
Dorman Products, Inc.* | | | 6,675 | | | $ | 605,089 | |
Standard Motor Products, Inc. | | | 4,961 | | | | 182,068 | |
| | | | | | | 787,157 | |
Banks — 13.4% | | | | | | | | |
Bank of Marin Bancorp | | | 2,000 | | | | 61,800 | |
Bankwell Financial Group, Inc. | | | 2,900 | | | | 91,408 | |
BayCom Corp. | | | 3,500 | | | | 65,135 | |
BCB Bancorp, Inc. | | | 6,300 | | | | 113,400 | |
Camden National Corp. | | | 1,700 | | | | 76,891 | |
CBTX, Inc. | | | 5,200 | | | | 154,960 | |
City Holding Co. | | | 2,300 | | | | 195,523 | |
CrossFirst Bankshares, Inc.* | | | 10,900 | | | | 143,662 | |
Equity Bancshares, Inc., Class A | | | 6,625 | | | | 206,899 | |
Esquire Financial Holdings, Inc. | | | 4,100 | | | | 153,258 | |
Farmers National Banc Corp. | | | 8,700 | | | | 124,323 | |
First Bancshares, Inc., (The) | | | 5,200 | | | | 155,480 | |
First Financial Corp. | | | 9,404 | | | | 437,286 | |
Great Southern Bancorp, Inc. | | | 4,500 | | | | 264,510 | |
HarborOne Bancorp, Inc. | | | 11,000 | | | | 150,040 | |
Lakeland Financial Corp. | | | 4,000 | | | | 301,360 | |
Merchants Bancorp | | | 6,875 | | | | 185,419 | |
Nicolet Bankshares, Inc.* | | | 4,575 | | | | 350,354 | |
Old Second Bancorp, Inc. | | | 18,600 | | | | 255,192 | |
Origin Bancorp, Inc. | | | 5,300 | | | | 216,505 | |
Peapack-Gladstone Financial Corp. | | | 6,035 | | | | 203,198 | |
Southern First Bancshares, Inc.* | | | 2,000 | | | | 86,220 | |
Unity Bancorp, Inc. | | | 4,200 | | | | 117,726 | |
Westamerica BanCorp | | | 11,100 | | | | 621,045 | |
| | | | | | | 4,731,594 | |
Biotechnology — 2.1% | | | | | | | | |
Innoviva, Inc.* | | | 55,700 | | | | 733,012 | |
Building Materials — 0.7% | | | | | | | | |
AAON, Inc. | | | 4,350 | | | | 250,038 | |
Chemicals — 3.7% | | | | | | | | |
American Vanguard Corp. | | | 15,848 | | | | 315,850 | |
Balchem Corp. | | | 5,450 | | | | 718,419 | |
Hawkins, Inc. | | | 7,300 | | | | 279,736 | |
| | | | | | | 1,314,005 | |
Commercial Services — 7.0% | | | | | | | | |
CorVel Corp.* | | | 2,475 | | | $ | 384,566 | |
Forrester Research, Inc.* | | | 5,400 | | | | 224,586 | |
Franklin Covey Co.* | | | 4,700 | | | | 223,579 | |
FTI Consulting, Inc.* | | | 4,800 | | | | 770,880 | |
ICF International, Inc. | | | 5,050 | | | | 512,878 | |
Kforce, Inc. | | | 3,370 | | | | 184,406 | |
Laureate Education, Inc. | | | 18,388 | | | | 202,636 | |
| | | | | | | 2,503,531 | |
Computers — 1.5% | | | | | | | | |
ExlService Holdings, Inc.* | | | 3,100 | | | | 519,901 | |
Distribution/Wholesale — 0.4% | | | | | | | | |
Titan Machinery, Inc.* | | | 4,125 | | | | 126,968 | |
Diversified Financial Services — 6.8% | | | | | | | | |
AssetMark Financial Holdings, Inc.* | | | 6,500 | | | | 125,710 | |
Columbia Financial, Inc.* | | | 3,800 | | | | 81,054 | |
First Western Financial, Inc.* | | | 2,600 | | | | 68,978 | |
Houlihan Lokey, Inc. | | | 8,775 | | | | 688,838 | |
International Money Express, Inc.* | | | 20,928 | | | | 468,787 | |
Nelnet, Inc., Class A | | | 800 | | | | 67,392 | |
PJT Partners, Inc., Class A | | | 13,400 | | | | 927,548 | |
| | | | | | | 2,428,307 | |
Electric — 1.8% | | | | | | | | |
Avangrid, Inc. | | | 5,400 | | | | 266,760 | |
MGE Energy, Inc. | | | 5,000 | | | | 385,100 | |
| | | | | | | 651,860 | |
Electronics — 2.2% | | | | | | | | |
Mesa Laboratories, Inc. | | | 1,300 | | | | 222,118 | |
OSI Systems, Inc.* | | | 6,825 | | | | 568,659 | |
| | | | | | | 790,777 | |
Engineering & Construction — 1.6% | | | | | | | | |
NV5 Global, Inc.* | | | 4,050 | | | | 570,078 | |
Environmental Control — 0.8% | | | | | | | | |
Heritage-Crystal Clean, Inc.* | | | 8,600 | | | | 280,102 | |
Food — 8.0% | | | | | | | | |
John B Sanfilippo & Son, Inc. | | | 5,100 | | | | 411,723 | |
Lancaster Colony Corp. | | | 1,800 | | | | 303,390 | |
Seaboard Corp. | | | 30 | | | | 115,870 | |
Sprouts Farmers Market, Inc.* | | | 30,600 | | | | 884,340 | |
Tootsie Roll Industries, Inc. | | | 15,158 | | | | 543,111 | |
Weis Markets, Inc. | | | 7,300 | | | | 567,283 | |
| | | | | | | 2,825,717 | |
Gas — 2.3% | | | | | | | | |
Chesapeake Utilities Corp. | | | 6,550 | | | | 827,265 | |
The accompanying notes are an integral part of the financial statements.
42
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (Concluded)
August 31, 2022
| | Number of Shares | | | Value | |
Healthcare-Products — 1.4% | | | | | | | | |
Atrion Corp. | | | 200 | | | $ | 120,790 | |
Omnicell, Inc.* | | | 3,800 | | | | 388,702 | |
| | | | | | | 509,492 | |
Healthcare-Services — 0.3% | | | | | | | | |
National HealthCare Corp. | | | 1,700 | | | | 118,065 | |
Household Products/Wares — 1.5% | | | | | | | | |
Helen of Troy, Ltd.* | | | 4,300 | | | | 531,609 | |
Insurance — 3.6% | | | | | | | | |
Hanover Insurance Group Inc., (The) | | | 1,500 | | | | 194,085 | |
National Western Life Group, Inc., Class A | | | 400 | | | | 76,124 | |
RLI Corp. | | | 700 | | | | 76,832 | |
Safety Insurance Group, Inc. | | | 800 | | | | 72,040 | |
Stewart Information Services Corp. | | | 15,650 | | | | 792,516 | |
United Fire Group, Inc. | | | 2,300 | | | | 67,689 | |
| | | | | | | 1,279,286 | |
Machinery-Diversified — 0.8% | | | | | | | | |
Alamo Group, Inc. | | | 1,525 | | | | 199,409 | |
Tennant Co. | | | 1,200 | | | | 72,420 | |
| | | | | | | 271,829 | |
Miscellaneous Manufacturing — 0.5% | | | | | | | | |
Chase Corp. | | | 2,100 | | | | 185,136 | |
Oil & Gas — 0.8% | | | | | | | | |
Chord Energy Corp. | | | 2,075 | | | | 293,716 | |
Packaging & Containers — 3.4% | | | | | | | | |
Silgan Holdings, Inc. | | | 19,825 | | | | 903,029 | |
UFP Technologies, Inc.* | | | 3,400 | | | | 316,166 | |
| | | | | | | 1,219,195 | |
Pharmaceuticals — 9.0% | | | | | | | | |
Amphastar Pharmaceuticals, Inc.* | | | 9,900 | | | | 293,040 | |
Collegium Pharmaceutical, Inc.* | | | 28,403 | | | | 499,325 | |
Eagle Pharmaceuticals, Inc.* | | | 16,800 | | | | 550,536 | |
Ironwood Pharmaceuticals Inc., Class A* | | | 6,400 | | | | 68,864 | |
Pacira BioSciences, Inc.* | | | 6,150 | | | | 322,752 | |
Prestige Brands Holdings, Inc.* | | | 12,982 | | | | 656,630 | |
Supernus Pharmaceuticals, Inc.* | | | 9,000 | | | | 308,070 | |
USANA Health Sciences, Inc.* | | | 7,600 | | | | 490,352 | |
| | | | | | | 3,189,569 | |
Pipelines — 0.6% | | | | | | | | |
DT Midstream, Inc. | | | 3,900 | | | | 215,319 | |
Real Estate — 0.4% | | | | | | | | |
McGrath RentCorp | | | 1,800 | | | | 152,136 | |
REITS — 3.2% | | | | | | | | |
City Office REIT, Inc. | | | 19,500 | | | $ | 225,225 | |
Easterly Government Properties, Inc. | | | 16,200 | | | | 290,790 | |
Rexford Industrial Realty, Inc. | | | 9,700 | | | | 603,437 | |
| | | | | | | 1,119,452 | |
Retail — 5.1% | | | | | | | | |
AutoNation, Inc.* | | | 3,200 | | | | 398,720 | |
Murphy USA, Inc. | | | 3,600 | | | | 1,044,612 | |
PC Connection, Inc. | | | 1,700 | | | | 84,456 | |
Winmark Corp. | | | 1,400 | | | | 288,918 | |
| | | | | | | 1,816,706 | |
Savings & Loans — 2.0% | | | | | | | | |
Hingham Institution For Savings, (The) | | | 525 | | | | 155,872 | |
HomeTrust Bancshares, Inc. | | | 4,900 | | | | 113,778 | |
Southern Missouri Bancorp, Inc. | | | 4,200 | | | | 221,466 | |
Waterstone Financial, Inc. | | | 13,200 | | | | 228,228 | |
| | | | | | | 719,344 | |
Software — 2.2% | | | | | | | | |
CSG Systems International, Inc. | | | 8,500 | | | | 491,725 | |
Verra Mobility Corp.* | | | 18,000 | | | | 286,920 | |
| | | | | | | 778,645 | |
Transportation — 6.0% | | | | | | | | |
Heartland Express, Inc. | | | 26,140 | | | | 396,021 | |
Landstar System, Inc. | | | 6,100 | | | | 894,443 | |
Werner Enterprises, Inc. | | | 21,122 | | | | 840,444 | |
| | | | | | | 2,130,908 | |
Water — 4.5% | | | | | | | | |
American States Water Co. | | | 11,000 | | | | 912,670 | |
California Water Service Group | | | 7,645 | | | | 447,462 | |
York Water Co., (The) | | | 5,500 | | | | 241,835 | |
| | | | | | | 1,601,967 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $34,620,248) | | | | | | | 35,472,686 | |
TOTAL INVESTMENTS — 99.8% | | | | | | | | |
(Cost $34,620,248) | | | | | | | 35,472,686 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 56,417 | |
NET ASSETS — 100.0% | | | | | | $ | 35,529,103 | |
* | Non-income producing security. |
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
43
SGI GLOBAL EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 13.6 | % | | $ | 16,089,904 | |
Telecommunications | | | 10.0 | | | | 11,939,708 | |
Pharmaceuticals | | | 7.6 | | | | 8,978,239 | |
Food | | | 6.9 | | | | 8,151,560 | |
Biotechnology | | | 6.5 | | | | 7,698,535 | |
Electric | | | 5.2 | | | | 6,119,030 | |
Diversified Financial Services | | | 4.8 | | | | 5,652,889 | |
Retail | | | 4.3 | | | | 5,096,726 | |
Software | | | 4.2 | | | | 4,977,565 | |
Internet | | | 4.2 | | | | 4,973,359 | |
Auto Manufacturers | | | 4.2 | | | | 4,939,545 | |
Computers | | | 3.8 | | | | 4,516,383 | |
Healthcare-Products | | | 2.9 | | | | 3,404,988 | |
Media | | | 2.8 | | | | 3,264,549 | |
Oil & Gas | | | 2.3 | | | | 2,683,574 | |
Semiconductors | | | 2.2 | | | | 2,650,980 | |
Chemicals | | | 2.1 | | | | 2,497,711 | |
Insurance | | | 2.0 | | | | 2,404,974 | |
Home Furnishings | | | 2.0 | | | | 2,336,356 | |
Building Materials | | | 1.9 | | | | 2,193,489 | |
REITS | | | 1.8 | | | | 2,116,755 | |
Machinery-Diversified | | | 1.4 | | | | 1,653,456 | |
Beverages | | | 1.1 | | | | 1,257,062 | |
Office/Business Equipment | | | 0.5 | | | | 603,830 | |
Electronics | | | 0.2 | | | | 265,470 | |
Commercial Services | | | 0.2 | | | | 240,900 | |
Auto Parts & Equipment | | | 0.2 | | | | 231,965 | |
Mining | | | 0.2 | | | | 231,616 | |
SHORT-TERM INVESTMENTS | | | 0.1 | | | | 131,501 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.8 | | | | 957,436 | |
NET ASSETS | | | 100 | % | | $ | 118,260,055 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
44
SGI GLOBAL EQUITY FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 99.1% | | | | | | | | |
Auto Manufacturers — 4.2% | | | | | | | | |
Honda Motor Co., Ltd., (Japan) SP ADR | | | 113,600 | | | $ | 3,012,672 | |
Toyota Motor Corp., (Japan) SP ADR | | | 12,900 | | | | 1,926,873 | |
| | | | | | | 4,939,545 | |
Auto Parts & Equipment — 0.2% | | | | | | | | |
Gentex Corp. | | | 8,500 | | | | 231,965 | |
Banks — 13.6% | | | | | | | | |
Bank of America Corp. | | | 30,600 | | | | 1,028,466 | |
Bank of Montreal, (Canada) | | | 27,100 | | | | 2,499,704 | |
Bank of Nova Scotia, (The), (Canada) | | | 34,100 | | | | 1,885,389 | |
Canadian Imperial Bank of Commerce, (Canada) | | | 7,400 | | | | 350,094 | |
Credicorp Ltd. | | | 29,600 | | | | 3,815,144 | |
HSBC Holdings PLC, (United Kingdom) SP ADR | | | 76,900 | | | | 2,370,827 | |
Royal Bank of Canada, (Canada) | | | 44,500 | | | | 4,140,280 | |
| | | | | | | 16,089,904 | |
Beverages — 1.1% | | | | | | | | |
Coca-Cola Co., (The) | | | 3,900 | | | | 240,669 | |
PepsiCo, Inc. | | | 5,900 | | | | 1,016,393 | |
| | | | | | | 1,257,062 | |
Biotechnology — 6.5% | | | | | | | | |
Incyte Corp.* | | | 55,700 | | | | 3,922,951 | |
Vertex Pharmaceuticals, Inc.* | | | 13,400 | | | | 3,775,584 | |
| | | | | | | 7,698,535 | |
Building Materials — 1.9% | | | | | | | | |
Johnson Controls International PLC, (Ireland) | | | 31,400 | | | | 1,699,996 | |
Louisiana-Pacific Corp. | | | 9,100 | | | | 493,493 | |
| | | | | | | 2,193,489 | |
Chemicals — 2.1% | | | | | | | | |
Air Products & Chemicals, Inc. | | | 5,300 | | | | 1,337,985 | |
Linde PLC, (Ireland) | | | 4,100 | | | | 1,159,726 | |
| | | | | | | 2,497,711 | |
Commercial Services — 0.2% | | | | | | | | |
FTI Consulting, Inc.* | | | 1,500 | | | | 240,900 | |
Computers — 3.8% | | | | | | | | |
Apple, Inc. | | | 13,700 | | | | 2,153,914 | |
Check Point Software Technologies Ltd., (Israel)* | | | 17,600 | | | | 2,116,224 | |
Pure Storage, Inc., Class A* | | | 8,500 | | | | 246,245 | |
| | | | | | | 4,516,383 | |
Diversified Financial Services — 4.8% | | | | | | | | |
Discover Financial Services | | | 2,300 | | | $ | 231,127 | |
Houlihan Lokey, Inc. | | | 43,100 | | | | 3,383,350 | |
ORIX Corp., (Japan) SP ADR | | | 11,600 | | | | 955,260 | |
SLM Corp. | | | 43,400 | | | | 663,152 | |
T Rowe Price Group, Inc. | | | 3,500 | | | | 420,000 | |
| | | | | | | 5,652,889 | |
Electric — 5.2% | | | | | | | | |
Algonquin Power & Utilities Corp., (Canada) | | | 75,500 | | | | 1,035,105 | |
Duke Energy Corp. | | | 20,900 | | | | 2,234,419 | |
Fortis, Inc., (Canada) | | | 64,600 | | | | 2,849,506 | |
| | | | | | | 6,119,030 | |
Electronics — 0.2% | | | | | | | | |
Garmin Ltd., (Switzerland) | | | 3,000 | | | | 265,470 | |
Food — 6.9% | | | | | | | | |
Campbell Soup Co. | | | 5,100 | | | | 256,938 | |
ConAgra Foods, Inc. | | | 7,200 | | | | 247,536 | |
General Mills, Inc. | | | 26,400 | | | | 2,027,520 | |
Hormel Foods Corp. | | | 31,600 | | | | 1,588,848 | |
Kellogg Co. | | | 43,600 | | | | 3,171,464 | |
Kraft Heinz Co., (The) | | | 6,600 | | | | 246,840 | |
Mondelez International, Inc., Class A | | | 9,900 | | | | 612,414 | |
| | | | | | | 8,151,560 | |
Healthcare-Products — 2.9% | | | | | | | | |
Hologic, Inc.* | | | 3,600 | | | | 243,216 | |
Medtronic PLC, (Ireland) | | | 22,800 | | | | 2,004,576 | |
QuidelOrtho Corp.* | | | 14,600 | | | | 1,157,196 | |
| | | | | | | 3,404,988 | |
Home Furnishings — 2.0% | | | | | | | | |
Dolby Laboratories, Inc., Class A | | | 31,900 | | | | 2,336,356 | |
Insurance — 2.0% | | | | | | | | |
Assurant, Inc. | | | 1,500 | | | | 237,735 | |
Berkshire Hathaway, Inc., Class B* | | | 1,700 | | | | 477,360 | |
Chubb Ltd., (Switzerland) | | | 4,020 | | | | 759,981 | |
Cincinnati Financial Corp. | | | 2,400 | | | | 232,704 | |
Erie Indemnity Co., Class A | | | 2,100 | | | | 451,353 | |
Hanover Insurance Group Inc., (The) | | | 1,900 | | | | 245,841 | |
| | | | | | | 2,404,974 | |
Internet — 4.2% | | | | | | | | |
Alphabet, Inc., Class C* | | | 19,200 | | | | 2,095,680 | |
Amazon.com, Inc.* | | | 22,700 | | | | 2,877,679 | |
| | | | | | | 4,973,359 | |
Machinery-Diversified — 1.4% | | | | | | | | |
Graco, Inc. | | | 25,900 | | | | 1,653,456 | |
The accompanying notes are an integral part of the financial statements.
45
SGI GLOBAL EQUITY FUND
Portfolio of Investments (Concluded)
August 31, 2022
| | Number of Shares | | | Value | |
Media — 2.8% | | | | | | | | |
Comcast Corp., Class A | | | 6,300 | | | $ | 227,997 | |
Thomson Reuters Corp., (Canada) | | | 27,600 | | | | 3,036,552 | |
| | | | | | | 3,264,549 | |
Mining — 0.2% | | | | | | | | |
Newmont Corp. | | | 5,600 | | | | 231,616 | |
Office/Business Equipment — 0.5% | | | | | | | | |
Canon, Inc., (Japan) SP ADR | | | 25,286 | | | | 603,830 | |
Oil & Gas — 2.3% | | | | | | | | |
Chevron Corp. | | | 9,600 | | | | 1,517,376 | |
Exxon Mobil Corp. | | | 12,200 | | | | 1,166,198 | |
| | | | | | | 2,683,574 | |
Pharmaceuticals — 7.6% | | | | | | | | |
Bristol-Myers Squibb Co. | | | 16,300 | | | | 1,098,783 | |
CVS Health Corp. | | | 5,900 | | | | 579,085 | |
Dr Reddy’s Laboratories Ltd., (India) ADR | | | 10,500 | | | | 549,045 | |
Merck & Co., Inc. | | | 13,600 | | | | 1,160,896 | |
Neurocrine Biosciences, Inc.* | | | 2,400 | | | | 251,112 | |
Novartis AG, (Switzerland) SP ADR | | | 25,500 | | | | 2,053,260 | |
Novo Nordisk, (Denmark) SP ADR | | | 25,600 | | | | 2,716,160 | |
Pfizer, Inc. | | | 12,600 | | | | 569,898 | |
| | | | | | | 8,978,239 | |
REITS — 1.8% | | | | | | | | |
American Homes 4 Rent, Class A | | | 41,100 | | | | 1,461,516 | |
Digital Realty Trust, Inc. | | | 5,300 | | | | 655,239 | |
| | | | | | | 2,116,755 | |
Retail — 4.3% | | | | | | | | |
Costco Wholesale Corp. | | | 6,200 | | | | 3,237,020 | |
Murphy USA, Inc. | | | 900 | | | | 261,153 | |
Wal-Mart Stores, Inc. | | | 12,060 | | | | 1,598,553 | |
| | | | | | | 5,096,726 | |
Semiconductors — 2.2% | | | | | | | | |
STMicroelectronics NV, (Netherlands) | | | 6,700 | | | | 233,830 | |
Taiwan Semiconductor Manufacturing Co., Ltd., (Taiwan) SP ADR | | | 29,000 | | | | 2,417,150 | |
| | | | | | | 2,650,980 | |
Software — 4.2% | | | | | | | | |
Microsoft Corp. | | | 16,500 | | | | 4,314,255 | |
Salesforce.com, Inc.* | | | 2,300 | | | | 359,076 | |
ServiceNow, Inc.* | | | 700 | | | | 304,234 | |
| | | | | | | 4,977,565 | |
Telecommunications — 10.0% | | | | | | | | |
America Movil SAB de CV, (Mexico) SP ADR | | | 22,900 | | | $ | 389,300 | |
Chunghwa Telecom Co., Ltd., (Taiwan) SP ADR | | | 44,900 | | | | 1,783,428 | |
Cisco Systems, Inc. | | | 5,500 | | | | 245,960 | |
KT Corp., (South Korea) SP ADR | | | 18,100 | | | | 248,332 | |
Nice Ltd., (Isreal) SP ADR* | | | 10,100 | | | | 2,155,037 | |
Orange SA, (France) SP ADR | | | 39,900 | | | | 402,591 | |
Telekomunikasi Indonesia Persero Tbk PT, (Indonesia) ADR | | | 8,300 | | | | 249,581 | |
T-Mobile US, Inc.* | | | 28,700 | | | | 4,131,652 | |
Verizon Communications, Inc. | | | 24,300 | | | | 1,015,983 | |
Vodafone Group PLC, (United Kingdom) SP ADR | | | 98,200 | | | | 1,317,844 | |
| | | | | | | 11,939,708 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $117,689,054) | | | | | | | 117,171,118 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | 131,501 | | | | 131,501 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $131,501) | | | | | | | 131,501 | |
TOTAL INVESTMENTS — 99.2% | | | | | | | | |
(Cost $117,820,555) | | | | | | | 117,302,619 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.8% | | | | | | | 957,436 | |
NET ASSETS — 100.0% | | | | | | $ | 118,260,055 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2022. |
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.
46
SGI PRUDENT GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 38.1 | % | | $ | 5,916,247 | |
MUTUAL FUNDS | | | 46.4 | | | | 7,203,909 | |
SHORT-TERM INVESTMENTS | | | 15.3 | | | | 2,371,223 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 35,453 | |
NET ASSETS | | | 100 | % | | $ | 15,526,832 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
47
SGI PRUDENT GROWTH FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 38.1% | | | |
Exchange-Traded Funds — 38.1% | | | | | | | | |
Financial Select Sector SPDR Fund | | | 1,600 | | | $ | 52,880 | |
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF | | | 13,440 | | | | 233,453 | |
Invesco QQQ Trust Series 1 | | | 790 | | | | 236,423 | |
Invesco S&P 500 Low Volatility ETF | | | 2,540 | | | | 160,528 | |
iShares 5-10 Year Investment Grade Corporate Bond ETF | | | 1,800 | | | | 91,566 | |
iShares Core 1-5 Year USD Bond ETF | | | 14,900 | | | | 702,237 | |
iShares Core MSCI EAFE ETF | | | 7,790 | | | | 454,079 | |
iShares Core S&P Small-Cap ETF | | | 1,350 | | | | 131,220 | |
iShares Core U.S. Aggregate Bond ETF | | | 15,680 | | | | 1,579,133 | |
iShares Edge MSCI Min Vol USA ETF | | | 2,280 | | | | 162,974 | |
iShares Gold Trust * | | | 2,590 | | | | 84,072 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 2,270 | | | | 78,678 | |
iShares TIPS Bond ETF | | | 1,310 | | | | 149,222 | |
Schwab US Dividend Equity ETF | | | 1,500 | | | | 108,600 | |
SPDR Portfolio S&P 500 ETF | | | 6,930 | | | | 322,037 | |
Vanguard S&P 500 ETF | | | 2,670 | | | | 969,611 | |
Vanguard Short-Term Inflation-Protected Securities ETF | | | 8,060 | | | | 399,534 | |
| | | | | | | 5,916,247 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $6,249,528) | | | | | | | 5,916,247 | |
MUTUAL FUNDS — 46.4% | | | | | | | | |
Mutual Funds — 46.4% | | | | | | | | |
SGI Global Equity Fund, Class I (a) | | | 102,939 | | | $ | 3,413,463 | |
SGI Small Cap Core Fund, Class I (a) | | | 54,297 | | | | 1,386,197 | |
SGI US Large Cap Equity Fund, Class I (a) | | | 101,135 | | | | 1,805,254 | |
SGI US Small Cap Equity Fund, Class I (a) | | | 53,102 | | | | 598,995 | |
| | | | | | | 7,203,909 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $7,577,889) | | | | | | | 7,203,909 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 15.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (b) | | | 2,371,223 | | | | 2,371,223 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $2,371,223) | | | | | | | 2,371,223 | |
TOTAL INVESTMENTS — 99.8% | | | | | | | | |
(Cost $16,198,640) | | | | | | | 15,491,379 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 35,453 | |
NET ASSETS — 100.0% | | | | | | $ | 15,526,832 | |
* | Non-income producing security |
(a) | Affiliated company. See Note 7. |
(b) | The rate shown is as of August 31, 2022. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
48
SGI PEAK GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 20.9 | % | | $ | 2,721,648 | |
MUTUAL FUNDS | | | 74.9 | | | | 9,725,667 | |
SHORT-TERM INVESTMENTS | | | 4.2 | | | | 547,276 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (6,353 | ) |
NET ASSETS | | | 100 | % | | $ | 12,988,238 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
49
SGI PEAK GROWTH FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 20.9% | | | |
Exchange-Traded Funds — 20.9% | | | | | | | | |
Financial Select Sector SPDR Fund | | | 870 | | | $ | 28,754 | |
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF | | | 6,600 | | | | 114,642 | |
Invesco QQQ Trust Series 1 | | | 380 | | | | 113,723 | |
Invesco S&P 500 Low Volatility ETF | | | 1,250 | | | | 79,000 | |
iShares 5-10 Year Investment Grade Corporate Bond ETF | | | 930 | | | | 47,309 | |
iShares Core 1-5 Year USD Bond ETF | | | 1,500 | | | | 70,695 | |
iShares Core MSCI EAFE ETF | | | 6,760 | | | | 394,040 | |
iShares Core MSCI Emerging Markets ETF | | | 6,970 | | | | 337,766 | |
iShares Core S&P Small-Cap ETF | | | 660 | | | | 64,152 | |
iShares Edge MSCI Min Vol USA ETF | | | 1,100 | | | | 78,628 | |
iShares Gold Trust * | | | 1,260 | | | | 40,900 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 1,200 | | | | 41,592 | |
iShares TIPS Bond ETF | | | 630 | | | | 71,763 | |
Schwab US Dividend Equity ETF | | | 720 | | | | 52,128 | |
SPDR Portfolio S&P 500 ETF | | | 3,340 | | | | 155,210 | |
Vanguard S&P 500 ETF | | | 2,840 | | | | 1,031,346 | |
| | | | | | | 2,721,648 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $2,797,281) | | | | | | | 2,721,648 | |
| | | | | | | | |
MUTUAL FUNDS — 74.9% | | | | | | | | |
Mutual Funds — 74.9% | | | | | | | | |
SGI Global Equity Fund, Class I (a) | | | 117,522 | | | $ | 3,897,027 | |
SGI Small Cap Core Fund, Class I (a) | | | 105,973 | | | | 2,705,491 | |
SGI US Large Cap Equity Fund, Class I (a) | | | 131,386 | | | | 2,345,238 | |
SGI US Small Cap Equity Fund, Class I (a) | | | 68,964 | | | | 777,911 | |
| | | | | | | 9,725,667 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $10,053,575) | | | | | | | 9,725,667 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 4.2% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (b) | | | 547,276 | | | | 547,276 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $547,276) | | | | | | | 547,276 | |
TOTAL INVESTMENTS — 100.0% | | | | | | | | |
(Cost $13,398,132) | | | | | | | 12,994,591 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (6,353 | ) |
NET ASSETS — 100.0% | | | | | | $ | 12,988,238 | |
* | Non-income producing security |
(a) | Affiliated company. See Note 7. |
(b) | The rate shown is as of August 31, 2022. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
50
SGI SMALL CAP CORE FUND
Portfolio Holdings Summary Table
August 31, 2022
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Retail | | | 8.7 | % | | $ | 7,825,788 | |
Banks | | | 6.5 | | | | 5,863,653 | |
Transportation | | | 5.6 | | | | 5,041,680 | |
Commercial Services | | | 5.4 | | | | 4,953,251 | |
REITS | | | 5.4 | | | | 4,881,858 | |
Diversified Financial Services | | | 4.3 | | | | 3,826,937 | |
Oil & Gas Services | | | 4.1 | | | | 3,671,327 | |
Building Materials | | | 3.8 | | | | 3,422,094 | |
Oil & Gas | | | 3.8 | | | | 3,377,087 | |
Home Builders | | | 3.4 | | | | 3,066,928 | |
Food | | | 3.1 | | | | 2,795,875 | |
Software | | | 3.1 | | | | 2,773,257 | |
Computers | | | 2.9 | | | | 2,571,478 | |
Engineering & Construction | | | 2.6 | | | | 2,358,764 | |
Pharmaceuticals | | | 2.6 | | | | 2,351,585 | |
Insurance | | | 2.5 | | | | 2,271,247 | |
Metal Fabricate/Hardware | | | 2.5 | | | | 2,210,927 | |
Distribution/Wholesale | | | 2.4 | | | | 2,113,385 | |
Semiconductors | | | 2.3 | | | | 2,089,156 | |
Healthcare-Products | | | 2.3 | | | | 2,028,780 | |
Electronics | | | 2.1 | | | | 1,884,121 | |
Machinery-Diversified | | | 1.9 | | | | 1,678,473 | |
Real Estate | | | 1.4 | | | | 1,301,280 | |
Telecommunications | | | 1.0 | | | | 912,554 | |
Chemicals | | | 1.0 | | | | 871,022 | |
Media | | | 0.9 | | | | 853,645 | |
Leisure Time | | | 0.9 | | | | 845,538 | |
Cosmetics & Personal Care | | | 0.9 | | | | 836,043 | |
Healthcare-Services | | | 0.9 | | | | 834,320 | |
Pipelines | | | 0.9 | | | | 793,557 | |
Coal | | | 0.9 | | | | 770,035 | |
Hand/Machine Tools | | | 0.9 | | | | 764,280 | |
Mining | | | 0.7 | | | | 633,946 | |
Savings & Loans | | | 0.6 | | | | 517,756 | |
Electrical Components & Equipment | | | 0.6 | | | | 504,305 | |
Iron/Steel | | | 0.5 | | | | 482,374 | |
Apparel | | | 0.5 | | | | 454,938 | |
Agriculture | | | 0.5 | | | | 423,993 | |
Environmental Control | | | 0.4 | | | | 388,611 | |
Water | | | 0.4 | | | | 369,301 | |
Biotechnology | | | 0.3 | | | | 303,996 | |
Aerospace/Defense | | | 0.3 | | | | 271,695 | |
Gas | | | 0.3 | | | | 252,600 | |
Internet | | | 0.3 | | | | 230,888 | |
Miscellaneous Manufacturing | | | 0.2 | | | | 202,768 | |
Machinery-Construction & Mining | | | 0.2 | | | | 179,388 | |
The accompanying notes are an integral part of the financial statements.
51
SGI SMALL CAP CORE FUND
Portfolio Holdings Summary Table (CONCLUDED)
August 31, 2022
| | % of Net Assets | | | Value | |
Auto Parts & Equipment | | | 0.2 | % | | $ | 155,918 | |
Packaging & Containers | | | 0.1 | | | | 100,210 | |
Electric | | | 0.1 | | | | 52,878 | |
EXCHANGE-TRADED FUNDS | | | 0.8 | | | | 710,400 | |
SHORT-TERM INVESTMENTS | | | 0.1 | | | | 91,605 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 1.9 | | | | 1,668,327 | |
NET ASSETS | | | 100 | % | | $ | 89,835,822 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
52
SGI SMALL CAP CORE FUND
Portfolio of Investments
August 31, 2022
| | Number of Shares | | | Value | |
COMMON STOCKS — 97.2% | | | | | | | | |
Aerospace/Defense — 0.3% | | | | | | | | |
Astronics Corp.* | | | 29,500 | | | $ | 271,695 | |
Agriculture — 0.5% | | | | | | | | |
Andersons Inc., (The) | | | 11,450 | | | | 423,993 | |
Apparel — 0.5% | | | | | | | | |
Urban Outfitters, Inc.* | | | 22,600 | | | | 454,938 | |
Auto Parts & Equipment — 0.2% | | | | | | | | |
Allison Transmission Holdings, Inc. | | | 4,300 | | | | 155,918 | |
Banks — 6.5% | | | | | | | | |
Bank First Corp. | | | 1,300 | | | | 105,651 | |
Bridgewater Bancshares, Inc.* | | | 2,600 | | | | 44,668 | |
Carter Bankshares, Inc.* | | | 3,200 | | | | 52,704 | |
Civista Bancshares, Inc. | | | 3,000 | | | | 63,450 | |
Coastal Financial Corp.* | | | 5,700 | | | | 229,140 | |
ConnectOne Bancorp, Inc. | | | 15,600 | | | | 390,468 | |
Eagle Bancorp, Inc. | | | 3,300 | | | | 160,149 | |
FB Financial Corp. | | | 10,100 | | | | 400,162 | |
First Bancorp Southern Pines | | | 10,300 | | | | 375,023 | |
Guaranty Bancshares, Inc. | | | 3,500 | | | | 121,275 | |
Merchants Bancorp | | | 12,700 | | | | 342,519 | |
Metropolitan Bank Holding Corp.* | | | 12,100 | | | | 866,239 | |
Nicolet Bankshares, Inc.* | | | 4,500 | | | | 344,610 | |
Origin Bancorp, Inc. | | | 9,300 | | | | 379,905 | |
Peapack-Gladstone Financial Corp. | | | 4,200 | | | | 141,414 | |
Peoples Financial Services Corp. | | | 900 | | | | 43,812 | |
QCR Holdings, Inc. | | | 6,500 | | | | 363,025 | |
Red River Bancshares, Inc. | | | 2,600 | | | | 132,886 | |
ServisFirst Bancshares, Inc. | | | 5,300 | | | | 447,108 | |
SmartFinancial, Inc. | | | 5,800 | | | | 145,522 | |
South Plains Financial, Inc. | | | 4,000 | | | | 108,520 | |
Southern First Bancshares, Inc.* | | | 2,400 | | | | 103,464 | |
TriCo Bancshares | | | 2,100 | | | | 99,099 | |
Westamerica BanCorp | | | 7,200 | | | | 402,840 | |
| | | | | | | 5,863,653 | |
Biotechnology — 0.3% | | | | | | | | |
Innoviva, Inc.* | | | 23,100 | | | | 303,996 | |
Building Materials — 3.8% | | | | | | | | |
Hayward Holdings, Inc.* | | | 28,000 | | | | 294,280 | |
Louisiana-Pacific Corp. | | | 15,400 | | | | 835,142 | |
PGT Innovations, Inc.* | | | 36,850 | | | | 770,902 | |
Simpson Manufacturing Co., Inc. | | | 7,000 | | | | 648,480 | |
UFP Industries, Inc. | | | 11,000 | | | | 873,290 | |
| | | | | | | 3,422,094 | |
Chemicals — 1.0% | | | | | | | | |
AdvanSix, Inc. | | | 12,900 | | | $ | 467,754 | |
Avient Corp. | | | 6,000 | | | | 262,980 | |
Ecovyst, Inc.* | | | 4,400 | | | | 40,656 | |
Hawkins, Inc. | | | 2,600 | | | | 99,632 | |
| | | | | | | 871,022 | |
Coal — 0.9% | | | | | | | | |
Alpha Metallurgical Resources, Inc. | | | 4,900 | | | | 770,035 | |
Commercial Services — 5.4% | | | | | | | | |
ABM Industries, Inc. | | | 1,000 | | | | 46,400 | |
AMN Healthcare Services, Inc.* | | | 8,100 | | | | 831,384 | |
ASGN, Inc.* | | | 5,800 | | | | 560,860 | |
CorVel Corp.* | | | 4,000 | | | | 621,520 | |
Forrester Research, Inc.* | | | 2,500 | | | | 103,975 | |
Franklin Covey Co.* | | | 7,600 | | | | 361,532 | |
ICF International, Inc. | | | 2,600 | | | | 264,056 | |
Kforce, Inc. | | | 5,500 | | | | 300,960 | |
Korn/Ferry International | | | 3,900 | | | | 237,588 | |
Laureate Education, Inc. | | | 33,300 | | | | 366,966 | |
National Research Corp. | | | 4,000 | | | | 136,440 | |
R1 RCM, Inc.* | | | 27,400 | | | | 598,690 | |
TriNet Group, Inc.* | | | 500 | | | | 41,200 | |
WillScot Mobile Mini Holdings Corp.* | | | 12,000 | | | | 481,680 | |
| | | | | | | 4,953,251 | |
Computers — 2.9% | | | | | | | | |
Insight Enterprises, Inc.* | | | 7,700 | | | | 701,624 | |
Mitek Systems, Inc.* | | | 82,700 | | | | 845,194 | |
Rapid7, Inc.* | | | 10,400 | | | | 598,000 | |
Varonis Systems, Inc.* | | | 15,600 | | | | 426,660 | |
| | | | | | | 2,571,478 | |
Cosmetics & Personal Care — 0.9% | | | | | | | | |
Edgewell Personal Care Co. | | | 1,200 | | | | 46,752 | |
elf Beauty, Inc.* | | | 20,700 | | | | 789,291 | |
| | | | | | | 836,043 | |
Distribution/Wholesale — 2.4% | | | | | | | | |
Core & Main, Inc., Class A* | | | 31,500 | | | | 742,455 | |
Titan Machinery, Inc.* | | | 34,700 | | | | 1,068,066 | |
WESCO International, Inc.* | | | 2,300 | | | | 302,864 | |
| | | | | | | 2,113,385 | |
The accompanying notes are an integral part of the financial statements.
53
SGI SMALL CAP CORE FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Diversified Financial Services — 4.3% | | | | | | | | |
Amerant Bancorp, Inc. | | | 5,700 | | | $ | 149,283 | |
AssetMark Financial Holdings, Inc.* | | | 35,800 | | | | 692,372 | |
Columbia Financial, Inc.* | | | 24,600 | | | | 524,718 | |
Enova International, Inc.* | | | 12,200 | | | | 426,268 | |
Focus Financial Partners, Inc., Class A* | | | 11,100 | | | | 434,565 | |
International Money Express, Inc.* | | | 27,700 | | | | 620,480 | |
Nelnet, Inc., Class A | | | 500 | | | | 42,120 | |
PJT Partners, Inc., Class A | | | 12,898 | | | | 892,800 | |
Radian Group, Inc. | | | 2,100 | | | | 44,331 | |
| | | | | | | 3,826,937 | |
Electric — 0.1% | | | | | | | | |
Otter Tail Corp. | | | 700 | | | | 52,878 | |
Electrical Components & Equipment — 0.6% | | | | | | | | |
Insteel Industries, Inc. | | | 17,450 | | | | 504,305 | |
Electronics — 2.1% | | | | | | | | |
Knowles Corp.* | | | 43,700 | | | | 662,055 | |
Mesa Laboratories, Inc. | | | 3,300 | | | | 563,838 | |
OSI Systems, Inc.* | | | 7,900 | | | | 658,228 | |
| | | | | | | 1,884,121 | |
Engineering & Construction — 2.6% | | | | | | | | |
Comfort Systems USA, Inc. | | | 5,500 | | | | 551,870 | |
MYR Group, Inc.* | | | 9,900 | | | | 920,106 | |
NV5 Global, Inc.* | | | 6,300 | | | | 886,788 | |
| | | | | | | 2,358,764 | |
Environmental Control — 0.4% | | | | | | | | |
Evoqua Water Technologies Corp.* | | | 5,600 | | | | 196,448 | |
Heritage-Crystal Clean, Inc.* | | | 5,900 | | | | 192,163 | |
| | | | | | | 388,611 | |
Food — 3.1% | | | | | | | | |
Chefs’ Warehouse Inc., (The)* | | | 26,300 | | | | 876,842 | |
Hostess Brands, Inc.* | | | 2,800 | | | | 64,904 | |
Ingles Markets, Inc., Class A | | | 4,800 | | | | 420,144 | |
Seaboard Corp. | | | 50 | | | | 193,117 | |
Sprouts Farmers Market, Inc.* | | | 17,100 | | | | 494,190 | |
Tootsie Roll Industries, Inc. | | | 16,068 | | | | 575,716 | |
Weis Markets, Inc. | | | 2,200 | | | | 170,962 | |
| | | | | | | 2,795,875 | |
Gas — 0.3% | | | | | | | | |
Chesapeake Utilities Corp. | | | 2,000 | | | | 252,600 | |
Hand/Machine Tools — 0.9% | | | | | | | | |
Franklin Electric Co., Inc. | | | 8,800 | | | | 764,280 | |
Healthcare-Products — 2.3% | | | | | | | | |
ICU Medical, Inc.* | | | 1,000 | | | $ | 159,000 | |
Omnicell, Inc.* | | | 5,800 | | | | 593,282 | |
Shockwave Medical, Inc.* | | | 4,300 | | | | 1,276,498 | |
| | | | | | | 2,028,780 | |
Healthcare-Services — 0.9% | | | | | | | | |
National HealthCare Corp. | | | 1,600 | | | | 111,120 | |
Tenet Healthcare Corp.* | | | 12,800 | | | | 723,200 | |
| | | | | | | 834,320 | |
Home Builders — 3.4% | | | | | | | | |
Century Communities, Inc. | | | 18,600 | | | | 868,434 | |
Forestar Group, Inc.* | | | 20,100 | | | | 250,044 | |
Meritage Homes Corp.* | | | 8,800 | | | | 689,480 | |
Toll Brothers, Inc. | | | 9,200 | | | | 402,868 | |
Tri Pointe Homes, Inc.* | | | 49,400 | | | | 856,102 | |
| | | | | | | 3,066,928 | |
Insurance — 2.5% | | | | | | | | |
Enstar Group Ltd.* | | | 300 | | | | 56,775 | |
Kemper Corp. | | | 3,400 | | | | 156,400 | |
Nmi Holdings, Inc., Class A* | | | 45,000 | | | | 923,850 | |
Palomar Holdings, Inc.* | | | 7,900 | | | | 626,391 | |
ProAssurance Corp. | | | 9,300 | | | | 198,927 | |
Stewart Information Services Corp. | | | 6,100 | | | | 308,904 | |
| | | | | | | 2,271,247 | |
Internet — 0.3% | | | | | | | | |
ePlus, Inc.* | | | 4,900 | | | | 230,888 | |
Iron/Steel — 0.5% | | | | | | | | |
Carpenter Technology Corp. | | | 14,200 | | | | 482,374 | |
Leisure Time — 0.9% | | | | | | | | |
MasterCraft Boat Holdings, Inc.* | | | 21,700 | | | | 522,753 | |
OneWater Marine, Inc., Class A* | | | 8,100 | | | | 322,785 | |
| | | | | | | 845,538 | |
Machinery-Construction & Mining — 0.2% | | | | | | | | |
Terex Corp. | | | 5,400 | | | | 179,388 | |
Machinery-Diversified — 1.9% | | | | | | | | |
Alamo Group, Inc. | | | 6,500 | | | | 849,940 | |
CSW Industrials, Inc. | | | 1,200 | | | | 151,920 | |
Lindsay Corp. | | | 2,300 | | | | 368,828 | |
Tennant Co. | | | 5,100 | | | | 307,785 | |
| | | | | | | 1,678,473 | |
Media — 0.9% | | | | | | | | |
Scripps E W Co., Class A* | | | 57,100 | | | | 853,645 | |
The accompanying notes are an integral part of the financial statements.
54
SGI SMALL CAP CORE FUND
Portfolio of Investments (Continued)
August 31, 2022
| | Number of Shares | | | Value | |
Metal Fabricate/Hardware — 2.5% | | | | | | | | |
AZZ, Inc. | | | 13,100 | | | $ | 558,191 | |
Mueller Industries, Inc. | | | 16,200 | | | | 1,023,354 | |
Olympic Steel, Inc. | | | 7,800 | | | | 205,296 | |
Omega Flex, Inc. | | | 1,800 | | | | 181,836 | |
Ryerson Holding Corp. | | | 8,500 | | | | 242,250 | |
| | | | | | | 2,210,927 | |
Mining — 0.7% | | | | | | | | |
Livent Corp.* | | | 19,700 | | | | 633,946 | |
Miscellaneous Manufacturing — 0.2% | | | | | | | | |
Chase Corp. | | | 2,300 | | | | 202,768 | |
Oil & Gas — 3.8% | | | | | | | | |
Berry Corp. | | | 37,800 | | | | 345,870 | |
Delek US Holdings, Inc. | | | 18,900 | | | | 533,925 | |
Earthstone Energy, Inc., Class A* | | | 33,700 | | | | 512,240 | |
Murphy Oil Corp. | | | 22,000 | | | | 857,340 | |
Talos Energy, Inc.* | | | 54,400 | | | | 1,127,712 | |
| | | | | | | 3,377,087 | |
Oil & Gas Services — 4.1% | | | | | | | | |
Liberty Energy, Inc.* | | | 69,400 | | | | 1,041,000 | |
MRC Global, Inc.* | | | 42,100 | | | | 409,633 | |
NOW, Inc.* | | | 56,300 | | | | 682,356 | |
ProPetro Holding Corp.* | | | 106,000 | | | | 970,960 | |
Select Energy Services, Inc., Class A* | | | 79,800 | | | | 567,378 | |
| | | | | | | 3,671,327 | |
Packaging & Containers — 0.1% | | | | | | | | |
Silgan Holdings, Inc. | | | 2,200 | | | | 100,210 | |
Pharmaceuticals — 2.6% | | | | | | | | |
Collegium Pharmaceutical, Inc.* | | | 39,500 | | | | 694,410 | |
Pacira BioSciences, Inc.* | | | 8,400 | | | | 440,832 | |
Prestige Brands Holdings, Inc.* | | | 7,400 | | | | 374,292 | |
USANA Health Sciences, Inc.* | | | 13,051 | | | | 842,051 | |
| | | | | | | 2,351,585 | |
Pipelines — 0.9% | | | | | | | | |
Golar LNG Ltd.* | | | 29,100 | | | | 793,557 | |
Real Estate — 1.4% | | | | | | | | |
Cushman & Wakefield PLC* | | | 57,000 | | | | 852,720 | |
Marcus & Millichap, Inc. | | | 12,000 | | | | 448,560 | |
| | | | | | | 1,301,280 | |
REITS — 5.4% | | | | | | | | |
Agree Realty Corp. | | | 11,800 | | | $ | 888,776 | |
Brandywine Realty Trust | | | 53,300 | | | | 427,999 | |
City Office REIT, Inc. | | | 43,900 | | | | 507,045 | |
Life Storage, Inc. | | | 4,700 | | | | 598,075 | |
Rexford Industrial Realty, Inc. | | | 14,400 | | | | 895,824 | |
Ryman Hospitality Properties, Inc.* | | | 6,900 | | | | 567,318 | |
Terreno Realty Corp. | | | 7,500 | | | | 457,425 | |
UMH Properties, Inc. | | | 29,900 | | | | 539,396 | |
| | | | | | | 4,881,858 | |
Retail — 8.7% | | | | | | | | |
Arko Corp. | | | 81,500 | | | | 776,695 | |
AutoNation, Inc.* | | | 7,600 | | | | 946,960 | |
Chico’s FAS, Inc.* | | | 94,300 | | | | 535,624 | |
Dave & Buster’s Entertainment, Inc.* | | | 9,900 | | | | 409,266 | |
GMS, Inc.* | | | 18,600 | | | | 896,520 | |
Group 1 Automotive, Inc. | | | 5,300 | | | | 946,527 | |
Haverty Furniture Cos., Inc. | | | 14,600 | | | | 391,572 | |
MarineMax, Inc.* | | | 24,700 | | | | 897,598 | |
Patrick Industries, Inc. | | | 9,300 | | | | 492,621 | |
PC Connection, Inc. | | | 4,300 | | | | 213,624 | |
Winmark Corp. | | | 2,500 | | | | 515,925 | |
World Fuel Services Corp. | | | 11,900 | | | | 307,020 | |
Zumiez, Inc.* | | | 19,100 | | | | 495,836 | |
| | | | | | | 7,825,788 | |
Savings & Loans — 0.6% | | | | | | | | |
Brookline Bancorp, Inc. | | | 6,600 | | | | 82,302 | |
Home Bancorp, Inc. | | | 2,500 | | | | 97,600 | |
HomeTrust Bancshares, Inc. | | | 9,100 | | | | 211,302 | |
Southern Missouri Bancorp, Inc. | | | 2,400 | | | | 126,552 | |
| | | | | | | 517,756 | |
Semiconductors — 2.3% | | | | | | | | |
Allegro MicroSystems, Inc.* | | | 27,200 | | | | 634,304 | |
Diodes, Inc.* | | | 11,400 | | | | 811,338 | |
Silicon Laboratories, Inc.* | | | 4,300 | | | | 538,919 | |
SMART Global Holdings, Inc.* | | | 5,700 | | | | 104,595 | |
| | | | | | | 2,089,156 | |
Software — 3.1% | | | | | | | | |
Digi International, Inc.* | | | 16,290 | | | | 539,362 | |
eGain Corp.* | | | 5,000 | | | | 46,050 | |
Evolent Health, Inc., Class A* | | | 23,900 | | | | 878,325 | |
Verint Systems, Inc.* | | | 8,400 | | | | 407,316 | |
Verra Mobility Corp.* | | | 56,600 | | | | 902,204 | |
| | | | | | | 2,773,257 | |
Telecommunications — 1.0% | | | | | | | | |
Aviat Networks, Inc.* | | | 15,300 | | | | 478,890 | |
Viavi Solutions, Inc.* | | | 30,800 | | | | 433,664 | |
| | | | | | | 912,554 | |
The accompanying notes are an integral part of the financial statements.
55
SGI SMALL CAP CORE FUND
Portfolio of Investments (Concluded)
August 31, 2022
| | Number of Shares | | | Value | |
Transportation — 5.6% | | | | | | | | |
ArcBest Corp. | | | 2,000 | | | $ | 161,060 | |
Daseke, Inc.* | | | 22,800 | | | | 138,168 | |
Heartland Express, Inc. | | | 45,200 | | | | 684,780 | |
Hub Group, Inc., Class A* | | | 10,400 | | | | 830,024 | |
Landstar System, Inc. | | | 3,500 | | | | 513,205 | |
Marten Transport, Ltd. | | | 43,600 | | | | 863,716 | |
Radiant Logistics, Inc.* | | | 30,500 | | | | 213,500 | |
Saia, Inc.* | | | 2,000 | | | | 413,660 | |
Schneider National, Inc., Class B | | | 34,900 | | | | 797,814 | |
Werner Enterprises, Inc. | | | 10,700 | | | | 425,753 | |
| | | | | | | 5,041,680 | |
Water — 0.4% | | | | | | | | |
American States Water Co. | | | 3,200 | | | | 265,504 | |
Artesian Resources Corp., Class A | | | 1,900 | | | | 103,797 | |
| | | | | | | 369,301 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $89,043,333) | | | | | | | 87,365,490 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS — 0.8% | | | | | | | | |
Exchange-Traded Funds — 0.8% | | | | | | | | |
Vanguard Russell 2000 ETF | | | 9,600 | | | $ | 710,400 | |
| | | | | | | | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $759,748) | | | | | | | 710,400 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (a) | | | 91,605 | | | | 91,605 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $91,605) | | | | | | | 91,605 | |
TOTAL INVESTMENTS — 98.1% | | | | | | | | |
(Cost $89,894,686) | | | | | | | 88,167,495 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 1.9% | | | | | | | 1,668,327 | |
NET ASSETS — 100.0% | | | | | | $ | 89,835,822 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2022. |
ETF Exchange-Traded Funds
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
56
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities
August 31, 2022
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
ASSETS | | | | | | | | | | | | |
Investments, at fair value: | | | | | | | | | | | | |
Unaffiliated investments (cost $377,522,743, $34,620,248, and $117,689,054, respectively) | | $ | 420,269,926 | | | $ | 35,472,686 | | | $ | 117,171,118 | |
Affiliated mutual funds (cost $0, $0, and $0, respectively)(see Note 7) | | | — | | | | — | | | | — | |
Short-term investments, at value (cost $1,630,974, $0, and $131,501, respectively) | | | 1,630,974 | | | | — | | | | 131,501 | |
Receivables for: | | | | | | | | | | | | |
Investments sold | | | — | | | | 334,002 | | | | 578,079 | |
Capital shares sold | | | 355,904 | | | | 64,026 | | | | 308,581 | |
Dividends | | | 1,104,083 | | | | 17,452 | | | | 255,085 | |
Prepaid expenses and other assets | | | 46,263 | | | | 18,484 | | | | 19,726 | |
Total assets | | $ | 423,407,150 | | | $ | 35,906,650 | | | $ | 118,464,090 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | 594,374 | | | $ | 61,392 | | | $ | 83,750 | |
Advisory fees | | | 220,749 | | | | 21,501 | | | | 51,213 | |
Due to custodian | | | — | | | | 239,638 | | | | — | |
Other accrued expenses and liabilities | | | 212,494 | | | | 55,016 | | | | 69,072 | |
Total liabilities | | | 1,027,617 | | | | 377,547 | | | | 204,035 | |
Net assets | | $ | 422,379,533 | | | $ | 35,529,103 | | | $ | 118,260,055 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 23,661 | | | $ | 3,156 | | | $ | 3,566 | |
Paid-in capital | | | 364,452,844 | | | | 34,920,978 | | | | 115,711,188 | |
Total distributable earnings/(loss) | | | 57,903,028 | | | | 604,969 | | | | 2,545,301 | |
Net assets | | $ | 422,379,533 | | | $ | 35,529,103 | | | $ | 118,260,055 | |
The accompanying notes are an integral part of the financial statements.
57
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities (Continued)
August 31, 2022
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 391,548,180 | | | $ | 29,180,197 | | | $ | 118,260,055 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 21,930,358 | | | | 2,587,768 | | | | 3,566,336 | |
Net asset value, offering and redemption price per share | | $ | 17.85 | | | $ | 11.28 | | | $ | 33.16 | |
| | | | | | | | | | | | |
CLASS A SHARES: | | | | | | | | | | | | |
Net assets applicable to Class A Shares | | $ | 28,285,329 | | | $ | 6,110,542 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,582,385 | | | | 545,796 | | | | — | |
Net asset value and redemption price per share | | $ | 17.88 | | | $ | 11.20 | | | $ | — | |
Maximum offering price per share (100/94.75 of $17.88 and $11.20, respectively) | | $ | 18.87 | | | $ | 11.82 | | | $ | — | |
| | | | | | | | | | | | |
CLASS C SHARES: | | | | | | | | | | | | |
Net assets applicable to Class C Shares | | $ | 2,546,024 | | | $ | 238,364 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 148,745 | | | | 22,017 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 17.12 | | | $ | 10.83 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
58
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities (Concluded)
August 31, 2022
| | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP core FUND | |
ASSETS | | | | | | | | | | | | |
Investments, at fair value: | | | | | | | | | | | | |
Unaffiliated investments (cost $6,249,528, $2,797,281, and $89,803,081, respectively) | | $ | 5,916,247 | | | $ | 2,721,648 | | | $ | 88,075,890 | |
Affiliated mutual funds (cost $7,577,889, $10,053,575, and $0, respectively)(see Note 7) | | | 7,203,909 | | | | 9,725,667 | | | | — | |
Short-term investments, at value (cost $2,371,223, $547,276, and $91,605, respectively) | | | 2,371,223 | | | | 547,276 | | | | 91,605 | |
Receivables for: | | | | | | | | | | | | |
Investments sold | | | — | | | | — | | | | 1,632,643 | |
Capital shares sold | | | 77,649 | | | | 38,613 | | | | 134,295 | |
Dividends | | | — | | | | — | | | | 58,232 | |
Prepaid expenses and other assets | | | 15,889 | | | | 13,918 | | | | 26,926 | |
Total assets | | $ | 15,584,917 | | | $ | 13,047,122 | | | $ | 90,019,591 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | — | | | $ | — | | | $ | 22,061 | |
Advisory fees | | | 13,607 | | | | 11,391 | | | | 71,034 | |
Due to custodian | | | — | | | | — | | | | — | |
Other accrued expenses and liabilities | | | 44,478 | | | | 47,493 | | | | 90,674 | |
Total liabilities | | | 58,085 | | | | 58,884 | | | | 183,769 | |
Net assets | | $ | 15,526,832 | | | $ | 12,988,238 | | | $ | 89,835,822 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 1,585 | | | $ | 1,300 | | | $ | 3,519 | |
Paid-in capital | | | 16,550,490 | | | | 14,041,516 | | | | 101,332,371 | |
Total distributable earnings/(loss) | | | (1,025,243 | ) | | | (1,054,578 | ) | | | (11,500,068 | ) |
Net assets | | $ | 15,526,832 | | | $ | 12,988,238 | | | $ | 89,835,822 | |
| | | | | | | | | | | | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 15,526,832 | | | $ | 12,988,238 | | | $ | 89,835,822 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,584,947 | | | | 1,299,648 | | | | 3,519,005 | |
Net asset value, offering and redemption price per share | | $ | 9.80 | | | $ | 9.99 | | | $ | 25.53 | |
The accompanying notes are an integral part of the financial statements.
59
SUMMIT GLOBAL INVESTMENTS
Statements of Operations
FOR THE Year ENDED August 31, 2022
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends | | | | | | | | | | | | |
Dividends from unaffiliated investments | | $ | 8,630,415 | | | $ | 406,885 | | | $ | 2,488,434 | (1) |
Dividends from affiliated investments (see Note 7) | | | — | | | | — | | | | — | |
Interest | | | 23,218 | | | | 2,227 | | | | 9,208 | |
Total investment income | | | 8,653,633 | | | | 409,112 | | | | 2,497,642 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 3,446,571 | | | | 340,697 | | | | 841,334 | |
Administration and accounting fees (Note 2) | | | 235,829 | | | | 30,801 | | | | 73,455 | |
Transfer agent fees (Note 2) | | | 458,752 | | | | 26,902 | | | | 136,536 | |
Legal fees | | | 133,584 | | | | 9,021 | | | | 33,458 | |
Officer fees | | | 81,098 | | | | 5,787 | | | | 18,806 | |
Director fees | | | 80,486 | | | | 5,805 | | | | 20,835 | |
Distribution fees - Class A Shares | | | 72,749 | | | | 14,636 | | | | — | |
Distribution fees - Class C Shares | | | 27,461 | | | | 1,769 | | | | — | |
Custodian fees (Note 2) | | | 56,974 | | | | 5,411 | | | | 3,658 | |
Registration and filing fees | | | 53,530 | | | | 46,094 | | | | 25,293 | |
Printing and shareholder reporting fees | | | 48,343 | | | | 6,893 | | | | 14,939 | |
Audit and tax service fees | | | 37,319 | | | | 35,312 | | | | 32,930 | |
Other expenses | | | 58,448 | | | | 9,560 | | | | 18,200 | |
Total expenses before waivers and/or reimbursements | | | 4,791,144 | | | | 538,688 | | | | 1,219,444 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | (198,081 | ) | | | (81,169 | ) | | | (209,841 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 4,593,063 | | | | 457,519 | | | | 1,009,603 | |
Net investment income/(loss) | | | 4,060,570 | | | | (48,407 | ) | | | 1,488,039 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | | | | | | | | | | |
Unaffiliated investments | | | 32,998,168 | | | | 2,417,101 | | | | 3,693,438 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | — | | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | | | | | |
Unaffiliated investments | | | (93,076,221 | ) | | | (4,546,103 | ) | | | (17,031,168 | ) |
Affiliated mutual fund (see Note 7) | | | — | | | | — | | | | — | |
Net realized and unrealized gain/(loss) on investments | | | (60,078,053 | ) | | | (2,129,002 | ) | | | (13,337,730 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (56,017,483 | ) | | $ | (2,177,409 | ) | | $ | (11,849,691 | ) |
(1) | Net of foreign withholding taxes of $203,857. |
The accompanying notes are an integral part of the financial statements.
60
SUMMIT GLOBAL INVESTMENTS
Statements of Operations (Concluded)
FOR THE Year ENDED August 31, 2022
| | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP core FUND | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends | | | | | | | | | | | | |
Dividends from unaffiliated investments | | $ | 188,035 | | | $ | 123,978 | | | $ | 818,020 | |
Dividends from affiliated investments (see Note 7) | | | 43,882 | | | | 57,702 | | | | — | |
Interest | | | 8,606 | | | | 2,879 | | | | 7,105 | |
Total investment income | | | 240,523 | | | | 184,559 | | | | 825,125 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 93,614 | | | | 98,498 | | | | 882,173 | |
Administration and accounting fees (Note 2) | | | 18,791 | | | | 19,121 | | | | 70,649 | |
Transfer agent fees (Note 2) | | | 17,716 | | | | 18,335 | | | | 98,334 | |
Legal fees | | | 1,810 | | | | 1,820 | | | | 31,098 | |
Officer fees | | | 938 | | | | 1,000 | | | | 13,414 | |
Director fees | | | 724 | | | | 764 | | | | 14,519 | |
Distribution fees - Class A Shares | | | — | | | | — | | | | — | |
Distribution fees - Class C Shares | | | — | | | | — | | | | — | |
Custodian fees (Note 2) | | | 580 | | | | — | | | | 27,756 | |
Registration and filing fees | | | 24,627 | | | | 24,201 | | | | 29,617 | |
Printing and shareholder reporting fees | | | 4,136 | | | | 4,405 | | | | 20,974 | |
Audit and tax service fees | | | 32,060 | | | | 32,060 | | | | 28,648 | |
Other expenses | | | 5,412 | | | | 6,907 | | | | 13,932 | |
Total expenses before waivers and/or reimbursements | | | 200,408 | | | | 207,111 | | | | 1,231,114 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | 11,784 | | | | 16,151 | | | | (88,935 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 212,192 | | | | 223,262 | | | | 1,142,179 | |
Net investment income/(loss) | | | 28,331 | | | | (38,703 | ) | | | (317,054 | ) |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | | | | | | | | | | |
Unaffiliated investments | | | (361,608 | ) | | | (258,784 | ) | | | (7,094,288 | ) |
Affiliated mutual funds (see Note 7) | | | (50,151 | ) | | | (568,114 | ) | | | — | |
Distributions from unaffiliated investments | | | 408 | | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | 586,054 | | | | 1,078,082 | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | | | | | |
Unaffiliated investments | | | (551,350 | ) | | | (271,683 | ) | | | (2,150,230 | ) |
Affiliated mutual fund (see Note 7) | | | (1,160,252 | ) | | | (1,508,086 | ) | | | — | |
Net realized and unrealized gain/(loss) on investments | | | (1,536,899 | ) | | | (1,528,585 | ) | | | (9,244,518 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (1,508,568 | ) | | $ | (1,567,288 | ) | | $ | (9,561,572 | ) |
The accompanying notes are an integral part of the financial statements.
61
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 4,060,570 | | | $ | 705,227 | |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | 32,998,168 | | | | 85,368,756 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (93,076,221 | ) | | | 6,254,867 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | (56,017,483 | ) | | | 92,328,850 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (74,965,550 | ) | | | (3,273,647 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (74,965,550 | ) | | | (3,273,647 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 144,457,973 | | | | 105,163,748 | |
Reinvestment of distributions | | | 69,783,969 | | | | 700,221 | |
Shares redeemed | | | (206,070,941 | ) | | | (240,294,997 | ) |
Total from Class I Shares | | | 8,171,001 | | | | (134,431,028 | ) |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 7,552,247 | | | | 6,983,680 | |
Reinvestment of distributions | | | 4,175,944 | | | | 103,833 | |
Shares redeemed | | | (5,400,063 | ) | | | (5,603,311 | ) |
Total from Class A Shares | | | 6,328,128 | | | | 1,484,202 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 509,725 | | | | 240,050 | |
Reinvestment of distributions | | | 407,056 | | | | 7,069 | |
Shares redeemed | | | (552,201 | ) | | | (706,698 | ) |
Total from Class C Shares | | | 364,580 | | | | (459,579 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 14,863,709 | | | | (133,406,405 | ) |
Total increase/(decrease) in net assets | | | (116,119,324 | ) | | | (44,351,202 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 538,498,857 | | | | 582,850,059 | |
End of period | | $ | 422,379,533 | | | $ | 538,498,857 | |
The accompanying notes are an integral part of the financial statements.
62
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 7,157,690 | | | | 5,108,245 | |
Shares reinvested | | | 3,438,245 | | | | 34,701 | |
Shares redeemed | | | (10,476,212 | ) | | | (11,798,906 | ) |
Total Class I Shares | | | 119,723 | | | | (6,655,960 | ) |
Class A Shares | | | | | | | | |
Shares sold | | | 384,694 | | | | 334,721 | |
Shares reinvested | | | 205,477 | | | | 5,158 | |
Shares redeemed | | | (273,529 | ) | | | (269,665 | ) |
Total Class A Shares | | | 316,642 | | | | 70,214 | |
Class C Shares | | | | | | | | |
Shares sold | | | 27,067 | | | | 12,078 | |
Shares reinvested | | | 20,811 | | | | 366 | |
Shares redeemed | | | (28,539 | ) | | | (35,577 | ) |
Total Class C Shares | | | 19,339 | | | | (23,133 | ) |
Net increase/(decrease) in shares outstanding | | | 455,704 | | | | (6,608,879 | ) |
The accompanying notes are an integral part of the financial statements.
63
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (48,407 | ) | | $ | (115,559 | ) |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | 2,417,101 | | | | 9,246,644 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (4,546,103 | ) | | | 317,525 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | (2,177,409 | ) | | | 9,448,610 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | — | | | | (119,130 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | — | | | | (119,130 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 12,569,490 | | | | 19,923,888 | |
Reinvestment of distributions | | | — | | | | 74,127 | |
Shares redeemed | | | (9,477,086 | ) | | | (42,720,127 | ) |
Total from Class I Shares. | | | 3,092,404 | | | | (22,722,112 | ) |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 2,241,080 | | | | 4,403,023 | |
Reinvestment of distributions | | | — | | | | 14,986 | |
Shares redeemed | | | (1,363,685 | ) | | | (7,255,626 | ) |
Total from Class A Shares | | | 877,395 | | | | (2,837,617 | ) |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 165,617 | | | | 2,950 | |
Reinvestment of distributions | | | — | | | | — | |
Shares redeemed | | | (33,126 | ) | | | (4,948 | ) |
Total from Class C Shares | | | 132,491 | | | | (1,998 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 4,102,290 | | | | (25,561,727 | ) |
Total increase/(decrease) in net assets | | | 1,924,881 | | | | (16,232,247 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 33,604,222 | | | | 49,836,469 | |
End of period | | $ | 35,529,103 | | | $ | 33,604,222 | |
The accompanying notes are an integral part of the financial statements.
64
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,059,075 | | | | 1,826,006 | |
Shares reinvested | | | — | | | | 6,876 | |
Shares redeemed | | | (815,874 | ) | | | (3,758,088 | ) |
Total Class I Shares | | | 243,201 | | | | (1,925,206 | ) |
Class A Shares | | | | | | | | |
Shares sold | | | 193,899 | | | | 408,607 | |
Shares reinvested | | | — | | | | 1,394 | |
Shares redeemed | | | (118,388 | ) | | | (630,037 | ) |
Total Class A Shares | | | 75,511 | | | | (220,036 | ) |
Class C Shares | | | | | | | | |
Shares sold | | | 14,668 | | | | 277 | |
Shares reinvested | | | — | | | | — | |
Shares redeemed | | | (2,925 | ) | | | (478 | ) |
Total Class C Shares | | | 11,743 | | | | (201 | ) |
Net increase/(decrease) in shares outstanding | | | 330,455 | | | | (2,145,443 | ) |
The accompanying notes are an integral part of the financial statements.
65
SGI GLOBAL EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 1,488,039 | | | $ | 974,342 | |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | 3,693,438 | | | | 5,367,053 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (17,031,168 | ) | | | 9,054,219 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | (11,849,691 | ) | | | 15,395,614 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (5,564,301 | ) | | | (551,275 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (5,564,301 | ) | | | (551,275 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 44,280,649 | | | | 61,955,131 | |
Reinvestment of distributions | | | 5,546,851 | | | | 464,361 | |
Shares redeemed | | | (26,188,347 | ) | | | (23,490,959 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 23,639,153 | | | | 38,928,533 | |
Total increase/(decrease) in net assets | | | 6,225,161 | | | | 53,772,872 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 112,034,894 | | | | 58,262,022 | |
End of period | | $ | 118,260,055 | | | $ | 112,034,894 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,230,209 | | | | 1,813,299 | |
Shares reinvested | | | 147,482 | | | | 13,666 | |
Shares redeemed | | | (734,082 | ) | | | (673,755 | ) |
Net increase/(decrease) in shares outstanding | | | 643,609 | | | | 1,153,210 | |
The accompanying notes are an integral part of the financial statements.
66
SGI PRUDENT GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 28,331 | | | $ | (59,456 | ) |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | (361,608 | ) | | | 64,650 | |
Affiliated mutual funds (see Note 7) | | | (50,151 | ) | | | 196,415 | |
Distributions from unaffiliated investments | | | 408 | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | 586,054 | | | | 3,294 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (551,350 | ) | | | 152,373 | |
Affiliated mutual funds (see Note 7) | | | (1,160,252 | ) | | | 546,380 | |
Net increase/(decrease) in net assets resulting from operations | | | (1,508,568 | ) | | | 903,656 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (711,629 | ) | | | (4,271 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (711,629 | ) | | | (4,271 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 8,772,783 | | | | 6,704,479 | |
Reinvestment of distributions | | | 711,630 | | | | 4,271 | |
Shares redeemed | | | (2,544,827 | ) | | | (3,208,535 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 6,939,586 | | | | 3,500,215 | |
Total increase/(decrease) in net assets | | | 4,719,389 | | | | 4,399,600 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 10,807,443 | | | | 6,407,843 | |
End of period | | $ | 15,526,832 | | | $ | 10,807,443 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 842,898 | | | | 608,029 | |
Shares reinvested | | | 63,117 | | | | 394 | |
Shares redeemed | | | (245,918 | ) | | | (288,003 | ) |
Net increase/(decrease) in shares outstanding | | | 660,097 | | | | 320,420 | |
The accompanying notes are an integral part of the financial statements.
67
SGI PEAK GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (38,703 | ) | | $ | (108,378 | ) |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | (258,784 | ) | | | 162,720 | |
Affiliated mutual funds (see Note 7) | | | (568,114 | ) | | | 495,364 | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | 1,078,082 | | | | 4,863 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (271,683 | ) | | | 112,417 | |
Affiliated mutual funds (see Note 7) | | | (1,508,086 | ) | | | 666,851 | |
Net increase/(decrease) in net assets resulting from operations | | | (1,567,288 | ) | | | 1,333,837 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (1,403,072 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,403,072 | ) | | | — | |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 10,556,163 | | | | 5,837,060 | |
Reinvestment of distributions | | | 1,403,072 | | | | (3,558,030 | ) |
Shares redeemed | | | (6,940,249 | ) | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 5,018,986 | | | | 2,279,030 | |
Total increase/(decrease) in net assets | | | 2,048,626 | | | | 3,612,867 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 10,939,612 | | | | 7,326,745 | |
End of period | | $ | 12,988,238 | | | $ | 10,939,612 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 947,764 | | | | 500,535 | |
Shares reinvested | | | 119,437 | | | | (303,661 | ) |
Shares redeemed | | | (633,856 | ) | | | — | |
Net increase/(decrease) in shares outstanding | | | 433,345 | | | | 196,874 | |
The accompanying notes are an integral part of the financial statements.
68
SGI SMALL CAP CORE FUND (formerly, the SGI Small Cap Growth Fund)
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2022 | | | FOR THE YEAR ENDED AUGUST 31, 2021 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (317,054 | ) | | $ | (331,002 | ) |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | (7,094,288 | ) | | | 29,571,349 | |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | (2,150,230 | ) | | | (5,218,328 | ) |
Affiliated mutual funds (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | (9,561,572 | ) | | | 24,022,019 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (24,978,857 | ) | | | (3,334,454 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (24,978,857 | ) | | | (3,334,454 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Proceeds from shares sold | | | 27,264,934 | | | | 126,727,651 | |
Reinvestment of distributions | | | 24,457,949 | | | | 3,236,288 | |
Distributions for shares redeemed | | | (24,755,295 | ) | | | (110,352,037 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 26,967,588 | | | | 19,611,902 | |
Total increase/(decrease) in net assets | | | (7,572,841 | ) | | | 40,299,467 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 97,408,663 | | | | 57,109,196 | |
End of period | | $ | 89,835,822 | | | $ | 97,408,663 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 990,971 | | | | 3,271,914 | |
Shares reinvested | | | 884,875 | | | | 102,414 | |
Shares redeemed | | | (877,969 | ) | | | (2,881,312 | ) |
Net increase/(decrease) in shares outstanding | | | 997,877 | | | | 493,016 | |
The accompanying notes are an integral part of the financial statements.
69
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 23.21 | | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | | | $ | 15.43 | |
Net investment income/(loss)(1) | | | 0.17 | | | | 0.03 | | | | 0.14 | | | | 0.18 | | | | 0.16 | |
Net realized and unrealized gain/(loss) on investments(2) | | | (2.27 | ) | | | 3.76 | | | | 1.66 | | | | 0.75 | | | | 3.52 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.10 | ) | | | 3.79 | | | | 1.80 | | | | 0.93 | | | | 3.68 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.04 | ) | | | (0.08 | ) | | | (0.18 | ) | | | (0.11 | ) | | | (0.18 | ) |
Net realized capital gains | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) |
Total dividends and distributions to shareholders | | | (3.26 | ) | | | (0.13 | ) | | | (0.49 | ) | | | (0.66 | ) | | | (1.14 | ) |
Net asset value, end of period | | $ | 17.85 | | | $ | 23.21 | | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | |
Total investment return/(loss)(3) | | | (10.71 | )% | | | 19.46 | % | | | 10.10 | % | | | 5.83 | % | | | 24.98 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 391,548 | | | $ | 506,159 | | | $ | 556,511 | | | $ | 497,097 | | | $ | 437,424 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 0.92 | % | | | 0.87 | % | | | 0.85 | % | | | 0.93 | % | | | 0.98 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 0.96 | % | | | 0.87 | % | | | 0.85 | % | | | 0.86 | % | | | 0.94 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.85 | % | | | 0.15 | % | | | 0.76 | % | | | 1.07 | % | | | 0.87 | % |
Portfolio turnover rate(4) | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % |
(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.
70
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 23.25 | | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | | | $ | 15.40 | |
Net investment income/(loss)(1) | | | 0.12 | | | | (0.02 | ) | | | 0.08 | | | | 0.14 | | | | 0.10 | |
Net realized and unrealized gain/(loss) on investments(2) | | | (2.27 | ) | | | 3.77 | | | | 1.67 | | | | 0.76 | | | | 3.55 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.15 | ) | | | 3.75 | | | | 1.75 | | | | 0.90 | | | | 3.65 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.04 | ) | | | (0.14 | ) | | | (0.05 | ) | | | (0.10 | ) |
Net realized capital gains | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) |
Total dividends and distributions to shareholders | | | (3.22 | ) | | | (0.09 | ) | | | (0.45 | ) | | | (0.60 | ) | | | (1.06 | ) |
Net asset value, end of period | | $ | 17.88 | | | $ | 23.25 | | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | |
Total investment return/(loss)(3) | | | (10.89 | )% | | | 19.20 | % | | | 9.78 | % | | | 5.61 | % | | | 24.68 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 28,285 | | | $ | 29,423 | | | $ | 23,424 | | | $ | 14,751 | | | $ | 9,530 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.17 | % | | | 1.12 | % | | | 1.10 | % | | | 1.18 | % | | | 1.23 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.21 | % | | | 1.12 | % | | | 1.10 | % | | | 1.11 | % | | | 1.27 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.64 | % | | | (0.09 | )% | | | 0.47 | % | | | 0.84 | % | | | 0.62 | % |
Portfolio turnover rate(4) | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % |
(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.
71
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 22.54 | | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | | | $ | 15.15 | |
Net investment income/(loss)(1) | | | (0.03 | ) | | | (0.17 | ) | | | (0.05 | ) | | | 0.01 | | | | (0.02 | ) |
Net realized and unrealized gain/(loss) on investments(2) | | | (2.17 | ) | | | 3.65 | | | | 1.71 | | | | 0.74 | | | | 3.48 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.20 | ) | | | 3.48 | | | | 1.66 | | | | 0.75 | | | | 3.46 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | 0.00 | | | | (0.03 | ) | | | — | | | | (0.06 | ) |
Net realized capital gains | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) |
Total dividends and distributions to shareholders | | | (3.22 | ) | | | (0.05 | ) | | | (0.34 | ) | | | (0.55 | ) | | | (1.02 | ) |
Net asset value, end of period | | $ | 17.12 | | | $ | 22.54 | | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | |
Total investment return/(loss)(3) | | | (11.54 | )% | | | 18.25 | % | | | 9.47 | % | | | 4.78 | % | | | 23.80 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,546 | | | $ | 2,917 | | | $ | 2,915 | | | $ | 2,350 | | | $ | 1,916 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.92 | % | | | 1.87 | % | | | 1.85 | % | | | 1.93 | % | | | 1.98 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.96 | % | | | 1.87 | % | | | 1.85 | % | | | 1.86 | % | | | 2.00 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.15 | )% | | | (0.84 | )% | | | (0.26 | )% | | | 0.07 | % | | | (0.11 | )% |
Portfolio turnover rate(4) | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % |
(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.
72
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.91 | | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | | | $ | 12.39 | |
Net investment income/(loss)(1) | | | (0.01 | ) | | | (0.02 | ) | | | 0.07 | | | | 0.14 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) on investments(2) | | | (0.62 | ) | | | 1.92 | | | | (1.40 | ) | | | (1.89 | ) | | | 2.61 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.63 | ) | | | 1.90 | | | | (1.33 | ) | | | (1.75 | ) | | | 2.60 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.02 | ) | | | (0.13 | ) | | | (0.04 | ) | | | (0.05 | ) |
Net realized capital gains | | | — | | | | — | | | | — | | | | (0.54 | ) | | | (1.12 | ) |
Total dividends and distributions to shareholders | | | — | | | | (0.02 | ) | | | (0.13 | ) | | | (0.58 | ) | | | (1.17 | ) |
Net asset value, end of period | | $ | 11.28 | | | $ | 11.91 | | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | |
Total investment return/(loss)(3) | | | (5.29 | )% | | | 19.02 | % | | | (11.75 | )% | | | (12.43 | )% | | | 22.26 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 29,180 | | | $ | 27,913 | | | $ | 42,830 | | | $ | 33,707 | | | $ | 31,559 | |
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 | | | 1.46 | % | | | 1.40 | % | | | 1.36 | % | | | 1.40 | % | | | 1.60 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.09 | )% | | | (0.22 | )% | | | 0.68 | % | | | 1.19 | % | | | (0.05 | )% |
Portfolio turnover rate(4) | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % |
(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.
73
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.85 | | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | | | $ | 12.38 | |
Net investment income/(loss)(1) | | | (0.04 | ) | | | (0.05 | ) | | | 0.03 | | | | 0.11 | | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on investments(2) | | | (0.61 | ) | | | 1.92 | | | | (1.38 | ) | | | (1.88 | ) | | | 2.59 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.65 | ) | | | 1.87 | | | | (1.35 | ) | | | (1.77 | ) | | | 2.56 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.02 | ) | | | (0.11 | ) | | | (0.03 | ) | | | (0.02 | ) |
Net realized capital gains | | | — | | | | — | | | | — | | | | (0.54 | ) | | | (1.12 | ) |
Total dividends and distributions to shareholders | | | — | | | | (0.02 | ) | | | (0.11 | ) | | | (0.57 | ) | | | (1.14 | ) |
Net asset value, end of period | | $ | 11.20 | | | $ | 11.85 | | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | |
Total investment return/(loss)(3) | | | (5.49 | )% | | | 18.69 | % | | | (11.95 | )% | | | (12.61 | )% | | | 21.90 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 6,111 | | | $ | 5,573 | | | $ | 6,905 | | | $ | 3,892 | | | $ | 3,560 | |
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 | | | 1.71 | % | | | 1.65 | % | | | 1.61 | % | | | 1.65 | % | | | 1.86 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.34 | )% | | | (0.48 | )% | | | 0.32 | % | | | 0.94 | % | | | (0.23 | )% |
Portfolio turnover rate(4) | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % |
(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.
74
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.48 | | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | | | $ | 12.27 | |
Net investment income/(loss)(1) | | | (0.12 | ) | | | (0.14 | ) | | | (0.03 | ) | | | 0.01 | | | | (0.12 | ) |
Net realized and unrealized gain/(loss) on investments(2) | | | (0.53 | ) | | | 1.87 | | | | (1.37 | ) | | | (1.84 | ) | | | 2.56 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.65 | ) | | | 1.73 | | | | (1.40 | ) | | | (1.83 | ) | | | 2.44 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | — | | | | — | | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) |
Total dividends and distributions to shareholders | | | — | | | | — | | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) |
Net asset value, end of period | | $ | 10.83 | | | $ | 11.48 | | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | |
Total investment return/(loss)(3) | | | (5.66 | )% | | | 17.74 | % | | | (12.57 | )% | | | (13.30 | )% | | | 21.05 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 238 | | | $ | 118 | | | $ | 102 | | | $ | 114 | | | $ | 200 | |
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 | | | 2.46 | % | | | 2.40 | % | | | 2.36 | % | | | 2.40 | % | | | 2.61 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.06 | )% | | | (1.26 | )% | | | (0.29 | )% | | | 0.09 | % | | | (0.95 | )% |
Portfolio turnover rate(4) | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % |
(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.
75
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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 38.33 | | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | | | $ | 27.20 | |
Net investment income/(loss)(1) | | | 0.45 | | | | 0.38 | | | | 0.41 | | | | 0.53 | | | | 0.35 | |
Net realized and unrealized gain/(loss) on investments(2) | | | (3.77 | ) | | | 5.24 | | | | 1.06 | | | | 2.20 | | | | 2.75 | |
Net increase/(decrease) in net assets resulting from operations | | | (3.32 | ) | | | 5.62 | | | | 1.47 | | | | 2.73 | | | | 3.10 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.58 | ) | | | (0.22 | ) | | | (0.85 | ) | | | (0.41 | ) | | | — | |
Net realized capital gains | | | (1.27 | ) | | | — | | | | (0.31 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.85 | ) | | | (0.22 | ) | | | (1.16 | ) | | | (0.41 | ) | | | 0.00 | |
Redemption fees added to paid-in capital(1) | | | — | | | | — | | | | — | | | | — | (3) | | | — | (3) |
Net asset value, end of period | | $ | 33.16 | | | $ | 38.33 | | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | |
Total investment return/(loss)(4) | | | (9.20 | )% | | | 17.15 | % | | | 4.53 | % | | | 9.18 | % | | | 11.36 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 118,260 | | | $ | 112,035 | | | $ | 58,262 | | | $ | 21,520 | | | $ | 19,530 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 0.84 | % | | | 0.97 | % | | | 0.84 | % | | | 0.84 | % | | | 0.84 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.01 | % | | | 1.10 | % | | | 0.98 | % | | | 1.11 | % | | | 1.25 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.24 | % | | | 1.26 | % | | | 1.32 | % | | | 1.75 | % | | | 1.19 | % |
Portfolio turnover rate(5) | | | 87 | % | | | 88 | % | | | 122 | % | | | 74 | % | | | 44 | % |
(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) | Amount represents less than $0.005 per share. |
(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. |
(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.
76
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, 2022 | | | 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 | | $ | 11.69 | | | $ | 10.60 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.02 | | | | (0.07 | ) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | (1.26 | ) | | | 1.16 | | | | 0.63 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.24 | ) | | | 1.09 | | | | 0.60 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.40 | ) | | | — | (4) | | | — | |
Net realized capital gains | | | (0.25 | ) | | | — | (4) | | | — | |
Total dividends and distributions to shareholders | | | (0.65 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 9.80 | | | $ | 11.69 | | | $ | 10.60 | |
Total investment return/(loss)(5) | | | (11.26 | )% | | | 10.34 | % | | | 6.00 | %(7) |
| | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 15,527 | | | $ | 10,807 | | | $ | 6,408 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | % | | | 1.70 | % | | | 1.70 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.61 | % | | | 1.75 | % | | | 3.97 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.23 | % | | | (0.67 | )% | | | (1.08 | )%(6) |
Portfolio turnover rate(8) | | | 67 | % | | | 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.
77
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, 2022 | | | 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 | | $ | 12.63 | | | $ | 10.94 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.03 | ) | | | (0.14 | ) | | | (0.04 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | (1.27 | ) | | | 1.83 | | | | 0.98 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.30 | ) | | | 1.69 | | | | 0.94 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.75 | ) | | | — | | | | — | |
Net realized capital gains | | | (0.59 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.34 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 9.99 | | | $ | 12.63 | | | $ | 10.94 | |
Total investment return/(loss)(4) | | | (11.64 | )% | | | 15.45 | % | | | 9.40 | %(6) |
| | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 12,988 | | | $ | 10,940 | | | $ | 7,327 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | % | | | 1.70 | % | | | 1.70 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.58 | % | | | 1.74 | % | | | 3.52 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (0.29 | )% | | | (1.17 | )% | | | (1.58 | )%(5) |
Portfolio turnover rate(7) | | | 88 | % | | | 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.
78
SGI SMALL CAP CORE FUND (formerly, the 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, 2022 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 38.64 | | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | | | $ | 32.04 | |
Net investment income/(loss)(2) | | | (0.10 | ) | | | (0.15 | ) | | | (0.10 | ) | | | (0.15 | ) | | | (0.19 | ) |
Net realized and unrealized gain/(loss) from investments(3) | | | (2.97 | ) | | | 12.33 | | | | 2.68 | | | | (5.55 | ) | | | 6.63 | |
Net increase/(decrease) in net assets resulting from operations | | | (3.07 | ) | | | 12.18 | | | | 2.58 | | | | (5.70 | ) | | | 6.44 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.07 | ) | | | — | | | | — | | | | — | |
Net realized capital gains | | | (10.04 | ) | | | (1.63 | ) | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) |
Total dividends and distributions to shareholders | | | (10.04 | ) | | | (1.70 | ) | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) |
Net asset value, end of period | | $ | 25.53 | | | $ | 38.64 | | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | |
Total investment return(4) | | | (9.93 | )% | | | 44.61 | % | | | 10.04 | % | | | (16.02 | )% | | | 21.77 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 89,836 | | | $ | 97,409 | | | $ | 57,109 | | | $ | 69,302 | | | $ | 96,579 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.23 | % | | | 1.07 | % | | | 1.25 | % | | | 1.25 | % | | | 1.25 | % |
Ratio of expenses to average net assets without waiver and reimbursements(5) | | | 1.33 | % | | | 1.12 | % | | | 1.38 | % | | | 1.37 | % | | | 1.29 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.34 | )% | | | (0.37 | )% | | | (0.38 | )% | | | (0.53 | )% | | | (0.57 | )% |
Portfolio turnover rate(6) | | | 270 | % | | | 314 | % | | | 302 | % | | | 344 | % | | | 349 | % |
(1) | Effective as of the close of business on March 15, 2021, the Adviser took over management of the SGI Small Cap Core Fund from its predecessor investment manager. |
(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 of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(5) | 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). |
(6) | 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.
79
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements
August 31, 2022
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 forty-eight 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 Prudent Growth Fund, the SGI Peak Growth Fund and the SGI Small Cap Core Fund (formerly, the SGI Small Cap Growth Fund) (each a “Fund” and, collectively, the “Funds”). The SGI Small Cap Core 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 Prudent Growth Fund and the SGI Peak Growth Fund commenced investment operations on June 8, 2020.
Effective as of the close of business on March 15, 2021, Summit took over management of the SGI Small Cap Core 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 Prudent Growth Fund, the SGI Peak Growth Fund and the SGI Small Cap Core 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 90.023 billion shares are currently classified into two hundred and eleven 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 Prudent Growth Fund, the SGI Peak Growth Fund and the SGI Small Cap Core 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (the “current fiscal period”).
Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in Exchange-Traded Funds (“ETFs”) are valued at their last reported sale price. Investments in other open-end investment companies, if any, are valued 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
80
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2022
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 | | $ | 420,269,926 | | | $ | 420,269,926 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 1,630,974 | | | | 1,630,974 | | | | — | | | | — | |
Total Investments* | | $ | 421,900,900 | | | $ | 421,900,900 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI U.S. Small Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 35,472,686 | | | $ | 35,472,686 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 35,472,686 | | | $ | 35,472,686 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 117,171,118 | | | $ | 117,171,118 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 131,501 | | | | 131,501 | | | | — | | | | — | |
Total Investments* | | $ | 117,302,619 | | | $ | 117,302,619 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI PRUDENT GROWTH Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 5,916,247 | | | $ | 5,916,247 | | | $ | — | | | $ | — | |
Mutual Funds | | | 7,203,909 | | | | 7,203,909 | | | | — | | | | — | |
Short-Term Investments | | | 2,371,223 | | | | 2,371,223 | | | | — | | | | — | |
Total Investments* | | $ | 15,491,379 | | | $ | 15,491,379 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI PEAK GROWTH FUND | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 2,721,648 | | | $ | 2,721,648 | | | $ | — | | | $ | — | |
Mutual Funds | | | 9,725,667 | | | | 9,725,667 | | | | — | | | | — | |
Short-Term Investments | | | 547,276 | | | | 547,276 | | | | — | | | | — | |
Total Investments* | | $ | 12,994,591 | | | $ | 12,994,591 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
81
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2022
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI SMALL CAP core Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 87,365,490 | | | $ | 87,365,490 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 710,400 | | | | 710,400 | | | | — | | | | — | |
Short-Term Investments | | | 91,605 | | | | 91,605 | | | | — | | | | — | |
Total Investments* | | $ | 88,167,495 | | | $ | 88,167,495 | | | $ | — | | | $ | — | |
* | 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.
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 The RBB Fund Trust (formerly, 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.
82
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2022
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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Funds may have to issuers located in these countries.
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 Global Investments, LLC (“Summit” 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 table.
83
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2022
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, 2022 for the SGI U.S. Large Cap Equity Fund, the SGI U.S. Small Cap Equity Fund, the SGI Global Equity Fund, the SGI Prudent Growth Fund, the SGI Peak Growth Fund, and the SGI Small Cap Core 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 Prudent Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Peak Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Small Cap Core Fund | | | 0.95 | | | | 1.23 | | | | — | | | | — | |
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 | | $ | 3,446,571 | | | $ | (198,081 | ) | | | — | | | $ | 3,248,490 | |
SGI U.S. Small Cap Equity Fund | | | 340,697 | | | | (81,169 | ) | | | — | | | | 259,528 | |
SGI Global Equity Fund | | | 841,334 | | | | (209,841 | ) | | | — | | | | 631,493 | |
SGI Prudent Growth Fund | | | 93,614 | | | | (4,617 | ) | | | 16,401 | | | | 105,398 | |
SGI Peak Growth Fund | | | 98,498 | | | | (4,012 | ) | | | 20,163 | | | | 114,649 | |
SGI Small Cap Core Fund | | | 882,173 | | | | (88,935 | ) | | | — | | | | 793,238 | |
84
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2022
As of the end of the reporting period, the Funds had amounts available for recoupment by the Adviser as follows:
| | EXPIRATION | |
FUND | | August 31, 2023 | | | August 31, 2024 | | | August 31, 2025 | |
SGI U.S. Large Cap Equity Fund | | $ | — | | | $ | — | | | $ | 198,081 | |
SGI U.S. Small Cap Equity Fund | | | 58,188 | | | | 75,377 | | | | 81,169 | |
SGI Global Equity Fund | | | 50,894 | | | | 97,962 | | | | 209,841 | |
SGI Prudent Growth Fund | | | — | | | | 13,103 | | | | 4,617 | |
SGI Peak Growth Fund | | | — | | | | 3,702 | | | | 4,012 | |
SGI Small Cap Core Fund | | | 75,685 | | | | 38,737 | | | | 88,935 | |
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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.
85
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
August 31, 2022
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 | | $ | 643,135,792 | | | $ | 694,802,896 | |
SGI U.S. Small Cap Equity Fund | | | 47,623,206 | | | | 42,926,134 | |
SGI Global Equity Fund | | | 122,005,469 | | | | 101,750,885 | |
SGI Prudent Growth Fund | | | 12,427,591 | | | | 7,816,149 | |
SGI Peak Growth Fund | | | 15,440,651 | | | | 11,193,859 | |
SGI Small Cap Core Fund | | | 248,183,569 | | | | 246,682,133 | |
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, 2022, 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) | |
SGI U.S. Large Cap Equity Fund | | $ | 381,363,652 | | | $ | 55,080,122 | | | $ | (14,542,874 | ) | | $ | 40,537,248 | |
SGI U.S. Small Cap Equity Fund | | | 34,929,540 | | | | 3,815,905 | | | | (3,272,759 | ) | | | 543,146 | |
SGI Global Equity Fund | | | 118,253,530 | | | | 7,506,093 | | | | (8,457,004 | ) | | | (950,911 | ) |
SGI Prudent Growth Fund | | | 16,339,656 | | | | 254,762 | | | | (1,103,039 | ) | | | (848,277 | ) |
SGI Peak Growth Fund | | | 13,817,944 | | | | 403,734 | | | | (1,227,087 | ) | | | (823,353 | ) |
SGI Small Cap Core Fund | | | 90,611,134 | | | | 5,439,564 | | | | (7,883,203 | ) | | | (2,443,639 | ) |
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.
86
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
August 31, 2022
Permanent differences as of August 31, 2022, primarily attributable to Net Operating Losses and Deemed Distributions due to Shareholder Redemptions were reclassified among the following accounts:
| | Distributable Earnings/(loss) | | | Paid-in Capital | |
SGI U.S. Small Cap Equity Fund | | $ | 68,004 | | | $ | (68,004 | ) |
SGI U.S. Large Cap Equity Fund | | | (15,646,968 | ) | | | 15,646,968 | |
SGI Global Equity Fund | | | (465,660 | ) | | | 465,660 | |
SGI Small Cap Core Fund | | | (2,855,579 | ) | | | 2,855,579 | |
As of August 31, 2022, the components of distributable earnings on a tax basis were as follows:
FUND | | Undistributed Ordinary Income | | | Undistributed Long-term capital gains | | | Capital Loss Carry Forward | | | Qualified Late- Year Loss Deferral | | | Other Temporary Differences | | | Net Unrealized Appreciation/ (Depreciation) | |
SGI U.S. Large Cap Equity Fund | | $ | 2,572,173 | | | $ | 14,793,607 | | | $ | — | | | $ | — | | | $ | — | | | $ | 40,537,248 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | 108,667 | | | | — | | | | (46,844 | ) | | | — | | | | 543,146 | |
SGI Global Equity Fund | | | 620,241 | | | | 2,875,971 | | | | — | | | | — | | | | — | | | | (950,911 | ) |
SGI Prudent Growth Fund | | | — | | | | — | | | | (113,985 | ) | | | (52,282 | ) | | | (10,699 | ) | | | (848,277 | ) |
SGI Peak Growth Fund | | | — | | | | — | | | | (114,739 | ) | | | (103,182 | ) | | | (13,304 | ) | | | (823,353 | ) |
SGI Small Cap Core Fund | | | — | | | | 554,963 | | | | — | | | | (9,611,392 | ) | | | — | | | | (2,443,639 | ) |
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, 2022 and August 31, 2021 were as follows:
| | | | | | 2022 | | | | | |
FUND | | Ordinary Income | | | Long-Term Gains | | | TOTAL | |
SGI U.S. Large Cap Equity Fund | | $ | 22,024,821 | | | $ | 52,940,729 | | | $ | 74,965,550 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | — | | | | — | |
SGI Global Equity Fund | | | 2,759,100 | | | | 2,805,201 | | | | 5,564,301 | |
SGI Prudent Growth Fund | | | 661,801 | | | | 49,828 | | | | 711,629 | |
SGI Peak Growth Fund | | | 1,309,074 | | | | 93,998 | | | | 1,403,072 | |
SGI Small Cap Core Fund | | | 23,796,320 | | | | 1,182,537 | | | | 24,978,857 | |
87
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
August 31, 2022
| | | | | 2021 | | | | |
FUND | | Ordinary Income | | | Long-Term Gains | | | TOTAL | |
SGI U.S. Large Cap Equity Fund | | $ | 1,974,531 | | | $ | 1,299,116 | | | $ | 3,273,647 | |
SGI U.S. Small Cap Equity Fund | | | 119,130 | | | | — | | | | 119,130 | |
SGI Global Equity Fund | | | 551,275 | | | | — | | | | 551,275 | |
SGI Prudent Growth Fund | | | 4,271 | | | | — | | | | 4,271 | |
SGI Peak Growth Fund | | | — | | | | — | | | | — | |
SGI Small Cap Core Fund | | | 3,152,424 | | | | 182,030 | | | | 3,334,454 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2022, the SGI Prudent Growth Fund had $113,985 of short-term loss carryovers, and the SGI Peak Growth Fund had $114,739 of short-term loss carryovers. During the fiscal year, the SGI U.S. Small Cap Equity Fund utilized $2,350,826 of carry forward capital losses.
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, 2022.
| | Late-year ordinary loss deferral | | | post-october capital loss deferral | |
SGI U.S. Large Cap Equity Fund | | $ | — | | | $ | — | |
SGI U.S. Small Cap Equity Fund | | | 46,844 | | | | — | |
SGI Global Equity Fund | | | — | | | | — | |
SGI Prudent Growth Fund | | | 52,282 | | | | — | |
SGI Peak Growth Fund | | | 103,182 | | | | — | |
SGI Small Cap Core Fund | | | 301,382 | | | | 9,310,010 | |
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Funds are required to comply with Rule 18f-4 and have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Funds to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Funds to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could adversely affect the Funds’ performance and increase costs related to the Funds’ use of derivatives.
88
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
August 31, 2022
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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.
7. TRANSACTIONS WITH AFFILIATES
The following issuers are affiliated with the Funds. Fund of Funds are allowed to invest in other investment companies in excess of the limits imposed, if certain requirement, such as being part of the same group of investment companies, are met. As defined in Section (2)(a)(3) of the Investment Company Act of 1940; such issuers are:
| | August 31, 2021 | | | Additions | | | Reductions | |
Issuer Name | | Share Balance | | | Cost | | | Share Balance | | | Cost | | | Share Balance | | | Cost | |
SGI Prudent Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | 64,173 | | | $ | 2,057,616 | | | | 44,489 | | | $ | 1,583,500 | | | | (5,723 | ) | | $ | (222,571 | ) |
SGI Small Cap Core Fund | | | 26,464 | | | | 1,024,835 | | | | 29,862 | | | | 823,809 | | | | (2,029 | ) | | | (80,451 | ) |
SGI U.S. Large Cap Equity Fund | | | 56,522 | | | | 1,023,543 | | | | 50,347 | | | | 972,402 | | | | (5,734 | ) | | | (134,151 | ) |
SGI U.S. Small Cap Equity Fund | | | 36,683 | | | | 338,834 | | | | 17,790 | | | | 206,800 | | | | (1,371 | ) | | | (16,278 | ) |
| | | 183,842 | | | $ | 4,444,828 | | | | 142,488 | | | $ | 3,586,511 | | | | (14,857 | ) | | $ | (453,451 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
SGI Peak Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | 85,748 | | | $ | 2,685,032 | | | | 72,519 | | | $ | 2,639,790 | | | | (40,745 | ) | | $ | (1,532,964 | ) |
SGI Small Cap Core Fund | | | 59,644 | | | | 2,329,243 | | | | 80,885 | | | | 2,260,825 | | | | (34,556 | ) | | | (1,367,917 | ) |
SGI U.S. Large Cap Equity Fund | | | 84,875 | | | | 1,522,403 | | | | 93,769 | | | | 1,850,677 | | | | (47,258 | ) | | | (994,184 | ) |
SGI U.S. Small Cap Equity Fund | | | 55,397 | | | | 504,236 | | | | 35,671 | | | | 424,750 | | | | (22,104 | ) | | | (268,318 | ) |
| | | 285,664 | | | $ | 7,040,914 | | | | 282,844 | | | $ | 7,176,042 | | | | (144,663 | ) | | $ | (4,163,383 | ) |
89
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (concluded)
August 31, 2022
| | August 31, 2022 | |
Issuer Name | | Dividend Income | | | Capital Gain Distribution | | | Net Change in Unrealized Appreciation/ (Depreciation) | | | Realized Gain/(Loss) | | | Share Balance | | | Value | | | Cost | |
SGI Prudent Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | $ | 41,345 | | | $ | 91,449 | | | $ | (407,225 | ) | | $ | (9,831 | ) | | | 102,939 | | | $ | 3,413,463 | | | $ | 3,418,545 | |
SGI Small Cap Core Fund | | | — | | | | 295,531 | | | | (379,736 | ) | | | (21,020 | ) | | | 54,297 | | | | 1,386,197 | | | | 1,768,193 | |
SGI U.S. Large Cap Equity Fund | | | 2,537 | | | | 199,074 | | | | (344,868 | ) | | | (19,341 | ) | | | 101,135 | | | | 1,805,254 | | | | 1,861,794 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | — | | | | (28,423 | ) | | | 41 | | | | 53,102 | | | | 598,995 | | | | 529,357 | |
| | $ | 43,882 | | | $ | 586,054 | | | $ | (1,160,252 | ) | | $ | (50,151 | ) | | | 311,473 | | | $ | 7,203,909 | | | $ | 7,577,889 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Peak Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | $ | 53,937 | | | $ | 119,302 | | | $ | (496,522 | ) | | $ | (55,332 | ) | | | 117,522 | | | $ | 3,897,027 | | | $ | 3,791,859 | |
SGI Small Cap Core Fund | | | — | | | | 663,434 | | | | (492,065 | ) | | | (442,388 | ) | | | 105,973 | | | | 2,705,491 | | | | 3,222,151 | |
SGI U.S. Large Cap Equity Fund | | | 3,765 | | | | 295,346 | | | | (481,204 | ) | | | (63,834 | ) | | | 131,386 | | | | 2,345,238 | | | | 2,378,896 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | — | | | | (38,295 | ) | | | (6,560 | ) | | | 68,964 | | | | 777,911 | | | | 660,669 | |
| | $ | 57,702 | | | $ | 1,078,082 | | | $ | (1,508,086 | ) | | $ | (568,114 | ) | | | 423,845 | | | $ | 9,725,667 | | | $ | 10,053,575 | |
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.
90
SUMMIT GLOBAL INVESTMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund, SGI Prudent Growth Fund, SGI Peak Growth Fund, and SGI Small Cap Core Fund (formerly SGI Small Cap Growth Fund) and Board of Directors of The RBB Fund, Inc.
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 Prudent Growth Fund, SGI Peak Growth Fund, and SGI Small Cap Core Fund (collectively referred to as the “Funds”) (six of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2022, 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 (six of the portfolios constituting The RBB Fund, Inc.) at August 31, 2022, 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 SGI Global Equity Fund | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the five years in the period ended August 31, 2022 |
SGI Prudent Growth Fund SGI Peak Growth Fund | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 and the period June 8, 2020 (commencement of operation) through August 31, 2020 |
SGI Small Cap Core Fund (formerly, SGI Small Cap Growth Fund) | For the year ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 | For each of the two years in the period ended August 31, 2022 |
The financial highlights of SGI Small Cap Core Fund (formerly, SGI Small Cap Growth Fund) for each of the periods 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.
91
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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 28, 2022
92
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, the tax character of distributions paid by the Fund’s were as follows:
| | | | | | Ordinary Income Dividend | | | Long-Term Capital Gains Dividends | |
SGI U.S. Large Cap Equity Fund | | | 2022 | | | $ | 2,572,173 | | | $ | 14,793,607 | |
SGI U.S. Small Cap Equity Fund | | | 2022 | | | | — | | | | 108,667 | |
SGI Global Equity Fund | | | 2022 | | | | 620,241 | | | | 2,875,971 | |
SGI Prudent Growth Fund | | | 2022 | | | | — | | | | — | |
SGI Peak Growth Fund | | | 2022 | | | | — | | | | — | |
SGI Small Cap Core Fund | | | 2022 | | | | — | | | | 554,963 | |
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, 2022 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 | | | 28.58 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 80.52 | % |
SGI Prudent Growth Fund | | | 11.95 | % |
SGI Peak Growth Fund | | | 4.98 | % |
SGI Small Cap Core Fund | | | 4.95 | % |
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 | | | 28.58 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 38.07 | % |
SGI Prudent Growth Fund | | | 3.87 | % |
SGI Peak Growth Fund | | | 1.48 | % |
SGI Small Cap Core Fund | | | 4.96 | % |
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 Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Growth Fund | | | 0.00 | % |
93
SUMMIT GLOBAL INVESTMENTS
SHAREHOLDER TAX INFORMATION (UNAUDITED) (Concluded)
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
SGI U.S. Large Cap Equity Fund | | | 90.86 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 36.93 | % |
SGI Prudent Growth Fund | | | 33.11 | % |
SGI Peak Growth Fund | | | 37.98 | % |
SGI Small Cap Core Fund | | | 100.00 | % |
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 2023.
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.
94
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 PRUDENT GROWTH FUND, SGI PEAK GROWTH FUND, AND SGI SMALL CAP CORE 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 Peak Growth Fund, SGI Prudent Growth Fund, and SGI Small Cap Core Fund (for this section only, each a “Fund” and together the “Funds”), at a meeting of the Board held on May 11-12, 2022 (for this section only, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Summit with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreements between the Company and Summit with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Summit’s services provided to the Funds; (ii) descriptions of the experience and qualifications of Summit’s personnel providing those services; (iii) Summit’s investment philosophies and processes; (iv) Summit’s assets under management and client descriptions; (v) Summit’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Summit’s current advisory fee arrangement with the Company and other similarly managed clients; (vii) Summit’s compliance procedures; (viii) Summit’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by Broadridge/Lipper comparing the Funds’ management fees and total expense ratio to those of its respective Lipper Group and comparing the performance of each Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of each Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Summit. The Directors concluded that Summit had substantial resources to provide services to the Funds and that Summit’s services had been acceptable.
The Directors also considered the investment performance of the Funds and Summit. The Directors considered each Fund’s investment performance in light of its investment objective and investment strategies. The Directors noted that the SGI U.S. Large Cap Equity Fund outperformed its benchmark, the S&P 500® Low Volatility Index, for the three-year, five-year, and since-inception periods ended March 31, 2022, and underperformed its benchmark for the year-to-
95
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Continued)
date and one-year periods ended March 31, 2022. The Directors also noted that the SGI U.S. Large Cap Equity Fund ranked in the 2nd quintile in its Lipper Performance Group for the four-year and five-year periods, in the 3rd quintile for the two-year and three-year periods, and in the 5th quintile for the one-year periods, each ended December 31, 2021.
Next, the Directors noted that the SGI U.S. Small Cap Equity Fund’s investment performance outperformed its benchmark, the S&P SmallCap 600® Low Volatility Index for the since-inception period ended March 31, 2022, and underperformed its benchmark for the year-to-date, one-year, three-year, and five-year periods ended March 31, 2022. 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 five-year periods ended December 31, 2021.
The Directors noted that the SGI Global Equity Fund’s investment performance outperformed its benchmark, the MSCI ACWI Minimum Volatility (USD) Index, for the year-to-date, one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2022. The Directors also noted that the SGI Global Equity Fund ranked in the 3rd quintile in its Lipper Performance Group for the one-year, two-year, and three-year periods and in the 2nd quintile for the four-year and five-year periods ended December 31, 2021.
The Directors noted that the SGI Small Cap Core Fund’s investment performance outperformed its benchmark, the Russell 2000® Index, for the year-to-date, one-year, three-year, five-year, and since-inception periods ended March 31, 2022. The Directors also noted that the SGI Small Cap Core Fund ranked in the 1st quintile in its Lipper Performance Group for the two-year and three-year periods, in the 2nd quintile for the four-year and five-year periods, and in the 4th quintile for the one-year periods ended December 31, 2021.
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, one-year, and since-inception periods ended March 31, 2022. The Directors also noted that the SGI Peak Growth Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year and since-inception periods ended December 31, 2021.
Finally, the Directors noted that the SGI Prudent Growth Fund’s investment performance underperformed its benchmark, the MSCI ACWI Index, for the year-to-date, one-year, and since-inception periods ended March 31, 2022. The Directors also noted that the SGI Prudent Growth Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year and since-inception periods ended December 31, 2021.
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 2nd quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 1st quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee of the SGI Small Cap Core Fund ranked in the 5th 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.
The Directors noted that the actual advisor fee and total expenses of the SGI Peak Growth 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 Prudent Growth Fund ranked in the 5th quintile of the Fund’s Lipper Expense Group.
96
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Concluded)
The Directors then noted that Summit had contractually agreed to waive management fees and reimburse expenses through at least March 3, 2023 to limit total annual operating expenses to agreed upon levels for each Fund.
After reviewing information relating to Summit’s costs, profitability and economies of scale, and after considering the services to be provided by Summit, the Directors concluded that the investment advisory fees to be paid by the Funds to Summit were fair and reasonable and that the Investment Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2023.
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 Liquidity Risk Management Committee of the Adviser as the program administrator for the Adviser Program. The 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 current 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 July 1, 2021 to December 31, 2021 (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 the Funds did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) confirmation that the Funds did not breach 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) during the Period 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 described material changes made to the Adviser Program during the Period and indicated that there were no material changes made to the Company Program 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.
97
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
98
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: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
99
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 |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61
| Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. (an investment advisory firm) | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund Trust (7 portfolios). |
100
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (Concluded)
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, 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
101
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 |
102
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 Prudent Growth Fund, SGI Peak Growth Fund and SGI Small Cap Core 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 Prudent Growth Fund, SGI Peak Growth Fund and SGI Small Cap Core 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 Prudent Growth Fund, SGI Peak Growth Fund and SGI Small Cap Core 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. |
103
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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-AR22
ANNUAL
report 2022
A series of The RBB Fund, Inc.
8/31/22
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 | 9 |
Notes to Financial Statements | 13 |
Report of Independent Registered Public Accounting Firm | 22 |
Shareholder Tax Information | 23 |
Notice to Shareholders | 24 |
Privacy Notice | 27 |
Directors and Officers | 30 |
Stance Equity ESG Large Cap Core ETF
Letter to Shareholders
AUGUST 31, 2022 (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.
For the fiscal year ended August 31, 2022, the Fund’s total return was -10.50%, which compares to the S&P 500® Total Return Index’s return of -11.23% for the same period. For the year-to-date, the Fund has experienced strong relative returns to the S&P 500® Total Return Index. The Fund, which is managed generally to be more defensive while attempting to preserve as much upside as possible, returned -14.91% for the year-to-date, which compares to -16.14% for the S&P 500® Total Return Index for the same period.
In the opinion of the management team, the Fund’s outperformance was largely driven by the second quarter of 2022 (“Q2), where the Fund outperformed the S&P 500® Total Return Index by over 5%. This outperformance was driven by our optimization tooling, which historically has shown resilience in risk management. The optimization weighted securities to minimize risk, which generated significant outperformance in Q2. This combined with some small security selection edge in Q2, generated significant outperformance and avoided approximately one-third of the downturn in the market (a returnof -10.68% for the Fund in Q2, which compares to a return of -16.10% in the S&P 500® Total Return Index over the same period).
The management team believes that our risk efficiency will pay off over the longer term as we enter more volatile environments with eyes on interest rate policy changes, global conflict and a potential recession on the horizon.
In terms of improving our processes, the management team at Stance is constantly evaluating, testing and implementing new sources of data and technology in order to continuously innovate and potentially deliver stronger outperformance and values alignment. We are confident that as we grow, our pace of innovation should accelerate, which we believe will deliver shareholder value.
Stance Equity ESG Large Cap Core ETF
Letter to Shareholders (Concluded)
AUGUST 31, 2022 (UNAUDITED)
Several months ago, Stance determined that it is in the best interests of shareholders that the Fund be managed by a larger, more established platform. To that end, we are currently in the process of transitioning the Fund into a series of the Hennessy Funds Trust and changing the Fund’s current investment adviser from Red Gate Advisers, LLC, to Hennessy Advisors, Inc.. It is our expectation that this administrative development, (the changing of the advisor) will not affect the investment process in any way, and will put us in a stronger position to improve risk adjusted returns for our unitholders.
We thank you for your continued trust and support in us and we hope to continuously earn and deliver upon it.
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 Periods ENDED AUGUST 31, 2022 |
| ONE YEAR | Since Inception | Inception Date |
Stance Equity ESG Large Cap Core ETF | -10.50% | -0.31% | 3/15/2021 |
S&P 500® Total Return Index** | -11.23% | 1.23%(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. |
The Adviser has contractually agreed to waive a portion of its’ unitary management fee 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 31, 2023 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after March 31, 2023.
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, 2022. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Fortive Corp. | 4.0% |
Nielsen Holdings PLC | 4.0 |
Nasdaq, Inc. | 3.6 |
J M Smucker Co., (The) | 3.6 |
Illinois Tool Works, Inc. | 3.6 |
Home Depot, Inc., (The) | 3.6 |
Texas Instruments, Inc. | 3.5 |
Omnicom Group, Inc. | 3.5 |
Lowe’s Cos., Inc. | 3.5 |
Hershey Co., (The) | 3.4 |
| 36.3% |
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 | 26.6% |
Information Technology | 21.9 |
Industrials | 14.3 |
Consumer Discretionary | 10.8 |
Financials | 9.2 |
Consumer Staples | 7.0 |
Communication Services | 3.5 |
Utilities | 3.4 |
Materials | 2.7 |
| 99.4% |
Stance Equity ESG Large Cap Core ETF
Fund Expense Example
AUGUST 31, 2022 (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, 2022 through August 31, 2022, 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 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, 2022 | Ending Account Value august 31, 2022 | Expenses Paid During Period(1) | Annualized Expense Ratio(2) | Actual SIX-MONTH Total Investment Return for the Fund |
Stance Equity ESG Large Cap Core ETF | | | | |
Actual | $ 1,000.00 | $ 957.00 | $ 4.19 | 0.85% | -4.30% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85% | N/A |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2022 through August 31, 2022, 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 in the first section in the table is based on the actual six-month total investment return for the Fund. |
(2) | Ratios reflect expenses waived by the Fund’s investment adviser. Without these waivers, the Fund’s expenses would have been higher and the ending account values would have been lower. |
Stance Equity ESG Large Cap Core ETF
Schedule of Investments
AUGUST 31, 2022
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks — 99.4% | | | | | | | | |
Biotechnology — 8.7% | | | | | | | | |
Incyte Corp. (United States)* | | | 14,122 | | | $ | 994,612 | |
Regeneron Pharmaceuticals, Inc. (United States)* | | | 2,409 | | | | 1,399,774 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 4,692 | | | | 1,322,018 | |
| | | | | | | 3,716,404 | |
Capital Markets — 9.2% | | | | | | | | |
Moody’s Corp. (United States) | | | 4,704 | | | | 1,338,382 | |
Nasdaq, Inc. (United States) | | | 25,722 | | | | 1,531,231 | |
S&P Global, Inc. (United States) | | | 2,950 | | | | 1,038,931 | |
| | | | | | | 3,908,544 | |
Chemicals — 2.7% | | | | | | | | |
Sherwin-Williams Co., (The) (United States) | | | 5,022 | | | | 1,165,606 | |
Electric Utilities — 3.4% | | | | | | | | |
NRG Energy, Inc. (United States) | | | 34,760 | | | | 1,434,893 | |
Electronic Equipment, Instruments & Components — 1.9% | | | | | | | | |
Keysight Technologies, Inc. (United States)* | | | 4,978 | | | | 815,844 | |
Food Products — 7.0% | | | | | | | | |
Hershey Co., (The) (United States) | | | 6,421 | | | | 1,442,606 | |
J M Smucker Co., (The) (United States) | | | 10,934 | | | | 1,530,651 | |
| | | | | | | 2,973,257 | |
Health Care Equipment & Supplies — 4.7% | | | | | | | | |
Abbott Laboratories (United States) | | | 12,296 | | | | 1,262,184 | |
Hologic, Inc. (United States)* | | | 10,826 | | | | 731,405 | |
| | | | | | | 1,993,589 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (continued)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Providers & Services — 10.4% | | | | | | | | |
CVS Health Corp. (United States) | | | 9,883 | | | $ | 970,016 | |
Laboratory Corp. of America Holdings (United States) | | | 5,604 | | | | 1,262,413 | |
Quest Diagnostics, Inc. (United States) | | | 9,896 | | | | 1,240,068 | |
UnitedHealth Group, Inc. (United States) | | | 1,794 | | | | 931,678 | |
| | | | | | | 4,404,175 | |
IT Services — 6.0% | | | | | | | | |
Mastercard, Inc., Class A (United States) | | | 3,976 | | | | 1,289,695 | |
Visa, Inc., Class A (United States) | | | 6,374 | | | | 1,266,578 | |
| | | | | | | 2,556,273 | |
Machinery — 7.6% | | | | | | | | |
Fortive Corp. (United States) | | | 26,841 | | | | 1,699,840 | |
Illinois Tool Works, Inc. (United States) | | | 7,832 | | | | 1,525,909 | |
| | | | | | | 3,225,749 | |
Media — 3.5% | | | | | | | | |
Omnicom Group, Inc. (United States) | | | 22,354 | | | | 1,495,483 | |
Multiline Retail — 0.9% | | | | | | | | |
Dollar Tree, Inc. (United States)* | | | 2,714 | | | | 368,235 | |
Pharmaceuticals — 2.8% | | | | | | | | |
Pfizer, Inc. (United States) | | | 19,357 | | | | 875,517 | |
Zoetis, Inc. (United States) | | | 1,946 | | | | 304,607 | |
| | | | | | | 1,180,124 | |
Professional Services — 6.7% | | | | | | | | |
Jacobs Solutions, Inc. (United States) | | | 9,369 | | | | 1,167,190 | |
Nielsen Holdings PLC (United Kingdom) | | | 60,730 | | | | 1,690,723 | |
| | | | | | | 2,857,913 | |
Semiconductors & Semiconductor Equipment — 3.5% | | | | | | | | |
Texas Instruments, Inc. (United States) | | | 9,094 | | | | 1,502,420 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (CONCLUDED)
AUGUST 31, 2022
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Software — 3.6% | | | | | | | | |
Adobe, Inc. (United States)* | | | 2,063 | | | $ | 770,406 | |
Autodesk, Inc. (United States)* | | | 3,870 | | | | 780,734 | |
| | | | | | | 1,551,140 | |
Specialty Retail — 10.0% | | | | | | | | |
AutoZone, Inc. (United States)* | | | 586 | | | | 1,241,857 | |
Home Depot, Inc., (The) (United States) | | | 5,273 | | | | 1,520,839 | |
Lowe’s Cos., Inc. (United States) | | | 7,615 | | | | 1,478,376 | |
| | | | | | | 4,241,072 | |
Technology Hardware, Storage & Peripherals — 6.8% | | | | | | | | |
Apple, Inc. (United States) | | | 3,771 | | | | 592,876 | |
Hewlett Packard Enterprise Co. (United States) | | | 84,638 | | | | 1,151,077 | |
HP, Inc. (United States) | | | 39,722 | | | | 1,140,419 | |
| | | | | | | 2,884,372 | |
Total Common Stocks (Cost $43,073,235) | | | | | | | 42,275,093 | |
| | | | | | | | |
Short-Term Investments — 0.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00% (United States)(a) | | | 228,584 | | | | 228,584 | |
Total Short-Term Investments (Cost $228,584) | | | | | | | 228,584 | |
| | | | | | | | |
Total Investments (Cost $43,301,819) — 99.9% | | | | | | | 42,503,677 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 25,893 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 1,715,000 shares outstanding) | | | | | | $ | 42,529,570 | |
* | Non-income producing security. |
PLC | Public Limited Company |
(a) | The rate shown is as of August 31, 2022. |
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, 2022
ASSETS | | | | |
Investments in securities of unaffiliated issurers, at value (cost $43,073,235) | | $ | 42,275,093 | |
Short-term investments, at value (cost $228,584) | | | 228,584 | |
Receivables for: | | | | |
Dividends | | | 57,437 | |
Total assets | | | 42,561,114 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 31,544 | |
Total liabilities | | | 31,544 | |
Net assets | | $ | 42,529,570 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 1,715 | |
Paid-in capital | | | 45,018,226 | |
Total distributable earnings/(losses) | | | (2,490,371 | ) |
Net assets | | $ | 42,529,570 | |
| | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,715,000 | |
Net asset value, price per share | | | 24.80 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Statement of Operations
FOR THE YEAR ENDED AUGUST 31, 2022
INVESTMENT INCOME | | | | |
Dividends (Less foreign taxes withheld $28) | | $ | 610,555 | |
Total investment income | | | 610,555 | |
| | | | |
EXPENSES | | | | |
Advisory fees (Note 3) | | | 363,829 | |
Total expenses | | | 363,829 | |
Expense fees (waived)/reimbursed | | | (38,298 | ) |
Net expenses after waivers/reimbursements | | | 325,531 | |
Net investment income/(loss) | | | 285,024 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | (4,552,863 | ) |
Net realized gain/(loss) from redemption in-kind | | | 2,995,770 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (3,140,125 | ) |
Net realized and unrealized gain/(loss) on investments | | | (4,697,218 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (4,412,194 | ) |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
STATEMENTS of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2022 | | | FOR THE period ENDED AUGUST 31, 2021* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 285,024 | | | $ | 29,240 | |
Net realized gain/(loss) from investments | | | (1,557,093 | ) | | | 1,400,128 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (3,140,125 | ) | | | 2,341,983 | |
Net increase/(decrease) in net assets resulting from operations | | | (4,412,194 | ) | | | 3,771,351 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (164,737 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (164,737 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 34,013,802 | | | | 62,522,221 | |
Shares redeemed | | | (24,191,858 | ) | | | (29,009,015 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 9,821,944 | | | | 33,513,206 | |
Total increase/(decrease) in net assets | | | 5,245,013 | | | | 37,284,557 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 37,284,557 | | | | — | |
End of period | | $ | 42,529,570 | | | $ | 37,284,557 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,245,000 | | | | 2,470,000 | |
Shares redeemed | | | (870,000 | ) | | | (1,130,000 | ) |
Net increase/(decrease) in shares outstanding | | | 375,000 | | | | 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 periods. This information has been derived from information provided in the financial statements.
| | For the YEAR Ended august 31, 2022 | | | For the Period Ended august 31, 2021(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 27.82 | | | $ | 25.00 | |
Net investment income/(loss)(2) | | | 0.20 | | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | (3.10 | ) | | | 2.80 | |
Net increase/(decrease) in net assets resulting from operations | | | (2.90 | ) | | | 2.82 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (0.10 | ) | | | — | |
Net realized capital gains | | | (0.02 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.12 | ) | | | — | |
Net asset value, end of period | | $ | 24.80 | | | $ | 27.82 | |
Market value, end of period | | $ | 24.83 | | | $ | 27.91 | |
Total investment return/(loss) on net asset value(3) | | | -10.50 | % | | | 11.23 | %(5) |
Total investment return/(loss) on market price(4) | | | -10.63 | % | | | 11.56 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 42,530 | | | $ | 37,285 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 0.85 | % | | | 0.85 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 0.95 | % | | | 0.95 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.74 | % | | | 0.19 | %(6) |
Portfolio turnover rate(7) | | | 290 | % | | | 180 | %(5) |
(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, 2022
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 forty-eight separate investment portfolios, including the Stance Equity ESG Large Cap Core ETF (the “Fund”). The Fund commenced investment operations on March 15, 2021.
On July 26, 2022, the Board of Directors of the Company approved an Agreement and Plan of Reorganization with respect to the Fund (the “Plan”). The Plan provides for the sale of all of the assets of the Fund to, and the assumption of all of the liabilities of the Fund by, Hennessy Stance ESG Large Cap ETF (the “Acquiring Fund”), a newly-created series of Hennessy Funds Trust, in exchange for the Acquiring Fund’s shares with the same aggregate net asset value as shares of the Fund, which would be distributed pro rata by the Fund to the holders of its shares in complete liquidation of the Fund (the “Reorganization”). Hennessy Advisors, Inc. is the investment adviser of the Acquiring Fund. The investment objectives, investment policies and strategies of the Acquiring Fund and the Fund are the same or substantially similar. The Reorganization is subject to approval by the shareholders of the Fund. A special meeting of shareholders of the Fund will be scheduled to seek approval of the Plan and the related Reorganization (the “Shareholder Meeting”). A related proxy statement in connection with the Shareholder Meeting that further describes the Plan and the Reorganization will be distributed in advance of the Shareholder Meeting.
RBB has authorized capital of one hundred billion shares of common stock of which 90.023 billion shares are currently classified into two hundred and eleven 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, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (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.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
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 | | $ | 42,275,093 | | | $ | 42,275,093 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 228,584 | | | | 228,584 | | | | — | | | | — | |
Total Investments* | | $ | 42,503,677 | | | $ | 42,503,677 | | | $ | — | | | $ | — | |
* | 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.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
During the current fiscal period, the Fund had no Level 3 transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. Certain expenses are shared with The RBB Fund Trust (formerly, 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. As discussed further in Note 3, most expenses of the Fund are paid by the Adviser under a unitary fee arrangement.
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 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.
UKRAINE-RUSSIA CONFLICT RISK — In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Fund may have to issuers located in these countries.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
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 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.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
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, 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, 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 its’ unitary management fee 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 31, 2023 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after March 31, 2023.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
During the current fiscal period, investment advisory fees accrued and waived were as follows:
| GROSS ADVISORY FEES | | | RECOUPMENT/ WAIVERS | | | NET ADVISORY FEES | |
| $ | 363,829 | | | $ | (38,298 | ) | | $ | 325,531 | |
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC, an affiliate of the Adviser, is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, 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:
| Purchase | | | Sales | |
| $ | 111,220,754 | | | $ | 110,708,087 | |
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:
| Purchase | | | Sales | |
| $ | 33,483,746 | | | $ | 24,012,164 | |
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
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, 2022 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, 2022, 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) | |
| $ | 43,430,659 | | | $ | 1,560,805 | | | $ | (2,487,787 | ) | | $ | (926,982 | ) |
Permanent differences as of August 31, 2022, primarily attributable to tax fiscal year end October 31, 2021 redemptions-in-kind and transfer-in-kind cost basis difference between GAAP and tax, were reclassified among the following accounts:
| DISTRIBUTABLE EARNINGS/(LOSS) | | | PAID-IN CAPITAL | |
| $ | (1,684,791 | ) | | $ | 1,684,791 | |
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2022
The tax basis of undistributed earnings for the fiscal tax year ended October 31, 2021, shown below represents distribution requirements met by the Fund subsequent to the fiscal tax year end in order to satisfy income tax requirements:
| UNDISTRIBUTED ORDINARY INCOME | | | UNDISTRIBUTED LONG-TERM GAINS | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
| $ | 69,170 | | | $ | 30,318 | | | $ | 2,014,900 | |
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2022 and August 31, 2021 was a follows:
| | ORDINARY INCOME | | | LONG-TERM GAINS | | | total | |
2022 | | $ | 134,419 | | | $ | 30,318 | | | $ | 164,737 | |
2021 | | | — | | | | — | | | | — | |
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.
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 $300, 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. Shares of the Fund have equal rights and privileges.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (CONCLUDED)
AUGUST 31, 2022
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. The Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Fund.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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, 2022, the related statement of operations for the year ended August 31, 2022, the statements of changes in net assets for the year ended August 31, 2022 and for the period March 15, 2021 (commencement of operations) through August 31, 2021, including the related notes, and the financial highlights for the year ended August 31, 2022 and 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, 2022, the results of its operations for the year then ended, the changes in its net assets for the year ended August 31, 2022 and for the period March 15, 2021 (commencement of operations) through August 31, 2021 and the financial highlights for the year ended August 31, 2022 and 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 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, 2022 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 28, 2022
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, the following dividends and distributions were paid by the Fund:
| Ordinary Income | | | Long-Term Gains | |
| $ | 134,419 | | | $ | 30,318 | |
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, 2022 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 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 2023.
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.
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 Fund. The Programs seek to assess, manage and review the Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that the 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 Liquidity Risk Management Committee of the Adviser as the program administrator for the Adviser Program. The process of monitoring and determining the liquidity of the Fund’s investments is supported by one or more third-party vendors.
At meetings held during the current 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 July 1, 2021 to December 31, 2021 (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 the Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of the Fund’s portfolio investments and the Adviser’s assessment that the Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of the Fund’s trading environment and reasonably anticipated trading size; (iii) that the 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 the Fund did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) confirmation that the Fund did not breach 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) during the Period 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 the 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.
Stance Equity ESG Large Cap Core ETF
Notice to Shareholders (CONtinued)
(Unaudited)
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in the 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 Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
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 Red Gate and the Company (the “Investment Advisory Agreement”) on behalf of the Stance Equity ESG Large Cap Core ETF (for this section only, “Fund”) and the Sub-Advisory Agreements between Red Gate and each of Stance Capital, LLC and Vident Investment Advisory, LLC (each a “Sub-Adviser” and together the “Sub-Advisers”) at a meeting of the Board held on May 11-12, 2022 (for this section only, 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 Red Gate 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 Red Gate with respect to the Fund and the Sub-Advisory Agreements between Red Gate and each Sub-Adviser 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 Red Gate’s and the Sub-Advisers’ services provided to the Fund; (ii) descriptions of the experience and qualifications of Red Gate’s and the Sub-Advisers’ 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 arrangement with the Company and other similarly managed clients; (vii) Red Gate’s and the Sub-Advisers’ compliance policies and procedures; (viii) Red Gate’s and the Sub-Advisers’ 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 its respective benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Red Gate and each Sub-Adviser. The Directors concluded that Red Gate and each Sub-Adviser had substantial resources to provide services to the Fund and that Red Gate’s and the Sub-Advisers’ services had been acceptable.
The Directors also considered the investment performance of the Fund and considered the Fund’s investment performance in light of its investment objectives and investment strategies. The Directors concluded that the investment performance of the Fund as compared to its respective benchmarks and Lipper Group was acceptable.
Stance Equity ESG Large Cap Core ETF
Notice to Shareholders (CONCLUDED)
(Unaudited)
The Directors then noted the performance of the Fund. The Directors noted the Fund had underperformed its benchmark for the year-to-date and since-inception periods ended March 31, 2022. The Directors also noted that the Fund ranked in the 2nd quintile in its Lipper Performance Group for the since-inception period ended December 31, 2021.
The Board also considered the advisory fee rates 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 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 also considered the fees payable to each Sub-Adviser under the Sub-Advisory Agreement.
The Directors noted that the actual advisor fee and the total expenses of the Fund ranked in the 5th quintile of its Lipper Expense Group.
The Board also took into consideration that the advisory fee for the Fund was a “unitary fee,” meaning the Fund paid no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses. The Board noted that Red Gate continued to be responsible for compensating the Company’s other service providers and paying other expenses of the Fund out of its own fees and resources.
After reviewing Red Gate’s and the Sub-Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Red Gate and the Sub-Advisers, the Directors concluded that the investment advisory fees to be paid by the Fund to Red Gate 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, 2023.
Stance Equity ESG Large Cap Core ETF
Privacy Notice
(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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
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: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | 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: 84 | 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). | 55 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
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 |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
(This Page Intentionally Left Blank.)
(This Page Intentionally Left Blank.)
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
Annual Report
August 31, 2022
US Treasury 10 Year Note ETF | (Nasdaq: UTEN)
US Treasury 2 Year Note ETF | (Nasdaq: UTWO)
US Treasury 3 Month Bill ETF | (Nasdaq: TBIL)
Each a series of The RBB Fund, Inc.
F/m Investments, LLC d/b/a North Slope Capital, LLC
Table of Contents | |
| |
Letter to Shareholders | 1 |
Performance Data | 2 |
Fund Expense Examples | 5 |
Schedules of Investments | 7 |
Financial Statements | 10 |
Notes to Financial Statements | 18 |
Report of Independent Registered Public Accounting Firm | 26 |
Shareholder Tax Information | 27 |
Notice to Shareholders | 28 |
Directors and Officers | 32 |
US Benchmark Series
Letter to Shareholders
August 31, 2022 (Unaudited)
| F/m Investments LLC d/b/a North Slope Capital, LLC 3050 K Street NW Suite 201 Washington, DC 20007 |
US Treasury 3 Month Bill ETF (TBIL)
US Treasury 2 Year Note ETF (UTWO)
US Treasury 10 Year Note ETF (UTEN)
The “Funds”
August 31, 2022
Dear Shareholder:
We launched the Funds on August 8 of this year with a simple purpose: to provide investors simplified access to ubiquitous Benchmark US Treasury securities. Despite their long history, deep liquidity, and excellent risk management characteristics, owning individual US Treasuries has remained frustratingly difficult. Price discovery is limited, the underlying math can be confusing, and resulting cash flows1 from ownership are messy.
Many high-quality funds owning multiple US Treasuries are available. They however lack the precision and characteristics of holding individual bonds which investment managers – ourselves included – regularly provide in separately managed accounts. With interest rates rising rapidly, and investor demand for treasuries following in kind, we felt investors needed simple, direct access to the same tools available to professional investors.
We are pleased with the positive reception the press, our colleagues, and most importantly you have afforded the Funds. Despite being less than a month old, the future looks bright for the Funds. In coming correspondence and future letters like this one we look forward to providing you more detailed information about the Funds and our insights into the markets.
Be well. Do good work. Keep in touch.
Respectfully yours,
| | |
Alexander Morris | | Peter Baden |
(1) | Cash Flows - the transfer and classification for tax and other purposes of cash between buyers, sellers, and holders of a security. |
Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about the Fund, please call 1-800-617-0004 or visit our website at www.ustreasuryetf.com. Read the prospectus or summary prospectus carefully before investing.
As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise.
Investments involve risk. Principal loss is possible.
Distributed by Quasar Distributors, LLC
US Treasury 10 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2022 |
| Since Inception | Inception Date |
US Treasury 10 Year Note ETF | -3.00% | 8/8/2022 |
ICE BofA Current 10-Year US Treasury Index* | -2.99%(1) | — |
Fund Expense Ratio (2): 0.15% | | |
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 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 ICE BofA Current 10-Year US Treasury Index is a single security index comprised of the most recently issued 10-year US Treasury note. |
US Treasury 2 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2022 |
| Since Inception | Inception Date |
US Treasury 2 Year Note ETF | -0.20% | 8/8/2022 |
ICE BofA Current 2-Year US Treasury Index* | -0.23%(1) | — |
Fund Expense Ratio (2): 0.15% | | |
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 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 ICE BofA Current 2-Year US Treasury Index is a single security index comprised of the most recently issued 2-year US Treasury note. |
US Treasury 3 Month Bill ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2022 |
| Since Inception | Inception Date |
US Treasury 3 Month Bill ETF | 0.10% | 8/8/2022 |
ICE BofA US 3-Month Treasury Bill Index* | 0.12%(1) | — |
Fund Expense Ratio (2): 0.15% | | |
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 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 ICE BofA US 3-Month Treasury Bill Index is a single security index comprised of the most recently issued 3-Month Treasury bill . |
US Benchmark Series
Fund Expense Examples
August 31, 2022 (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 any) and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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, 2022 through August 31, 2022, and held for the entire period. The actual values and expenses are based on the 23-day period from inception on August 8, 2022 through August 31, 2022.
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.
US Benchmark Series
Fund Expense Examples (Concluded)
August 31, 2022 (Unaudited)
| | Beginning Account Value March 1, 2022 | | | Ending Account Value August 31, 2022 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | Actual Since Inception Total Investment Returns for the Funds | |
US Treasury 10 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 970.00 | | | $ | 0.09 | | | | 0.15 | % | | | -3.00 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 2 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 998.00 | | | $ | 0.09 | | | | 0.15 | % | | | -0.20 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 3 Month Bill ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,001.00 | | | $ | 0.09 | | | | 0.15 | % | | | 0.10 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
* | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2022 through August 31, 2022, 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 August 8, 2022 through August 31, 2022 multiplied by 23 days, which is the number of days from the Funds’ inception through August 31, 2022. 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. |
US Treasury 10 Year Note ETF
Schedule of Investments
August 31, 2022
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.8% | | | | | | | | | | | | | | | | |
United States Treasury Note | | | 2.750 | % | | | 08/15/32 | | | | 20,973 | | | $ | 20,291,378 | |
TOTAL U.S. GOVERNMENT NOTES/BONDS | | | | | | | | | | | | | | | | |
(Cost $20,793,433) | | | | | | | | | | | | | | | 20,291,378 | |
| | | | | | | | Number of shares (000’s) | | | | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | | | | | | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 0.1% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | | | | | | | | | 18 | | | | 17,643 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $17,643) | | | | | | | | | | | | | | | 17,643 | |
TOTAL INVESTMENTS — 99.9% | | | | | | | | | | | | | | | | |
(Cost $20,811,076) | | | | | | | | | | | | | | | 20,309,021 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | | | | | | | | | 24,868 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 20,333,889 | |
(a) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 2 Year Note ETF
Schedule of Investments
August 31, 2022
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 100.0% | | | | | | | | | | | | | | | | |
United States Treasury Note | | | 3.250 | % | | | 08/31/24 | | | | 17,968 | | | $ | 17,899,216 | |
TOTAL U.S. GOVERNMENT NOTES/BONDS | | | | | | | | | | | | | | | | |
(Cost $17,905,112) | | | | | | | | | | | | | | | 17,899,216 | |
| | | | | | | | Number of shares (000’s) | | | | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 0.0% | | | | | | | | | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 0.0% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | | | | | | | | | 7 | | | | 6,498 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $6,498) | | | | �� | | | | | | | | | | | 6,498 | |
TOTAL INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
(Cost $17,911,610) | | | | | | | | | | | | | | | 17,905,714 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | | | | | | | | | 857 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 17,906,571 | |
(a) | The rate shown is as of August 31, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Month Bill ETF
Schedule of Investments
August 31, 2022
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 100.0% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 2.876 | % | | | 11/25/22 | | | | 39,101 | | | $ | 38,841,437 | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | | | | | | | | | |
(Cost $38,840,653) | | | | | | | | | | | | | | | 38,841,437 | |
| | | | | | | | Number of shares (000’s) | | | | |
| | | | | | | | | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 0.0% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 2.00%(a) | | | | | | | | | | | 6 | | | | 5,571 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | | | | | | | | | |
(Cost $5,571) | | | | | | | | | | | | | | | 5,571 | |
TOTAL SHORT-TERM INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
(Cost $38,846,224) | | | | | | | | | | | | | | | 38,847,008 | |
TOTAL INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
(Cost $38,846,224) | | | | | | | | | | | | | | | 38,847,008 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | | | | | | | | | (3,106 | ) |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 38,843,902 | |
* | 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, 2022. |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Assets and Liabilities
August 31, 2022
| | US Treasury 10 Year Note ETF | | | US Treasury 2 Year Note ETF | | | US Treasury 3 Month Bill ETF | |
ASSETS | | | | | | | | | | | | |
Investments in securities of unaffiliated issurers, at value (cost $20,793,433 and $17,905,112 and $—, respectively) | | $ | 20,291,378 | | | $ | 17,899,216 | | | $ | — | |
Short-term investments, at value (cost $17,643, $6,498 and $38,846,224, respectively) | | | 17,643 | | | | 6,498 | | | | 38,847,008 | |
Receivables for: | | | | | | | | | | | | |
Interest | | | 26,658 | | | | 1,604 | | | | 5 | |
Total assets | | | 20,335,679 | | | | 17,907,318 | | | | 38,847,013 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Advisory fees | | | 1,790 | | | | 747 | | | | 3,111 | |
Total liabilities | | | 1,790 | | | | 747 | | | | 3,111 | |
Net assets | | $ | 20,333,889 | | | $ | 17,906,571 | | | $ | 38,843,902 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 420 | | | $ | 360 | | | $ | 780 | |
Paid-in capital | | | 20,940,330 | | | | 17,935,751 | | | | 38,807,300 | |
Total distributable earnings/(losses) | | | (606,861 | ) | | | (29,540 | ) | | | 35,822 | |
Net assets | | $ | 20,333,889 | | | $ | 17,906,571 | | | $ | 38,843,902 | |
| | | | | | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 420,000 | | | | 360,000 | | | | 780,000 | |
Net asset value and redemption price per share | | $ | 48.41 | | | $ | 49.74 | | | $ | 49.80 | |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Operations
FOR THE Period ENDED August 31, 2022(1)
| | US Treasury 10 Year Note ETF | | | US Treasury 2 Year Note ETF | | | US Treasury 3 Month Bill ETF | |
INVESTMENT INCOME | | | | | | | | | | | | |
Interest income | | $ | 34,833 | | | $ | 18,394 | | | $ | 57,349 | |
Total investment income | | | 34,833 | | | | 18,394 | | | | 57,349 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 3) | | | 1,790 | | | | 747 | | | | 3,111 | |
Total expenses | | | 1,790 | | | | 747 | | | | 3,111 | |
Net investment income/(loss) | | | 33,043 | | | | 17,647 | | | | 54,238 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | (137,849 | ) | | | (41,291 | ) | | | (19,200 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (502,055 | ) | | | (5,896 | ) | | | 784 | |
Net realized and unrealized gain/(loss) | | | (639,904 | ) | | | (47,187 | ) | | | (18,416 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (606,861 | ) | | $ | (29,540 | ) | | $ | 35,822 | |
(1) | Inception date of the Funds was August 8, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 10 Year Note ETF
Statement of Changes in Net Assets
| | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 33,043 | |
Net realized gain/(loss) from investments | | | (137,849 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (502,055 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (606,861 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 20,940,800 | |
Shares redeemed | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 20,940,750 | |
Total increase/(decrease) in net assets | | | 20,333,889 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 20,333,889 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 420,001 | |
Shares redeemed | | | (1 | ) |
Net increase/(decrease) in shares | | | 420,000 | |
(1) | Inception date of the Fund was August 8, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 2 Year Note ETF
Statement of Changes in Net Assets
| | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 17,647 | |
Net realized gain/(loss) from investments | | | (41,291 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (5,896 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (29,540 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 17,936,161 | |
Shares redeemed | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 17,936,111 | |
Total increase/(decrease) in net assets | | | 17,906,571 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 17,906,571 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 360,001 | |
Shares redeemed | | | (1 | ) |
Net increase/(decrease) in shares | | | 360,000 | |
(1) | Inception date of the Fund was August 8, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Month Bill ETF
Statement of Changes in Net Assets
| | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 54,238 | |
Net realized gain/(loss) from investments | | | (19,200 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 784 | |
Net increase/(decrease) in net assets resulting from operations | | | 35,822 | |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 38,808,130 | |
Shares redeemed | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 38,808,080 | |
Total increase/(decrease) in net assets | | | 38,843,902 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 38,843,902 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 780,001 | |
Shares redeemed | | | (1 | ) |
Net increase/(decrease) in shares | | | 780,000 | |
(1) | Inception date of the Fund was August 8, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 10 Year Note 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, | |
| | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 49.91 | |
Net investment income/(loss)(2) | | | 0.09 | |
Net realized and unrealized gain/(loss) from investments | | | (1.59 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (1.50 | ) |
Net asset value, end of period | | $ | 48.41 | |
Market value, end of period | | $ | 48.26 | |
Total investment return/(loss) on net asset value(3) | | | (3.00 | )%(5) |
Total investment return/(loss) on market price(4) | | | (3.31 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 20,334 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 2.77 | %(6) |
Portfolio turnover rate | | | 97 | %(5) |
(1) | Inception date of the Fund was August 8, 2022. |
(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.
US Treasury 2 Year Note 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, | |
| | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 49.84 | |
Net investment income/(loss)(2) | | | 0.11 | |
Net realized and unrealized gain/(loss) from investments | | | (0.21 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (0.10 | ) |
Net asset value, end of period | | $ | 49.74 | |
Market value, end of period | | $ | 49.74 | |
Total investment return/(loss) on net asset value(3) | | | (0.20 | )%(5) |
Total investment return/(loss) on market price(4) | | | (0.20 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 17,907 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.54 | %(6) |
Portfolio turnover rate | | | 100 | %(5) |
(1) | Inception date of the Fund was August 8, 2022. |
(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.
US Treasury 3 Month Bill 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, | |
| | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 49.75 | |
Net investment income/(loss)(2) | | | 0.09 | |
Net realized and unrealized gain/(loss) from investments | | | (0.04 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.05 | |
Net asset value, end of period | | $ | 49.80 | |
Market value, end of period | | $ | 49.81 | |
Total investment return/(loss) on net asset value(3) | | | 0.10 | %(5) |
Total investment return/(loss) on market price(4) | | | 0.12 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 38,844 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 2.61 | %(6) |
Portfolio turnover rate | | | 0 | %(5) |
(1) | Inception date of the Fund was August 8, 2022. |
(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.
US Benchmark Series
Notes to Financial Statements
August 31, 2022
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 forty-eight separate investment portfolios, including the US Treasury 10 Year Note ETF, the US Treasury 2 Year Note ETF, and the US Treasury 3 Month Bill ETF (each a “Fund” and together the “Funds”). The Funds commenced investment operations on August 8, 2022.
RBB has authorized capital of one hundred billion shares of common stock of which 90.023 billion shares are currently classified into two hundred and eleven classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the US Treasury 10 Year Note ETF, the US Treasury 2 Year Note ETF, and the US Treasury 3 Month Bill ETF is to seek investment results that correspond (before fees and expenses) generally to the price and yield of its corresponding benchmark index (“Underlying Index”): the ICE Bofa Current 10-Year US Treasury Index, ICE Bofa Current 2-Year US Treasury Index, and ICE Bofa US 3-Month Treasury Bill Index, respectively.
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, 2022, and the period covered by these Notes to Financial Statements is the fiscal period since inception from August 8, 2022 through August 31, 2022 (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. 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 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:
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
US TREASURY 10 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 20,291,378 | | | $ | — | | | $ | 20,291,378 | | | $ | — | |
Short-Term Investments | | | 17,643 | | | | 17,643 | | | | — | | | | — | |
Total Investments* | | $ | 20,309,021 | | | $ | 17,643 | | | $ | 20,291,378 | | | $ | — | |
US TREASURY 2 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 17,899,216 | | | $ | — | | | $ | 17,899,216 | | | $ | — | |
Short-Term Investments | | | 6,498 | | | | 6,498 | | | | — | | | | — | |
Total Investments* | | $ | 17,905,714 | | | $ | 6,498 | | | $ | 17,899,216 | | | $ | — | |
US TREASURY 3 MONTH BILL ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 38,847,008 | | | $ | 5,571 | | | $ | 38,841,437 | | | $ | — | |
Total Investments* | | $ | 38,847,008 | | | $ | 5,571 | | | $ | 38,841,437 | | | $ | — | |
* | 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 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
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
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 The RBB Fund Trust (formerly, 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 — Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to its shareholders. Each Fund expects to declare and pay distributions, if any, monthly, however it may declare and pay distributions more or less frequently. Net realized capital gains (including net short-term capital gains), if any, will be distributed by each Fund at least annually. Brokers may make the DTC book-entry dividend reinvestment service available to their customers who own a Fund’s Shares. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole Shares of that Fund purchased on the secondary market. Without this service, investors would receive their distributions in cash. In order to achieve the maximum total return on their investments, investors are encouraged to use the dividend reinvestment service. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker. Brokers may require a Fund’s shareholders to adhere to specific procedures and timetables.
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 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.
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.
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.
Cash Equivalents and Short-Term Investments - The Funds may invest in cash, cash equivalents, and a variety of short-term instruments in such proportions as warranted by prevailing market conditions and the Funds’ principal investment strategies. The Funds may temporarily invest without limit in such instruments for liquidity purposes, or in an attempt to respond to adverse market, economic, political or other conditions. During such periods, a Fund may not be able to achieve its investment objective.
Illiquid Investments - Pursuant to Rule 22e-4 under the 1940 Act, a Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investment as defined in Rule 22e-4 is an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions within 7 calendar days or less without the sale or disposition significantly changing the market value of the investment. These investments may include restricted securities and repurchase agreements maturing in more than 7 days. Restricted securities are securities that may not be sold to the public without an effective
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and thus may be sold only in privately negotiated transactions or pursuant to an exemption from registration. Subject to the adoption of guidelines by the Board of Directors of the Company (“Board”), certain restricted securities that may be sold to institutional investors pursuant to Rule 144A under the 1933 Act and non-exempt commercial paper may be determined to be liquid by the Adviser. Illiquid investments involve the risk that the investments will not be able to be sold at the time the Adviser desires or at prices approximating the value at which a Fund is carrying the investments. To the extent an investment held by a Fund is deemed to be an illiquid investment or a less liquid investment, a Fund will be exposed to a greater liquidity risk.
Inflation Protected Securities - Each Fund may invest in inflation protected securities. Inflation protected securities are fixed income securities designed to provide protection against the negative effects of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.
Other Investment Companies - Each Fund may invest in other investment companies, including open-end funds, closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”) registered under the 1940 Act that invest primarily in Fund eligible investments. Under the 1940 Act, a Fund’s investment in such securities is generally limited to 3% of the total voting stock of any one investment company; 5% of such Fund’s total assets with respect to any one investment company; and 10% of such Fund’s total assets in the aggregate. A Fund’s investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.
U.S. Government Securities - Each Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.
Zero-Coupon and Step Coupon Securities - Each Fund may invest in zero-coupon and step coupon securities. Zero-coupon securities pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Step coupon securities are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. Both zero-coupon and step coupon securities are issued at substantial discounts from their value at maturity. Because interest on these securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while such securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.
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 U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for U.S. Government Securities.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
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. A Fund, as an investor in a money market fund, will indirectly bear that fund’s fees and expenses, which 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
Each Fund pays all of its expenses other than those expressly assumed by F/m Investments, LLC d/b/a North Slope Capital, 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 Agreement between the Adviser and the Company on behalf of each Fund. The Adviser is controlled by F/m Acceleration, LLC, a Delaware limited liability company, and EQSF Holdings, LLC, a Delaware limited liability company owned by three officers of the Company. The Funds compensate the Adviser with a unitary management fee for its services at an annual rate of 0.15% of each Fund’s average daily net assets during the month. From the unitary management fee, the Adviser pays most of the expenses of each Fund, including transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business. The Adviser will not be liable for any error of judgment, mistake of law, or for any loss suffered by a Fund in connection with the performance of the Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its obligations and duties under the Advisory Agreement.
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
US Treasury 10 Year Note ETF | | $ | 1,790 | |
US Treasury 2 Year Note ETF | | | 747 | |
US Treasury 3 Month Bill ETF | | | 3,111 | |
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 (“Quasar”), 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 Funds’ unitary fee, the Adviser compensates Fund Services and the Custodian for services provided.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
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 Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated by the Company 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.
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 | | U.S. GOVERNMENT PURCHASES | | | U.S. GOVERNMENT SALES | |
US Treasury 10 Year Note ETF | | $ | 19,818,945 | | | $ | 19,689,100 | |
US Treasury 2 Year Note ETF | | | 29,343,515 | | | | 17,859,664 | |
US Treasury 3 Month Bill ETF | | | — | | | | — | |
During the current fiscal period, aggregate purchases and sales of in-kind transactions (excluding short-term investments) of the Funds were as follows:
FUND | | U.S. GOVERNMENT IN-KIND PURCHASES | | | U.S. GOVERNMENT IN-KIND SALES | |
US Treasury 10 Year Note ETF | | $ | 20,801,647 | | | $ | — | |
US Treasury 2 Year Note ETF | | | 6,461,211 | | | | — | |
US Treasury 3 Month Bill ETF | | | — | | | | — | |
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. Since the Funds did not have a full fiscal year, the tax cost of investments is the same as noted in the Schedule of Investments.
As of August 31, 2022, 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) | |
US Treasury 10 Year Note ETF | | $ | 20,811,076 | | | $ | — | | | $ | (502,055 | ) | | $ | (502,055 | ) |
US Treasury 2 Year Note ETF | | | 17,911,610 | | | | 13 | | | | (5,909 | ) | | | (5,896 | ) |
US Treasury 3 Month Bill ETF | | | 38,846,224 | | | | 784 | | | | — | | | | 784 | |
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2022
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, 2022, there were no permanent differences between distributable earnings/(loss) and paid-in capital, respectively.
As of August 31, 2022, 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) | | | CAPITAL LOSS CARRYOVER | | | QUALIFIED LATE- YEAR LOSS | |
US Treasury 10 Year Note ETF | | $ | 33,043 | | | $ | — | | | $ | (502,055 | ) | | $ | (137,849 | ) | | $ | — | |
US Treasury 2 Year Note ETF | | | 17,647 | | | | — | | | | (5,896 | ) | | | (41,291 | ) | | | — | |
US Treasury 3 Month Bill ETF | | | 54,238 | | | | — | | | | 784 | | | | (19,200 | ) | | | — | |
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.
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, 2022, the US Treasury 10 Year Note ETF had unexpiring short-term losses of $137,849, the US Treasury 2 Year Note ETF had unexpiring short-term losses of $41,291 and the US Treasury 3 Month Bill ETF had unexpiring short-term losses of $19,200.
6. SHARE TRANSACTIONS
Shares of the Funds are listed and traded on the NASDAQ, 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 10,000 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 $300, 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.
US Benchmark Series
Notes to Financial Statements (concluded)
August 31, 2022
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 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires 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. Each Fund is required to comply with Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require a Fund to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Fund to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could 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 Funds will be required to comply with the rules by September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the 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:
Reverse Repurchase Agreements
On September 28, 2022, the Company filed a Supplement to the Funds’ Prospectus and Statement of Additional Information, each dated August 6, 2022, reflecting a change to each Fund’s investment strategy: each Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed).
Management has evaluated subsequent events through the date the financial statements were issued and determined that no additional events occurred that require disclosure.
US Benchmark Series
Report of Independent Registered
Public Accounting Firm
To the Shareholders of US Treasury 10 Year Note ETF, US Treasury 2 Year Note ETF, and
US Treasury 3 Month Bill ETF and Board of Directors of The RBB Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of US Treasury 10 Year Note ETF, US Treasury 2 Year Note ETF and US Treasury 3 Month Bill ETF (the “Funds”), each a series of The RBB Fund, Inc., as of August 31, 2022, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period August 8, 2022 (commencement of operations) through August 31, 2022 (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, 2022, the results of their operations, the changes in net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the 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 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.
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, 2022, by correspondence with the custodian. 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 audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies advised by F/M Investments, LLC since 2021.
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 28, 2022
US Benchmark Series
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, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. During the fiscal year ended August 31, 2022, 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 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 2023.
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.
US Benchmark Series
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 www.ustreasuryetf.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 approval of the investment advisory agreement between the Adviser and the Company (the “Investment Advisory Agreement”) on behalf of the US Treasury 10 Year Note ETF, US Treasury 2 Year Note ETF, and US Treasury 3 Month Bill ETF (each a “Fund” and together the “Funds”), at meetings of the Board held on May 11-12, 2022 and July 26, 2022 (collectively, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an initial term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment. In approving the Investment Advisory Agreement, the Board considered information provided by the Adviser with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Investment Advisory Agreement between the Company and the Adviser 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 the Adviser’s services to be provided to the Funds; (ii) descriptions of the experience and qualifications of the Adviser’s personnel providing those services; (iii) Adviser’s investment philosophies and processes; (iv) Adviser’s assets under management and client descriptions; (v) Adviser’s advisory fee arrangement with the Company; (vi) Adviser’s compliance policies and procedures; (vii) Adviser’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; and (ix) information comparing each Fund’s proposed management fees to those of peer funds.
As part of their review, the Directors considered the nature, extent and quality of the services to be provided by the Adviser. The Directors concluded that the Adviser had substantial resources to provide services to the Funds.
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 to be paid by each Fund and the Fund’s total operating expense ratio was compared to similar information for ETFs advised by other, unaffiliated investment advisory firms.
After reviewing the information regarding the Adviser’s estimated costs, profitability and economies of scale, and after considering the services to be provided by the Adviser, the Directors concluded that the unitary management fees to be paid by the Funds to the Advise were fair and reasonable and that the Advisory Agreement should be approved for an initial period ending August 16, 2023.
US Benchmark Series
PRIVACY NOTICE
(Unaudited)
FACTS | WHAT DO US TREASURY 10 YEAR NOTE ETF, US TREASURY 2 YEAR NOTE ETF, AND US TREASURY 3 MONTH BILL ETF (THE “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 Funds choose to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Do the 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 | 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. |
Questions? | Call (800)-617-0004 or go to www.ustreasuryetf.com. |
US Benchmark Series
PRIVACY NOTICE (Continued)
(Unaudited)
What we do | |
How do the 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 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: 1-800-617-0004. 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. |
US Benchmark Series
PRIVACY NOTICE (Concluded)
(Unaudited)
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. Our affiliates include: ● F/m Investments, LLC d/b/a North Slope Capital, LLC, the Funds’ investment adviser. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The 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 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. |
US Benchmark Series
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 1-800-617-0004.
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: 89 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 55 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 55 | 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). | 55 | FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 56 | Director | October 2021 to present | From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC. | 55 | Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm). |
US Benchmark Series
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: 79 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 55 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 74 | Chairman Director | 2005 to present 1991 to present | Retired. | 55 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 62 | 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). | 55 | Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March 2019). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 55 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 84 | 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). | 55 | None. |
US Benchmark Series
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 |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | President | Since August 2022 | From 2011 to 2021, Executive Vice President, PIMCO Investments LLC. | N/A | N/A |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 59 | Chief Compliance Officer | 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, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Chief Financial Officer and Secretary Chief Operating Officer | 2016 to present 2022 to present | Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust; 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: 48 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 39 | 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 |
US Benchmark Series
Directors and Officers (CONCLUDED)
(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: 51 | 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: 63 | 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: 43 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 55 portfolios of the fund complex, consisting of the series in the Company and The RBB Fund 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 or her 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. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. 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. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. 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. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. 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. 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.
(This Page Intentionally Left Blank.)
Investment Adviser
F/m Investments, LLC d/b/a North Slope Capital, LLC
3050K Street NW, Suite W-201
Washington,DC 20007
Administrator and Transfer Agent
U.S.Bank Global Fund Services
P.O. Box 701
Milwaukee,Wisconsin 53201-0701
Custodian
U.S. Bank, N.A.
1555 North River Center Drive, Suite 302
Milwaukee,Wisconsin 53212
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
Underwriter
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 53202
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103-6996
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 2022 | Fiscal Year 2021 |
Ernst & Young LLP | $684,975 | $676,775 |
PricewaterhouseCoopers LLP | $244,811 | $266,548 |
Tait, Weller & Baker | $90,500 | $90,900 |
Cohen | $36,250 | $0 |
Aggregate Fees | $1,056,536 | $1,034,223 |
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 2022 | | Fiscal Year 2021 |
Ernst & Young LLP | $21,500 | | $12,500 |
PricewaterhouseCoopers LLP | $6,600 | | $0 |
Tait, Weller & Baker | $2,800 | | $2,300 |
Cohen | $0 | | $0 |
Aggregate Fees | $30,900 | | $14,800 |
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 2022 | Fiscal Year 2021 |
Ernst & Young LLP | $194,040 | $194,040 |
PricewaterhouseCoopers LLP | $44,046 | $46,750 |
Tait, Weller & Baker | $19,950 | $17,300 |
Cohen | $14,000 | $0 |
Aggregate Fees | $272,036 | $258,090 |
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 2022 | Fiscal Year 2021 |
Ernst & Young LLP | $0 | $0 |
PricewaterhouseCoopers LLP | $0 | $0 |
Tait, Weller & Baker | $0 | $0 |
Cohen | $0 | $0 |
Aggregate Fees | $0 | $0 |
(e)(1) Pre-Approval of Audit and Permitted Non-Audit Services
| 1. | Pre-Approval Requirements of the Company. The Committee shall pre-approve all auditing services and permissible non-audit services (e.g., tax services) to be provided to the Company by the Auditor, including the fees associated with those services. |
| 2. | Pre-Approval Requirements of Affiliates. Additionally, the Committee shall pre-approve any engagement of the Auditor to provide non-audit services to an investment adviser of a Portfolio or to any affiliate of such investment adviser that provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the Company. |
| 3. | Delegation. The Committee may delegate to the Chairman of the Committee, or if the Chairman is not available, one or more of its members, the authority to grant pre-approvals. The decisions of any member to whom authority is delegated shall be presented to the full Committee at its next scheduled meeting. |
| 4. | Prohibited Services. The Committee shall confirm with the Auditor that the Auditor is not performing contemporaneously with the Company’s audit any prohibited non-audit services for the Company, any investment adviser of a Portfolio, or any affiliates of the Company or such investment advisers. The Auditor is responsible for informing the Committee of whether it believes that a particular service is permissible or prohibited pursuant to applicable regulations and standards. |
| (e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
| (f) | The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than 50%. |
| (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 2022 | Fiscal Year 2021 |
Ernst & Young LLP | $215,540 | $206,540 |
PricewaterhouseCoopers LLP | $50,646 | $46,750 |
Tait, Weller & Baker | $22,750 | $19,600 |
Cohen | $14,000 | $0 |
Aggregate Fees | $302,936 | $272,890 |
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | The registrant’s 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.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
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.
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.
(a)(4) 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/ Steven Plump | |
| Steven Plump, President (principal executive officer) | |
| | |
Date | 11/2/2022 | |
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/ Steven Plump | |
| Steven Plump, President (principal executive officer) | |
| | |
Date | 11/2/2022 | |
| | |
By (Signature and Title)* | /s/ James Shaw | |
| James Shaw, Chief Financial Officer (principal financial officer) | |
| | |
Date | 11/2/2022 | |
* Print the name and title of each signing officer under his or her signature.