As filed with the Securities and Exchange Commission on 11/08/2023
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, 2023
Item 1. Reports to Stockholders.
Abbey Capital Futures Strategy Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2023
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report
August 31, 2023 (Unaudited)
Abbey Capital Futures Strategy Fund Annual Report, August 31, 2023
Dear Shareholder,
The Abbey Capital Futures Strategy Fund (the “Fund”) Class I Shares returned -2.83% net of fees for the 12-month fiscal year ended August 31, 2023.
Negative performance was driven by trading in metals, energy and major currencies. Emerging market currencies was the main positive contributor to Fund performance during the 12-month period. The Fund’s core allocation to Diversified Trendfollowing (“Trendfollowing”) strategies generated most of the negative performance, while the performance of the Fund’s non- Trendfollowing allocation was modestly 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 and a multi- adviser fund 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, 2023 (unless otherwise noted)
| 2023 YTD | 1 Year | Sep. 1, 2021 to Aug. 31, 2022 | 5 Years Annualized | ANNUALIZED SINCE INCEPTION ON JULY 1, 2014 |
Class I Shares | -1.36% | -2.83% | 17.72% | 6.12% | 4.99% |
Class A Shares* | -1.55% | -3.05% | 17.40% | 5.84% | 4.73% |
Class A Shares (max load)* | -7.24% | -8.64% | 10.64% | 4.59% | 4.06% |
Class C Shares** | -2.06% | -3.77% | 16.48% | 5.05% | 3.96% |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 3.13% | 4.25% | 0.37% | 1.65% | 1.16% |
Barclay CTA Index*** | 0.28% | -0.38% | 8.34% | 4.19% | 2.64% |
S&P 500® Total Return Index*** | 18.73% | 15.94% | -11.23% | 11.12% | 11.59% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 13, 2023
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. |
1
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2023 (Unaudited)
Abbey Capital Limited (the “Adviser”) has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79%, 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, 2023, 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 1.85%, 2.10% and 2.85% 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, 2022 (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, 2023 was negative overall for Fund performance. The Fund’s Trendfollowing sub-advisers drove losses for the period, while the non-Trendfollowing trading styles were modestly positive in aggregate.
Central bank monetary policy was an important driver of market moves throughout the 12- month period. Most central banks began aggressive interest rate hiking policies during the first half of 2022, and this hawkish shift in policy continued in the second half of the year and into 2023.
Inflation slowed from multi-decade highs during the period, with US inflation falling significantly from its peak in June 2022. The pace at which inflation slowed became a key focus for investors as markets tried to anticipate central bank policy responses to falling, albeit elevated, inflation. As we moved into 2023, central banks continued to raise rates, but in smaller increments. Investor focus shifted away from forecasting how high interest rates could go, and instead moved towards assessing when the peak in global central bank rates may occur and when central banks may begin to start cutting rates.
This slowdown in inflation supported equity returns. Stock markets steadied over the second half of 2022, though this period did see some notable negative and positive months as investors digested both hawkish and dovish central bank guidance. Equities then rallied strongly over the first eight months of 2023 alongside slowing inflation, generally strong corporate earnings, solid US economic data and hopes that we were approaching the end of the global rate hiking cycle.
Commodity markets were challenging for much of the period. Demand uncertainty amid a mixed global growth backdrop was a feature of several markets, with the outlook for the Chinese economy a factor within growth-sensitive markets like energy and base metals. Economic data from China was subdued for much of the period, while the reopening of the Chinese economy post-lockdowns in early 2023 ultimately stuttered and the anticipated rebound in economic activity proved weaker than expected. Offsetting this uncertain demand backdrop were supply concerns in some markets, for example in crude oil where OPEC+ production cuts were a feature, as well as in several agricultural markets like cocoa and sugar. This combination of supply and demand considerations contributed to a lack of clear trends and frequent price reversals across many commodity markets.
Fund performance from September to December 2022 was negative, with choppy price moves in commodity markets, most notably energy, proving particularly challenging for the Fund’s Trendfollowing sub-advisers. Notable losses in financial contracts occurred in November 2022, when the release of weaker-than-expected US inflation data prompted a dovish revision to market expectations for Federal Reserve monetary policy going forward. This contributed to a notable deviation from year-to-date uptrends in yields and the US Dollar, and supported equity prices.
2
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2023 (Unaudited)
Fund performance was also negative in Q1 2023. Concerns for the global banking sector in March 2023 following the collapse of Silicon Valley Bank caused a sharp move lower in yields and interest rate expectations. This was, in part, due to concerns about the impact of higher interest rates on the broader economy, and as uncertainty about whether the Federal Reserve could maintain a hawkish monetary policy stance intensified. This sharp reversal in yields was negative for many of the Fund’s sub-advisers which held short positions across several fixed income contracts.
The performance backdrop for the Fund improved from April to August 2023 with longer-term price trends re-emerging in currencies and fixed income as expectations for central bank monetary policy turned more hawkish and concerns about the health of the banking sector eased. This proved profitable for the Fund. While Trendfollowing sub-advisers were the primary source of negative Fund performance from September 2022 to March 2023, this trading style led gains through the last five months of the 12-month period.
For the 12-month period overall, the Fund’s allocation to Trendfollowing sub-advisers saw the largest losses at the trading style level. The non-Trendfollowing trading styles were modestly positive in aggregate, with gains for the Short-term and Global Macro sub-advisers outweighing losses for the Value sub-adviser.
The Fund’s largest losses over the 12-month period occurred in metals. Trendfollowing sub-advisers led losses in the sector as price moves were often range-bound and resulted in sharp price reversals at times. In precious metals, positioning in silver and gold transitioned between long and short as sustained price trends failed to emerge, leading to steady losses throughout the period. Prices of both metals responded to the fluctuating value of the US Dollar and choppiness in global yields. Negative performance in copper was more concentrated in March and April 2023 when long positions incurred losses as prices fell in response to weak Chinese economic data, risk-off sentiment in markets amid banking sector concerns and US-China tensions.
Negative performance in energy was concentrated in crude oil futures contracts. Prices proved choppy over the period owing to a lack of clear trends and frequent price reversals occurring. Demand-side factors behind these price moves included global demand uncertainty and the subdued economic performance in China following the reopening of the nation’s economy, while OPEC+ policy changes impacted global supplies at different times.
The Fund’s losses in major currencies were driven by the Short-term trading advisers, with Value and Trendfollowing also negative. The clear and steady trends in major currency pair contracts evident for most of 2022 unwound in the latter part of 2022 and trends were choppy for much of 2023. Trendfollowing and Short-term sub-advisers led losses in EUR/ USD contracts while negative performance from the Value sub-adviser was concentrated in USD/ CHF contracts. The US Dollar weakened against peers in the final quarter of 2022, marking a reversal to the uptrends seen during the first nine months of 2022. 2023 has so far seen the US Dollar strengthen and weaken against peers at different times as shifts in expectations for US monetary policy occurred, with prices trends lacking persistency.
Equities was another negative sector for the Fund during the year ended August 31, 2023, as losses from Trendfollowing and Value sub-advisers more than offset gains from the Fund’s Short-term sub-adviser. Losses were concentrated in the last four months of 2022, with choppy prices moves amid shifting expectations around the outlook for central bank policy proving challenging for Trendfollowing sub-advisers. In contrast, above-average volatility in the equities sector provided opportunities for the Fund’s Short-term sub-adviser which reported notable gains from trading in S&P 500 futures contracts.
Agricultural commodities was also a negative sector for the Fund. Losses in soybean, corn and coffee futures contracts were partially offset by gains in sugar and cocoa. Soybean losses stemmed from long positions held by Trendfollowing sub-advisers while mixed positioning in response to range-bound price moves in corn and coffee also incurred losses for the Fund. Long positions in sugar and cocoa generated positive performance as prices in both commodities rose to multi-year highs in 2023 owing to weather-related supply concerns.
Positively, the Fund’s largest gains over the 12-month period occurred in emerging market currencies. Gains were concentrated in long positions in the Mexican Peso and Polish Zloty against the US Dollar. The Mexican Peso rallied over the period owing to strong Mexican economic data and rate increases by the Bank of Mexico which led to an
3
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2023 (Unaudited)
attractive carry relative to US yields. In addition, robust US economic data was a further tailwind given the close links between the Mexican and US economies. Meanwhile, gains in long Polish Zloty positions relative to the US Dollar were led by the Fund’s Value sub-adviser.
Fixed income was also a modestly positive sector for the Fund during the 12-month period. Gains were concentrated in short-term interest rates and more than offset losses in bonds. Despite several shifts for expectations around central bank policy, expectations for US rates turned more hawkish over the 12-month period. Meanwhile, United Kingdom (“UK”) rate expectations also rose as inflation proved higher and more entrenched in the UK than in some other developed economies.
Key to Currency Abbreviations |
USD | US Dollar |
CHF | Swiss Franc |
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 ACMOF, which invests substantially all of its assets in 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 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, 2023 (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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class A Shares (without sales charge) (Pro forma July 1, 2014 to August 29, 2014) | -3.05% | 6.95% | 5.84% | 4.73%* | |
Class A Shares (with sales charge) (Pro forma July 1, 2014 to August 29, 2014) | -8.64% | 4.86% | 4.59% | 4.06%* | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 11.59%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 4.25% | 1.55% | 1.65% | 1.16%** | |
Barclay CTA Index*** | -0.38% | 5.01% | 4.19% | 2.64%** | |
†† | 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 expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes)
5
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2023 (Unaudited)
to 2.04% of the Fund’s average daily net assets attributable to Class A Shares. Without the limitation arrangement, the gross expense ratio is 2.10% 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, 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.
6
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2023 (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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class I Shares | -2.83% | 7.24% | 6.12% | 4.99% | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 11.59%* | |
ICE BofA 3-Month U.S. Treasury Bill Index** | 4.25% | 1.55% | 1.65% | 1.16%* | |
Barclay CTA Index** | -0.38% | 5.01% | 4.19% | 2.64%* | |
†† | 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 1.85% 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, 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.
7
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2023 (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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class C Shares (without sales charge) (Pro forma July 1, 2014 to October 6, 2015) | -3.77% | 6.18% | 5.05% | 3.96%* | |
Class C Shares (with sales charge) (Pro forma July 1, 2014 to August 29, 2014) | -4.60% | 6.18% | 5.05% | 3.96%* | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 11.59%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 4.25% | 1.55% | 1.65% | 1.16%** | |
Barclay CTA Index*** | -0.38% | 5.01% | 4.19% | 2.64%** | |
†† | Inception date of Class C Shares of the Fund was October 6, 2015. |
* | Class C Shares performance prior to its inception on October 6, 2015 is the performance of Class I Shares, adjusted for the Class C Shares expense ratio. |
** | Performance is from the inception date of the Fund and is not the inception date of the index itself. The above is shown for illustrative purposes only. |
*** | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
The 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.
8
Abbey Capital Futures Strategy Fund
Performance Data (Concluded)
August 31, 2023 (Unaudited)
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 2.85% 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, 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.
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 412 programs included in the calculation of the Barclay CTA Index for 2023. 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 Futures Strategy Fund
Fund Expense Examples
August 31, 2023 (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, 2023 through August 31, 2023, 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, 2023 | Ending Account Value August 31, 2023 | 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 | $ 973.50 | $ 10.15 | 2.04% | -2.65% |
Class I Shares | 1,000.00 | 974.70 | 8.91 | 1.79% | -2.53% |
Class C Shares | 1,000.00 | 969.90 | 13.85 | 2.79% | -3.01% |
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, 2023 through August 31, 2023, 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 Futures Strategy Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2023 (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 | | | 81.9 | % | | $ | 2,247,513,674 | |
Money Market Deposit Account | | | 2.3 | | | | 62,235,219 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 15.8 | | | | 433,852,042 | |
NET ASSETS | | | 100.0 | % | | $ | 2,743,600,935 | |
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.
11
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments
August 31, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS - 84.2% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS - 81.9% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 5.315 | % | | | 09/07/23 | | | $ | 52,937 | | | $ | 52,890,530 | |
U.S. Treasury Bills | | | 4.849 | % | | | 09/14/23 | | | | 47,271 | | | | 47,181,439 | |
U.S. Treasury Bills | | | 4.813 | % | | | 09/21/23 | | | | 97,780 | | | | 97,493,517 | |
U.S. Treasury Bills | | | 4.947 | % | | | 09/28/23 | | | | 96,725 | | | | 96,341,605 | |
U.S. Treasury Bills | | | 4.827 | % | | | 10/05/23 | | | | 105,598 | | | | 105,071,002 | |
U.S. Treasury Bills | | | 4.955 | % | | | 10/12/23 | | | | 129,608 | | | | 128,826,780 | |
U.S. Treasury Bills | | | 5.050 | % | | | 10/19/23 | | | | 136,853 | | | | 135,889,556 | |
U.S. Treasury Bills | | | 5.056 | % | | | 10/26/23 | | | | 99,532 | | | | 98,727,779 | |
U.S. Treasury Bills | | | 5.057 | % | | | 11/02/23 | | | | 117,558 | | | | 116,490,524 | |
U.S. Treasury Bills | | | 5.120 | % | | | 11/09/23 | | | | 49,321 | | | | 48,821,728 | |
U.S. Treasury Bills | | | 5.339 | % | | | 11/16/23 | | | | 39,985 | | | | 39,539,301 | |
U.S. Treasury Bills | | | 5.440 | % | | | 11/24/23 | | | | 125,199 | | | | 123,647,737 | |
U.S. Treasury Bills | | | 5.510 | % | | | 11/30/23 | | | | 89,913 | | | | 88,719,405 | |
U.S. Treasury Bills | | | 5.398 | % | | | 12/07/23 | | | | 127,969 | | | | 126,139,895 | |
U.S. Treasury Bills | | | 5.372 | % | | | 12/14/23 | | | | 43,532 | | | | 42,872,708 | |
U.S. Treasury Bills | | | 5.449 | % | | | 12/21/23 | | | | 37,712 | | | | 37,098,050 | |
U.S. Treasury Bills | | | 5.512 | % | | | 12/28/23 | | | | 75,030 | | | | 73,731,481 | |
U.S. Treasury Bills | | | 5.528 | % | | | 01/04/24 | | | | 51,645 | | | | 50,698,175 | |
U.S. Treasury Bills | | | 5.514 | % | | | 01/11/24 | | | | 77,955 | | | | 76,445,791 | |
U.S. Treasury Bills | | | 5.522 | % | | | 01/18/24 | | | | 27,831 | | | | 27,263,798 | |
U.S. Treasury Bills | | | 5.526 | % | | | 01/25/24 | | | | 27,385 | | | | 26,798,595 | |
U.S. Treasury Bills | | | 5.510 | % | | | 02/01/24 | | | | 50,537 | | | | 49,405,314 | |
U.S. Treasury Bills | | | 5.523 | % | | | 02/08/24 | | | | 126,016 | | | | 123,061,624 | |
U.S. Treasury Bills | | | 5.531 | % | | | 02/15/24 | | | | 72,851 | | | | 71,066,635 | |
U.S. Treasury Bills | | | 5.566 | % | | | 02/22/24 | | | | 260,544 | | | | 253,887,362 | |
U.S. Treasury Bills | | | 5.554 | % | | | 02/29/24 | | | | 112,385 | | | | 109,403,343 | |
TOTAL U.S. TREASURY OBLIGATIONS ($2,248,356,446) | | | | | | | | | | | | | | | 2,247,513,674 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT - 2.3% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(a) | | | | | | | | | | | 62,235 | | | | 62,235,219 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | | | | | | | | | |
(Cost $62,235,219) | | | | | | | | | | | | | | | 62,235,219 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $2,310,591,665) | | | | | | | | | | | | | | | 2,309,748,893 | |
TOTAL INVESTMENTS - 84.2% | | | | | | | | | | | | | | | | |
(Cost $2,310,591,665) | | | | | | | | | | | | | | | 2,309,748,893 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 15.8% | | | | | | | | | | | | | | | 433,852,042 | |
NET ASSETS - 100.0% | | | | | | | | | | | | | | $ | 2,743,600,935 | |
* | 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, 2023. |
The accompanying notes are an integral part of the consolidated financial statements.
12
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2023
Futures contracts outstanding as of August 31, 2023 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-23 | | | | 1 | | | $ | 100,959 | | | $ | 82 | |
3-Month SOFR Futures | | | Mar-26 | | | | 88 | | | | 21,214,600 | | | | 2,091 | |
AUD/USD Currency Futures | | | Sep-23 | | | | 79 | | | | 5,117,620 | | | | (4,737 | ) |
Bank Acceptance Futures | | | Mar-24 | | | | 30 | | | | 5,243,117 | | | | 6,106 | |
Bank Acceptance Futures | | | Jun-24 | | | | 35 | | | | 6,125,065 | | | | 7,318 | |
BIST 30 Index Futures | | | Oct-23 | | | | 379 | | | | 1,247,021 | | | | (18,150 | ) |
Brent Crude Futures | | | Nov-23 | | | | 314 | | | | 27,264,620 | | | | 760,932 | |
Brent Crude Futures | | | Dec-23 | | | | 94 | | | | 8,105,620 | | | | 372,460 | |
Brent Crude Futures | | | Jan-24 | | | | 69 | | | | 5,909,160 | | | | 136,680 | |
Brent Crude Oil Last Day | | | Nov-23 | | | | 17 | | | | 1,476,110 | | | | 62,730 | |
CAC40 10 Euro Futures | | | Sep-23 | | | | 637 | | | | 50,620,298 | | | | 215,126 | |
CAD Currency Futures | | | Sep-23 | | | | 111 | | | | 8,212,335 | | | | 31,620 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-23 | | | | 170 | | | | 2,034,917 | | | | 9,500 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-24 | | | | 28 | | | | 337,318 | | | | (1,118 | ) |
Cattle Feeder Futures | | | Oct-23 | | | | 90 | | | | 11,521,125 | | | | 235,525 | |
Cattle Feeder Futures | | | Nov-23 | | | | 23 | | | | 2,962,975 | | | | 48,188 | |
Cattle Feeder Futures | | | Jan-24 | | | | 1 | | | | 128,350 | | | | 413 | |
CHF Currency Futures | | | Sep-23 | | | | 88 | | | | 12,473,450 | | | | (301,875 | ) |
Cocoa Futures | | | Dec-23 | | | | 611 | | | | 22,228,180 | | | | 1,116,926 | |
Cocoa Futures | | | Mar-24 | | | | 211 | | | | 7,697,280 | | | | 387,440 | |
Cocoa Futures ICE | | | Dec-23 | | | | 270 | | | | 10,090,070 | | | | 1,105,094 | |
Cocoa Futures ICE | | | Mar-24 | | | | 105 | | | | 3,861,399 | | | | 358,948 | |
Cocoa Futures ICE | | | May-24 | | | | 1 | | | | 36,028 | | | | 2,863 | |
Coffee Robusta Futures | | | Nov-23 | | | | 117 | | | | 2,912,130 | | | | (50,590 | ) |
Coffee Robusta Futures | | | Jan-24 | | | | 39 | | | | 930,540 | | | | (38,310 | ) |
Copper Futures | | | Dec-23 | | | | 307 | | | | 29,333,850 | | | | 152,138 | |
Corn Futures | | | Dec-23 | | | | 561 | | | | 13,414,913 | | | | (470,376 | ) |
Cotton No.2 Futures | | | Dec-23 | | | | 673 | | | | 29,551,430 | | | | 924,100 | |
Cotton No.2 Futures | | | Mar-24 | | | | 13 | | | | 570,245 | | | | 8,620 | |
DAX Index Futures | | | Sep-23 | | | | 149 | | | | 64,623,322 | | | | (390,261 | ) |
DJIA Mini E-CBOT | | | Sep-23 | | | | 503 | | | | 87,499,364 | | | | (1,004,523 | ) |
Dollar Index | | | Sep-23 | | | | 412 | | | | 42,677,844 | | | | 124,812 | |
Dutch TTF Gas Futures | | | Oct-23 | | | | 5 | | | | 141,489 | | | | (13,293 | ) |
E-Mini Crude Oil | | | Oct-23 | | | | 16 | | | | 669,040 | | | | 23,615 | |
E-Mini Energy Select Futures | | | Sep-23 | | | | 3 | | | | 279,420 | | | | (1,550 | ) |
E-Mini Industrial Select Futures | | | Sep-23 | | | | 1 | | | | 108,990 | | | | 4,950 | |
E-Mini S&P 500 ESG Futures | | | Sep-23 | | | | 28 | | | | 5,615,400 | | | | 96,735 | |
E-Mini Technology Select Futures | | | Sep-23 | | | | 1 | | | | 177,090 | | | | 7,860 | |
EUR Foreign Exchange Currency Futures | | | Sep-23 | | | | 492 | | | | 66,742,874 | | | | (750,331 | ) |
Euro BUXL 30-Year Bond Futures | | | Sep-23 | | | | 19 | | | | 2,756,639 | | | | 22,526 | |
Euro E-Mini Futures | | | Sep-23 | | | | 1 | | | | 67,831 | | | | 231 | |
Euro STOXX 50 | | | Sep-23 | | | | 1,117 | | | | 52,239,956 | | | | (503,220 | ) |
Euro Stoxx 50 Index Futures | | | Sep-23 | | | | 4 | | | | 172,455 | | | | (2,234 | ) |
Euro Stoxx Futures | | | Sep-23 | | | | 70 | | | | 425,066 | | | | (835 | ) |
Euro/JPY Futures | | | Sep-23 | | | | 212 | | | | 28,681,089 | | | | 591,481 | |
Euro-Bobl Futures | | | Sep-23 | | | | 135 | | | | 16,997,051 | | | | 28,969 | |
Euro-BTP Futures | | | Sep-23 | | | | 161 | | | | 20,237,386 | | | | 126,995 | |
Euro-BTP Futures | | | Dec-23 | | | | 8 | | | | 923,933 | | | | 3,253 | |
Euro-Bund Futures | | | Sep-23 | | | | 1,357 | | | | 195,984,461 | | | | 185,063 | |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Euro-Oat Futures | | | Sep-23 | | | | 176 | | | $ | 24,411,099 | | | $ | 140,951 | |
Euro-Schatz Futures | | | Sep-23 | | | | 34 | | | | 3,875,560 | | | | 1,958 | |
FTSE 100 Index Futures | | | Sep-23 | | | | 66 | | | | 6,239,311 | | | | (16,272 | ) |
FTSE KLCI Futures | | | Sep-23 | | | | 2 | | | | 30,851 | | | | (199 | ) |
FTSE Taiwan Index | | | Sep-23 | | | | 337 | | | | 19,310,100 | | | | 101,490 | |
FTSE/JSE TOP 40 | | | Sep-23 | | | | 13 | | | | 475,125 | | | | (13,115 | ) |
FTSE/MIB Index Futures | | | Sep-23 | | | | 190 | | | | 29,752,334 | | | | 794,748 | |
Gasoline RBOB Futures | | | Oct-23 | | | | 480 | | | | 51,728,544 | | | | (292,921 | ) |
Gasoline RBOB Futures | | | Nov-23 | | | | 118 | | | | 12,292,367 | | | | 101,858 | |
Gasoline RBOB Futures | | | Dec-23 | | | | 46 | | | | 4,643,176 | | | | 90,237 | |
Gasoline RBOB Futures | | | Jan-24 | | | | 25 | | | | 2,484,090 | | | | 134 | |
GBP Currency Futures | | | Sep-23 | | | | 1,042 | | | | 82,480,812 | | | | (458,789 | ) |
Gold 100 Oz Futures | | | Dec-23 | | | | 162 | | | | 31,847,580 | | | | 82,681 | |
IBEX 35 Index Futures | | | Sep-23 | | | | 15 | | | | 1,551,008 | | | | 20,413 | |
IBEX Mini Index Futures | | | Sep-23 | | | | 2 | | | | 20,680 | | | | 349 | |
Ice Three Miont SONIA Index Futures | | | Mar-24 | | | | 345 | | | | 103,017,281 | | | | 341,149 | |
Ice Three Miont SONIA Index Futures | | | Jun-24 | | | | 333 | | | | 99,550,079 | | | | 353,089 | |
IFSC Nifty 50 Futures | | | Sep-23 | | | | 408 | | | | 15,870,384 | | | | 6,932 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-23 | | | | 45 | | | | 45,409,808 | | | | (69,487 | ) |
JPX Nikkei Index 400 Futures | | | Sep-23 | | | | 1 | | | | 14,482 | | | | 477 | |
JPY Currency Futures | | | Sep-23 | | | | 91 | | | | 7,839,650 | | | | 23,513 | |
Lean Hogs Futures | | | Oct-23 | | | | 85 | | | | 2,806,700 | | | | (5,020 | ) |
Lean Hogs Futures | | | Dec-23 | | | | 18 | | | | 535,140 | | | | 2,780 | |
Live Cattle Futures | | | Oct-23 | | | | 373 | | | | 26,979,090 | | | | (22,690 | ) |
Live Cattle Futures | | | Dec-23 | | | | 244 | | | | 18,036,480 | | | | 225,080 | |
Live Cattle Futures | | | Feb-24 | | | | 161 | | | | 12,161,940 | | | | 94,850 | |
Live Cattle Futures | | | Apr-24 | | | | 22 | | | | 1,695,540 | | | | 5,180 | |
LME Aluminum Forward | | | Sep-23 | | | | 3 | | | | 162,210 | | | | (7,940 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,163 | | | | (404 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,274 | | | | (1,801 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 128 | | | | 6,956,000 | | | | 28,953 | |
LME Aluminum Forward | | | Sep-23 | | | | 2,227 | | | | 121,023,530 | | | | (1,609,586 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 3 | | | | 163,369 | | | | (1,019 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,481 | | | | (605 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 16 | | | | 871,900 | | | | (6,604 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 17 | | | | 927,031 | | | | 20,931 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,567 | | | | 1,154 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,620 | | | | (387 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 5 | | | | 273,151 | | | | (5,824 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 9 | | | | 491,767 | | | | (19,783 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,683 | | | | 940 | |
LME Aluminum Forward | | | Oct-23 | | | | 147 | | | | 8,039,981 | | | | 10,835 | |
LME Aluminum Forward | | | Oct-23 | | | | 2 | | | | 109,432 | | | | 644 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,739 | | | | 957 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,850 | | | | 1,369 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,875 | | | | 977 | |
LME Aluminum Forward | | | Oct-23 | | | | 4 | | | | 219,700 | | | | (8,913 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | 54,938 | | | | (1,625 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 4 | | | | 220,225 | | | | 3,185 | |
LME Aluminum Forward | | | Nov-23 | | | | 8 | | | | 440,300 | | | | 7,700 | |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | 55,188 | | | | 1,225 | |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Aluminum Forward | | | Dec-23 | | | | 321 | | | $ | 17,793,431 | | | $ | 175,153 | |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | 422,278 | | | | 12,015 | |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | 210,461 | | | | 523 | |
LME Copper Forward | | | Sep-23 | | | | 11 | | | | 2,315,558 | | | | (9,805 | ) |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | 210,550 | | | | (4,325 | ) |
LME Copper Forward | | | Sep-23 | | | | 69 | | | | 14,524,500 | | | | (34,392 | ) |
LME Copper Forward | | | Sep-23 | | | | 520 | | | | 109,459,999 | | | | 411,285 | |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | 210,285 | | | | (5,028 | ) |
LME Copper Forward | | | Sep-23 | | | | 5 | | | | 1,051,338 | | | | (25,319 | ) |
LME Copper Forward | | | Sep-23 | | | | 6 | | | | 1,261,500 | | | | (37,274 | ) |
LME Copper Forward | | | Oct-23 | | | | 5 | | | | 1,051,364 | | | | (31,072 | ) |
LME Copper Forward | | | Oct-23 | | | | 7 | | | | 1,472,100 | | | | (35,038 | ) |
LME Copper Forward | | | Oct-23 | | | | 55 | | | | 11,565,813 | | | | (281,013 | ) |
LME Copper Forward | | | Oct-23 | | | | 4 | | | | 841,050 | | | | 988 | |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | 420,550 | | | | (4,925 | ) |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | 210,400 | | | | (4,950 | ) |
LME Copper Forward | | | Nov-23 | | | | 5 | | | | 1,052,213 | | | | (44,163 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | 210,493 | | | | (3,082 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | 210,502 | | | | (1,336 | ) |
LME Copper Forward | | | Nov-23 | | | | 2 | | | | 421,021 | | | | (1,892 | ) |
LME Copper Forward | | | Nov-23 | | | | 6 | | | | 1,262,925 | | | | (7,658 | ) |
LME Copper Forward | | | Nov-23 | | | | 17 | | | | 3,577,650 | | | | 2,208 | |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | 210,428 | | | | 3,078 | |
LME Copper Forward | | | Dec-23 | | | | 81 | | | | 17,066,700 | | | | 145,775 | |
LME Lead Forward | | | Sep-23 | | | | 3 | | | | 164,700 | | | | 12,615 | |
LME Lead Forward | | | Sep-23 | | | | 1 | | | | 56,180 | | | | 3,780 | |
LME Lead Forward | | | Sep-23 | | | | 6 | | | | 338,010 | | | | 18,223 | |
LME Lead Forward | | | Sep-23 | | | | 31 | | | | 1,745,998 | | | | 124,925 | |
LME Lead Forward | | | Sep-23 | | | | 931 | | | | 52,436,247 | | | | 2,794,824 | |
LME Lead Forward | | | Sep-23 | | | | 4 | | | | 224,790 | | | | 10,165 | |
LME Lead Forward | | | Sep-23 | | | | 5 | | | | 279,488 | | | | 12,068 | |
LME Lead Forward | | | Sep-23 | | | | 1 | | | | 55,873 | | | | 2,130 | |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | 55,781 | | | | 731 | |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | 111,529 | | | | 4,885 | |
LME Lead Forward | | | Oct-23 | | | | 4 | | | | 222,857 | | | | 7,193 | |
LME Lead Forward | | | Oct-23 | | | | 5 | | | | 278,488 | | | | 13,875 | |
LME Lead Forward | | | Oct-23 | | | | 30 | | | | 1,669,425 | | | | 52,319 | |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | 111,270 | | | | 6,733 | |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | 55,623 | | | | 3,223 | |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | 111,120 | | | | 3,095 | |
LME Lead Forward | | | Nov-23 | | | | 1 | | | | 55,550 | | | | 1,962 | |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | 111,083 | | | | 4,833 | |
LME Lead Forward | | | Nov-23 | | | | 1 | | | | 55,539 | | | | 2,127 | |
LME Lead Forward | | | Nov-23 | | | | 26 | | | | 1,443,585 | | | | 38,824 | |
LME Lead Forward | | | Nov-23 | | | | 4 | | | | 221,750 | | | | 2,538 | |
LME Lead Forward | | | Nov-23 | | | | 5 | | | | 277,250 | | | | 7,083 | |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | 110,900 | | | | 675 | |
LME Lead Forward | | | Dec-23 | | | | 223 | | | | 12,375,943 | | | | 554,868 | |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | 245,007 | | | | (14,133 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,572 | | | | (6,437 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,607 | | | | (5,123 | ) |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Nickel Forward | | | Sep-23 | | | | 4 | | | $ | 482,464 | | | $ | (43,376 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,625 | | | | (14,105 | ) |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | 241,267 | | | | (29,356 | ) |
LME Nickel Forward | | | Sep-23 | | | | 22 | | | | 2,654,916 | | | | (94,434 | ) |
LME Nickel Forward | | | Sep-23 | | | | 44 | | | | 5,309,832 | | | | (241,443 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,786 | | | | (12,851 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,807 | | | | (12,846 | ) |
LME Nickel Forward | | | Sep-23 | | | | 3 | | | | 362,486 | | | | (32,017 | ) |
LME Nickel Forward | | | Sep-23 | | | | 4 | | | | 483,400 | | | | (39,189 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 120,935 | | | | (12,816 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 241,956 | | | | (25,612 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 120,990 | | | | (2,610 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 242,100 | | | | (6,448 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 242,148 | | | | (13,932 | ) |
LME Nickel Forward | | | Oct-23 | | | | 27 | | | | 3,270,618 | | | | (16,236 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,157 | | | | (4,483 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 242,359 | | | | (12,581 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,270 | | | | (3,830 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,293 | | | | (8,517 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 242,631 | | | | (12,447 | ) |
LME Nickel Forward | | | Oct-23 | | | | 5 | | | | 606,692 | | | | (21,736 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,429 | | | | (9,971 | ) |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | 121,626 | | | | (2,067 | ) |
LME Nickel Forward | | | Nov-23 | | | | 5 | | | | 608,670 | | | | (3,240 | ) |
LME Nickel Forward | | | Dec-23 | | | | 1 | | | | 122,106 | | | | (1,588 | ) |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | 120,815 | | | | 2,605 | |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | 60,479 | | | | 842 | |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | 120,975 | | | | (3,275 | ) |
LME Zinc Forward | | | Sep-23 | | | | 5 | | | | 302,646 | | | | (5,612 | ) |
LME Zinc Forward | | | Sep-23 | | | | 60 | | | | 3,632,250 | | | | 31,760 | |
LME Zinc Forward | | | Sep-23 | | | | 504 | | | | 30,510,900 | | | | 83,331 | |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | 121,150 | | | | 3,025 | |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | 60,590 | | | | 1,290 | |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | 60,594 | | | | (1,496 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | 60,604 | | | | 1,566 | |
LME Zinc Forward | | | Oct-23 | | | | 4 | | | | 242,700 | | | | (6,013 | ) |
LME Zinc Forward | | | Oct-23 | | | | 58 | | | | 3,520,600 | | | | 1,715 | |
LME Zinc Forward | | | Oct-23 | | | | 80 | | | | 4,856,000 | | | | (138,000 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | 60,713 | | | | 1,147 | |
LME Zinc Forward | | | Oct-23 | | | | 4 | | | | 242,875 | | | | (5,225 | ) |
LME Zinc Forward | | | Oct-23 | | | | 5 | | | | 303,719 | | | | (14,694 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | 60,800 | | | | (1,563 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | 60,788 | | | | (265 | ) |
LME Zinc Forward | | | Nov-23 | | | | 3 | | | | 182,138 | | | | 7,763 | |
LME Zinc Forward | | | Nov-23 | | | | 2 | | | | 121,450 | | | | 2,100 | |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | 60,750 | | | | (238 | ) |
LME Zinc Forward | | | Nov-23 | | | | 5 | | | | 303,813 | | | | (1,600 | ) |
LME Zinc Forward | | | Dec-23 | | | | 9 | | | | 547,538 | | | | 6,349 | |
Long Gilt Futures | | | Dec-23 | | | | 123 | | | | 14,891,384 | | | | 122,234 | |
Low Sulphur Gasoil G Futures | | | Sep-23 | | | | 180 | | | | 16,119,000 | | | | 423,000 | |
Low Sulphur Gasoil G Futures | | | Oct-23 | | | | 238 | | | | 21,021,350 | | | | 36,375 | |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Low Sulphur Gasoil G Futures | | | Nov-23 | | | | 60 | | | $ | 5,140,500 | | | $ | 25,475 | |
Low Sulphur Gasoil G Futures | | | Dec-23 | | | | 28 | | | | 2,321,900 | | | | (8,600 | ) |
Low Sulphur Gasoil G Futures | | | Jan-24 | | | | 7 | | | | 571,025 | | | | (1,450 | ) |
Micro E-mini Dow Jones Industrial Index Futures | | | Sep-23 | | | | 6 | | | | 104,373 | | | | (956 | ) |
Micro E-mini Nasdaq 100 Index Futures | | | Sep-23 | | | | 1 | | | | 31,077 | | | | (95 | ) |
Micro E-mini S&P 500 Index Futures | | | Sep-23 | | | | 2 | | | | 45,160 | | | | 1,661 | |
Micro EUR/USD Futures | | | Sep-23 | | | | 2 | | | | 27,131 | | | | (640 | ) |
Milk Futures | | | Sep-23 | | | | 2 | | | | 75,560 | | | | (80 | ) |
Mini FTSE/MIB Pound Futures | | | Sep-23 | | | | 7 | | | | 219,228 | | | | 7,888 | |
Mini TOPIX Index Futures | | | Sep-23 | | | | 20 | | | | 320,355 | | | | 13,033 | |
MSCI EAFE Index Futures | | | Sep-23 | | | | 14 | | | | 1,476,510 | | | | (40,335 | ) |
MXN Currency Futures | | | Sep-23 | | | | 1,203 | | | | 35,338,125 | | | | 101,001 | |
Nasdaq 100 E-Mini | | | Sep-23 | | | | 388 | | | | 120,578,759 | | | | 1,677,376 | |
Natural Gas Futures | | | Oct-23 | | | | 5 | | | | 138,400 | | | | (4,400 | ) |
Nikkei 225 (Chicago Mercantile Exchange) | | | Sep-23 | | | | 12 | | | | 1,950,000 | | | | 8,950 | |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-23 | | | | 144 | | | | 32,274,923 | | | | 122,872 | |
Nikkei 225 (Osaka Securities Exchange) | | | Dec-23 | | | | 2 | | | | 64,670,618 | | | | 619 | |
Nikkei 225 (Singapore Exchange) | | | Sep-23 | | | | 829 | | | | 92,873,981 | | | | 1,182,784 | |
Nikkei 225 Mini | | | Sep-23 | | | | 201 | | | | 4,505,041 | | | | 54,425 | |
Nikkei/Yen Futures | | | Sep-23 | | | | 55 | | | | 6,142,823 | | | | 23,571 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-23 | | | | 268 | | | | 35,041,054 | | | | 1,058,045 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-23 | | | | 64 | | | | 8,161,037 | | | | 120,704 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-23 | | | | 43 | | | | 5,301,694 | | | | 59,594 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Jan-24 | | | | 16 | | | | 1,936,637 | | | | (7,518 | ) |
OAT Futures | | | Dec-23 | | | | 6 | | | | 147,975 | | | | 8,988 | |
OMX Stockholm 30 ESG Responsible Index | | | Sep-23 | | | | 4 | | | | 76,575 | | | | 295 | |
OMX Stockholm 30 Index Futures | | | Sep-23 | | | | 319 | | | | 6,377,961 | | | | 4,832 | |
Orange Juice Futures | | | Nov-23 | | | | 17 | | | | 812,303 | | | | 16,358 | |
Palm Oil Futures | | | Nov-23 | | | | 17 | | | | 367,295 | | | | 7,689 | |
Palm Oil Futures | | | Dec-23 | | | | 6 | | | | 130,409 | | | | 4,418 | |
Palm Oil Futures | | | Jan-24 | | | | 1 | | | | 21,880 | | | | 1,024 | |
Platinum Futures | | | Oct-23 | | | | 2 | | | | 97,440 | | | | (1,040 | ) |
Rough Rice Futures | | | Nov-23 | | | | 6 | | | | 200,280 | | | | 7,920 | |
Russell 2000 E-Mini | | | Sep-23 | | | | 174 | | | | 16,543,920 | | | | (354,151 | ) |
S&P 500 E-Mini Futures | | | Sep-23 | | | | 933 | | | | 210,671,399 | | | | 1,143,520 | |
S&P Mid 400 E-Mini | | | Sep-23 | | | | 24 | | | | 6,356,880 | | | | (110,970 | ) |
S&P/TSX 60 IX Futures | | | Sep-23 | | | | 81 | | | | 14,580,240 | | | | 134,251 | |
SGX Iron Ore 62% Futures | | | Oct-23 | | | | 189 | | | | 2,157,624 | | | | 59,194 | |
SGX Iron Ore 62% Futures | | | Nov-23 | | | | 20 | | | | 224,940 | | | | 4,890 | |
SGX Iron Ore 62% Futures | | | Dec-23 | | | | 10 | | | | 111,180 | | | | 2,295 | |
Silver Futures | | | Dec-23 | | | | 243 | | | | 30,146,580 | | | | 127,327 | |
Silver Futures | | | Mar-24 | | | | 3 | | | | 377,640 | | | | (2,285 | ) |
Soybean Futures | | | Nov-23 | | | | 816 | | | | 55,844,999 | | | | (450,309 | ) |
Soybean Futures | | | Jan-24 | | | | 46 | | | | 3,178,600 | | | | (23,975 | ) |
Soybean Futures | | | Mar-24 | | | | 259 | | | | 17,938,988 | | | | 233,663 | |
Soybean Meal Futures | | | Dec-23 | | | | 617 | | | | 24,926,800 | | | | (130,256 | ) |
Soybean Meal Futures | | | Jan-24 | | | | 16 | | | | 642,240 | | | | (8,890 | ) |
Soybean Oil Futures | | | Dec-23 | | | | 444 | | | | 16,644,672 | | | | 156,498 | |
Soybean Oil Futures | | | Jan-24 | | | | 32 | | | | 1,187,328 | | | | 42,774 | |
Soybean Oil Futures | | | Mar-24 | | | | 1 | | | | 36,726 | | | | 5,046 | |
SPI 200 Futures | | | Sep-23 | | | | 535 | | | | 63,047,517 | | | | 412,825 | |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
STOXX Dividend Futures | | | Dec-24 | | | | 5 | | | $ | 79,375 | | | $ | 7,981 | |
STOXX Europe 600 Banks Index | | | Sep-23 | | | | 1 | | | | 8,561 | | | | (179 | ) |
STOXX Europe 600 ESG-X Index | | | Sep-23 | | | | 40 | | | | 741,263 | | | | (7,243 | ) |
STOXX Europe 600 Index | | | Sep-23 | | | | 61 | | | | 1,519,030 | | | | 6,211 | |
STOXX Europe 600 Institutional Index | | | Sep-23 | | | | 1 | | | | 16,349 | | | | (141 | ) |
Sugar No. 11 (World) | | | Oct-23 | | | | 497 | | | | 13,949,398 | | | | 106,837 | |
Sugar No. 11 (World) | | | Mar-24 | | | | 1,076 | | | | 30,646,202 | | | | 73,864 | |
Sugar No. 11 (World) | | | May-24 | | | | 153 | | | | 4,116,067 | | | | 42,000 | |
Sugar No. 11 (World) | | | Jul-24 | | | | 5 | | | | 127,960 | | | | 1,758 | |
Topix Index Futures | | | Sep-23 | | | | 366 | | | | 58,624,901 | | | | 2,054,033 | |
Topix Index Futures | | | Dec-23 | | | | 2 | | | | 46,175,241 | | | | 241 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 93 | | | | 18,953,836 | | | | (4,739 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 17 | | | | 1,817,672 | | | | 222 | |
UK Natural Gas Futures | | | Nov-23 | | | | 5 | | | | 214,210 | | | | (11,819 | ) |
USD/BRL Futures | | | Oct-23 | | | | 4 | | | | 80,420 | | | | (1,230 | ) |
USD/CNH Futures | | | Sep-23 | | | | 4 | | | | 400,783 | | | | 5,070 | |
USD/NOK Futures | | | Sep-23 | | | | 9 | | | | 899,695 | | | | 1,744 | |
USD/SEK Futures | | | Sep-23 | | | | 4 | | | | 399,461 | | | | 10,533 | |
USD/TRY Futures | | | Oct-23 | | | | 79 | | | | 82,368 | | | | 264 | |
White Sugar ICE | | | Oct-23 | | | | 3 | | | | 107,280 | | | | 3,990 | |
White Sugar ICE | | | Dec-23 | | | | 75 | | | | 2,636,625 | | | | 72,460 | |
White Sugar ICE | | | Mar-24 | | | | 23 | | | | 798,445 | | | | 30,500 | |
WTI Crude Futures | | | Oct-23 | | | | 500 | | | | 41,815,000 | | | | 1,519,231 | |
WTI Crude Futures | | | Nov-23 | | | | 50 | | | | 4,148,000 | | | | 161,410 | |
WTI Crude Futures | | | Dec-23 | | | | 45 | | | | 3,701,700 | | | | 161,360 | |
WTI Crude Futures | | | Jan-24 | | | | 23 | | | | 1,876,340 | | | | 50,760 | |
WTI Crude Futures IPE | | | Oct-23 | | | | 13 | | | | 1,087,190 | | | | 36,480 | |
WTI Crude Futures IPE | | | Nov-23 | | | | 13 | | | | 1,078,480 | | | | 36,860 | |
WTI Crude Futures IPE | | | Dec-23 | | | | 13 | | | | 1,069,380 | | | | 32,230 | |
WTI Crude Futures IPE | | | Jan-24 | | | | 15 | | | | 1,223,700 | | | | 28,800 | |
WTI Crude Futures IPE | | | Feb-24 | | | | 15 | | | | 1,213,950 | | | | 17,270 | |
| | | | | | | | | | | | | | $ | 17,403,499 | |
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
1-Month SOFR Future | | | Jan-24 | | | | 7 | | | $ | (2,759,242 | ) | | $ | (146 | ) |
3-Month Euro Euribor | | | Dec-23 | | | | 61 | | | | (15,898,060 | ) | | | (2,413 | ) |
3-Month Euro Euribor | | | Mar-24 | | | | 92 | | | | (23,999,848 | ) | | | 20,833 | |
3-Month Euro Euribor | | | Jun-24 | | | | 1,457 | | | | (380,815,256 | ) | | | (641,557 | ) |
3-Month Euro Euribor | | | Sep-24 | | | | 107 | | | | (28,031,793 | ) | | | (30,484 | ) |
3-Month Euro Euribor | | | Dec-24 | | | | 1,410 | | | | (370,155,386 | ) | | | (692,609 | ) |
3-Month Euro Euribor | | | Mar-25 | | | | 100 | | | | (26,290,107 | ) | | | (46,776 | ) |
3-Month Euro Euribor | | | Jun-25 | | | | 181 | | | | (47,634,161 | ) | | | (84,688 | ) |
3-Month Euro Euribor | | | Sep-25 | | | | 92 | | | | (24,230,544 | ) | | | (44,309 | ) |
3-Month Euro Euribor | | | Dec-25 | | | | 81 | | | | (21,346,589 | ) | | | (37,234 | ) |
3-Month Euro Euribor | | | Mar-26 | | | | 213 | | | | (52,776,778 | ) | | | (31,541 | ) |
3-Month Euro Euribor | | | Jun-26 | | | | 283 | | | | (74,638,830 | ) | | | (153,517 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Sep-26 | | | | 26 | | | $ | (6,858,335 | ) | | $ | (9,949 | ) |
3-Month SARON Futures | | | Dec-23 | | | | 1 | | | | (277,877 | ) | | | (14 | ) |
3-Month SARON Futures | | | Mar-24 | | | | 1 | | | | (277,891 | ) | | | (85 | ) |
3-Month SOFR Futures | | | Mar-24 | | | | 1,328 | | | | (314,735,999 | ) | | | 198,150 | |
3-Month SOFR Futures | | | Jun-24 | | | | 343 | | | | (81,561,113 | ) | | | 217,400 | |
3-Month SOFR Futures | | | Sep-24 | | | | 229 | | | | (54,665,163 | ) | | | 248,963 | |
3-Month SOFR Futures | | | Mar-25 | | | | 464 | | | | (111,476,000 | ) | | | 273,988 | |
3-Month SOFR Futures | | | Jun-25 | | | | 238 | | | | (57,283,625 | ) | | | 118,113 | |
3-Month SOFR Futures | | | Sep-25 | | | | 222 | | | | (53,482,575 | ) | | | 82,313 | |
3-Month SOFR Futures | | | Dec-25 | | | | 197 | | | | (47,479,463 | ) | | | 76,488 | |
3-Month SOFR Futures | | | Mar-26 | | | | 526 | | | | (126,805,450 | ) | | | 153,088 | |
3-Month SOFR Futures | | | Jun-26 | | | | 167 | | | | (40,267,875 | ) | | | 39,200 | |
3-Month SOFR Futures | | | Sep-26 | | | | 126 | | | | (30,384,900 | ) | | | (3,025 | ) |
3-Month SOFR Futures | | | Dec-26 | | | | 55 | | | | (13,263,938 | ) | | | 2,825 | |
3-Month SOFR Futures | | | Mar-27 | | | | 53 | | | | (12,780,950 | ) | | | 550 | |
3-Month SOFR Futures | | | Jun-27 | | | | 54 | | | | (13,020,750 | ) | | | 7,413 | |
3-Month SOFR Futures | | | Sep-27 | | | | 55 | | | | (13,259,125 | ) | | | 1,000 | |
3-Month SOFR Futures | | | Dec-24 | | | | 1,331 | | | | (318,874,324 | ) | | | 835,200 | |
90-DAY Bank Bill | | | Sep-23 | | | | 14 | | | | (8,979,409 | ) | | | (4,255 | ) |
90-DAY Bank Bill | | | Dec-23 | | | | 92 | | | | (58,993,144 | ) | | | (49,975 | ) |
90-DAY Bank Bill | | | Mar-24 | | | | 280 | | | | (179,535,589 | ) | | | (75,170 | ) |
90-DAY Bank Bill | | | Jun-24 | | | | 151 | | | | (96,823,341 | ) | | | (78,441 | ) |
90-DAY Bank Bill | | | Sep-24 | | | | 51 | | | | (32,709,905 | ) | | | (17,303 | ) |
90-DAY Bank Bill | | | Dec-24 | | | | 14 | | | | (8,981,820 | ) | | | (5,916 | ) |
90-DAY Bank Bill | | | Mar-25 | | | | 9 | | | | (5,775,578 | ) | | | (3,649 | ) |
AUD/USD Currency Futures | | | Sep-23 | | | | 2,405 | | | | (155,795,900 | ) | | | 5,344,239 | |
Australian 10-Year Bond Futures | | | Sep-23 | | | | 1,519 | | | | (114,340,899 | ) | | | (154,753 | ) |
Australian 3-Year Bond Futures | | | Sep-23 | | | | 3,218 | | | | (221,827,069 | ) | | | (844,881 | ) |
Bank Acceptance Futures | | | Dec-23 | | | | 25 | | | | (4,366,489 | ) | | | 4,394 | |
Bank Acceptance Futures | | | Mar-24 | | | | 239 | | | | (41,770,167 | ) | | | 15,264 | |
Bank Acceptance Futures | | | Jun-24 | | | | 72 | | | | (12,600,133 | ) | | | 43,073 | |
Bank Acceptance Futures | | | Sep-24 | | | | 47 | | | | (8,250,740 | ) | | | 27,809 | |
Bank Acceptance Futures | | | Dec-24 | | | | 35 | | | | (6,161,005 | ) | | | 16,522 | |
Bank Acceptance Futures | | | Mar-25 | | | | 22 | | | | (3,881,994 | ) | | | 10,731 | |
Bank Acceptance Futures | | | Jun-25 | | | | 15 | | | | (3,583,784 | ) | | | (259 | ) |
Brent Crude Futures | | | Nov-23 | | | | 154 | | | | (13,371,820 | ) | | | (534,370 | ) |
CAD Currency Futures | | | Sep-23 | | | | 1,204 | | | | (89,077,940 | ) | | | (19,872 | ) |
Canadian 10-Year Bond Futures | | | Dec-23 | | | | 1,863 | | | | (164,501,576 | ) | | | (1,292,385 | ) |
Canadian 5-Year Bond Futures | | | Dec-23 | | | | 3 | | | | (243,983 | ) | | | (1,443 | ) |
CHF Currency Futures | | | Sep-23 | | | | 369 | | | | (52,303,444 | ) | | | 9,640 | |
Coffee ‘C’ Futures | | | Dec-23 | | | | 492 | | | | (28,505,250 | ) | | | 728,657 | |
Coffee ‘C’ Futures | | | Mar-24 | | | | 67 | | | | (3,910,706 | ) | | | 49,238 | |
Coffee ‘C’ Futures | | | May-24 | | | | 19 | | | | (1,115,775 | ) | | | 18,000 | |
Copper Futures | | | Dec-23 | | | | 143 | | | | (13,663,650 | ) | | | (191,055 | ) |
Copper Futures | | | Mar-24 | | | | 6 | | | | (576,600 | ) | | | (5,138 | ) |
Corn Futures | | | Dec-23 | | | | 1,608 | | | | (38,451,300 | ) | | | 839,042 | |
Corn Futures | | | Mar-24 | | | | 615 | | | | (15,190,500 | ) | | | 498,775 | |
Corn Futures | | | May-24 | | | | 32 | | | | (804,000 | ) | | | 22,525 | |
DAX Index Futures | | | Sep-23 | | | | 39 | | | | (16,914,830 | ) | | | (281,498 | ) |
DAX-Mini Futures | | | Sep-23 | | | | 2 | | | | (173,485 | ) | | | (4,402 | ) |
Dollar Index | | | Sep-23 | | | | 3 | | | | (310,761 | ) | | | 1,894 | |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Dutch TTF Gas Futures | | | Oct-23 | | | | 45 | | | $ | (1,273,405 | ) | | $ | 206,133 | |
Dutch TTF Gas Futures | | | Nov-23 | | | | 5 | | | | (177,714 | ) | | | (1,874 | ) |
Emerging Market ESG Leaders NTR Index Futures | | | Sep-23 | | | | 2 | | | | (28,970 | ) | | | (410 | ) |
E-Mini Consumer Staples Select Futures | | | Sep-23 | | | | 2 | | | | (146,340 | ) | | | (800 | ) |
E-Mini Financial Select Futures | | | Sep-23 | | | | 2 | | | | (211,850 | ) | | | (3,063 | ) |
E-Mini Natural Gas | | | Oct-23 | | | | 3 | | | | (20,760 | ) | | | (673 | ) |
E-Mini Utilities Select Futures | | | Sep-23 | | | | 3 | | | | (190,170 | ) | | | 5,130 | |
EUR Foreign Exchange Currency Futures | | | Sep-23 | | | | 1,117 | | | | (151,528,031 | ) | | | 236,022 | |
Euro BUXL 30-Year Bond Futures | | | Sep-23 | | | | 129 | | | | (18,716,128 | ) | | | (174,754 | ) |
Euro BUXL 30-Year Bond Futures | | | Dec-23 | | | | 33 | | | | (4,417,309 | ) | | | (41,509 | ) |
Euro STOXX 50 | | | Sep-23 | | | | 2 | | | | (93,536 | ) | | | (4 | ) |
Euro/GBP Futures | | | Sep-23 | | | | 1 | | | | (135,690 | ) | | | 1,979 | |
Euro-Bobl Futures | | | Sep-23 | | | | 982 | | | | (123,637,805 | ) | | | (666,052 | ) |
Euro-Bobl Futures | | | Dec-23 | | | | 970 | | | | (122,422,075 | ) | | | (521,823 | ) |
Euro-BTP Futures | | | Sep-23 | | | | 120 | | | | (15,083,766 | ) | | | (100,346 | ) |
Euro-Bund Futures | | | Sep-23 | | | | 533 | | | | (76,978,423 | ) | | | (576,539 | ) |
Euro-Bund Futures | | | Dec-23 | | | | 423 | | | | (59,931,631 | ) | | | (278,646 | ) |
Euro-Oat Futures | | | Sep-23 | | | | 427 | | | | (59,224,656 | ) | | | (634,693 | ) |
European Climate Exchange Futures | | | Dec-23 | | | | 13 | | | | (1,201,616 | ) | | | 12,600 | |
European Climate Exchange Futures | | | Dec-24 | | | | 1 | | | | (89,921 | ) | | | 1,139 | |
Euro-Schatz Futures | | | Sep-23 | | | | 2,215 | | | | (252,481,320 | ) | | | (131,722 | ) |
Euro-Schatz Futures | | | Dec-23 | | | | 238 | | | | (25,105,620 | ) | | | (17,745 | ) |
FTSE 100 Index Futures | | | Sep-23 | | | | 1,230 | | | | (107,765,581 | ) | | | (874,371 | ) |
FTSE China A50 Index | | | Sep-23 | | | | 1,247 | | | | (15,734,646 | ) | | | 23,872 | |
FTSE KLCI Futures | | | Sep-23 | | | | 6 | | | | (92,554 | ) | | | (323 | ) |
FTSE/JSE TOP 40 | | | Sep-23 | | | | 385 | | | | (14,070,999 | ) | | | (95,528 | ) |
Gasoline RBOB Futures | | | Oct-23 | | | | 10 | | | | (1,077,678 | ) | | | (3,283 | ) |
GBP Currency Futures | | | Sep-23 | | | | 277 | | | | (21,926,281 | ) | | | (59,031 | ) |
Gold 100 Oz Futures | | | Dec-23 | | | | 1,315 | | | | (258,515,849 | ) | | | 242,089 | |
Gold 100 Oz Futures | | | Feb-24 | | | | 1 | | | | (198,630 | ) | | | (3,970 | ) |
Hang Seng China Enterprises Index Futures | | | Sep-23 | | | | 229 | | | | (9,211,276 | ) | | | (62,367 | ) |
Hang Seng Index Futures | | | Sep-23 | | | | 452 | | | | (52,748,270 | ) | | | (296,058 | ) |
Ice Three Miont SONIA Index Futures | | | Dec-23 | | | | 80 | | | | (23,889,332 | ) | | | (51,701 | ) |
Ice Three Miont SONIA Index Futures | | | Mar-24 | | | | 1,779 | | | | (531,210,855 | ) | | | (728,173 | ) |
Ice Three Miont SONIA Index Futures | | | Jun-24 | | | | 244 | | | | (72,943,602 | ) | | | (48,328 | ) |
Ice Three Miont SONIA Index Futures | | | Sep-24 | | | | 95 | | | | (28,460,346 | ) | | | 58,320 | |
Ice Three Miont SONIA Index Futures | | | Dec-24 | | | | 200 | | | | (60,065,366 | ) | | | (21,995 | ) |
Ice Three Miont SONIA Index Futures | | | Mar-25 | | | | 224 | | | | (67,415,093 | ) | | | (101,233 | ) |
Ice Three Miont SONIA Index Futures | | | Jun-25 | | | | 90 | | | | (27,132,026 | ) | | | 23,087 | |
Ice Three Miont SONIA Index Futures | | | Sep-25 | | | | 82 | | | | (24,756,648 | ) | | | 713 | |
Ice Three Miont SONIA Index Futures | | | Dec-25 | | | | 65 | | | | (19,647,845 | ) | | | 15,534 | |
Ice Three Miont SONIA Index Futures | | | Mar-26 | | | | 294 | | | | (82,650,222 | ) | | | (104,780 | ) |
Ice Three Miont SONIA Index Futures | | | Jun-26 | | | | 26 | | | | (7,873,548 | ) | | | 6,081 | |
Ice Three Miont SONIA Index Futures | | | Sep-26 | | | | 16 | | | | (4,848,301 | ) | | | (4,165 | ) |
INR/USD Futures | | | Sep-23 | | | | 4 | | | | (96,592 | ) | | | 248 | |
INR/USD Standard Futures | | | Sep-23 | | | | 2 | | | | (120,830 | ) | | | 70 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-23 | | | | 26 | | | | (26,236,778 | ) | | | (50,586 | ) |
JPY Currency Futures | | | Sep-23 | | | | 2,849 | | | | (245,441,350 | ) | | | 8,583,638 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-23 | | | | 337 | | | | (12,254,163 | ) | | | 481,125 | |
Kansas City Hard Red Winter Wheat Futures | | | Mar-24 | | | | 24 | | | | (880,500 | ) | | | 32,438 | |
Lean Hogs Futures | | | Oct-23 | | | | 22 | | | | (726,440 | ) | | | (31,480 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Lean Hogs Futures | | | Dec-23 | | | | 245 | | | $ | (7,283,850 | ) | | $ | (149,530 | ) |
Lean Hogs Futures | | | Feb-24 | | | | 56 | | | | (1,762,880 | ) | | | (40,120 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 3 | | | | (162,210 | ) | | | (710 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,163 | ) | | | 1,300 | |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,274 | ) | | | (393 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 2,227 | | | | (121,023,531 | ) | | | 2,235,188 | |
LME Aluminum Forward | | | Sep-23 | | | | 128 | | | | (6,956,000 | ) | | | 272,525 | |
LME Aluminum Forward | | | Sep-23 | | | | 3 | | | | (163,369 | ) | | | (1,619 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,481 | ) | | | (56 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 16 | | | | (871,900 | ) | | | (2,500 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 17 | | | | (927,031 | ) | | | 5,498 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,567 | ) | | | (967 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,620 | ) | | | (245 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 5 | | | | (273,151 | ) | | | 1,886 | |
LME Aluminum Forward | | | Oct-23 | | | | 9 | | | | (491,767 | ) | | | (3,965 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,683 | ) | | | 1,367 | |
LME Aluminum Forward | | | Oct-23 | | | | 147 | | | | (8,039,981 | ) | | | (31,461 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 2 | | | | (109,432 | ) | | | (170 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,739 | ) | | | 99 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,850 | ) | | | 938 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,875 | ) | | | 463 | |
LME Aluminum Forward | | | Oct-23 | | | | 4 | | | | (219,700 | ) | | | (4,321 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | (54,938 | ) | | | (981 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | (54,963 | ) | | | 1 | |
LME Aluminum Forward | | | Nov-23 | | | | 3 | | | | (165,169 | ) | | | (2,194 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 138 | | | | (7,597,763 | ) | | | (36,104 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 8 | | | | (440,300 | ) | | | (12,700 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 18 | | | | (993,375 | ) | | | (24,480 | ) |
LME Aluminum Forward | | | Dec-23 | | | | 881 | | | | (48,834,931 | ) | | | (674,861 | ) |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | (422,278 | ) | | | (8,265 | ) |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | (210,461 | ) | | | (2,451 | ) |
LME Copper Forward | | | Sep-23 | | | | 11 | | | | (2,315,558 | ) | | | 53,647 | |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | (210,550 | ) | | | (2,575 | ) |
LME Copper Forward | | | Sep-23 | | | | 520 | | | | (109,460,000 | ) | | | (1,770,682 | ) |
LME Copper Forward | | | Sep-23 | | | | 69 | | | | (14,524,500 | ) | | | (183,951 | ) |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | (210,285 | ) | | | (1,410 | ) |
LME Copper Forward | | | Sep-23 | | | | 5 | | | | (1,051,338 | ) | | | (19,338 | ) |
LME Copper Forward | | | Sep-23 | | | | 6 | | | | (1,261,500 | ) | | | (38,625 | ) |
LME Copper Forward | | | Oct-23 | | | | 5 | | | | (1,051,364 | ) | | | (8,001 | ) |
LME Copper Forward | | | Oct-23 | | | | 7 | | | | (1,472,100 | ) | | | 13,895 | |
LME Copper Forward | | | Oct-23 | | | | 55 | | | | (11,565,813 | ) | | | (15,797 | ) |
LME Copper Forward | | | Oct-23 | | | | 4 | | | | (841,050 | ) | | | 25,125 | |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | (420,550 | ) | | | 7,529 | |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | (210,400 | ) | | | 5,045 | |
LME Copper Forward | | | Nov-23 | | | | 5 | | | | (1,052,213 | ) | | | 6,330 | |
LME Copper Forward | | | Nov-23 | | | | 5 | | | | (1,052,509 | ) | | | (13,146 | ) |
LME Copper Forward | | | Nov-23 | | | | 4 | | | | (842,041 | ) | | | (229 | ) |
LME Copper Forward | | | Nov-23 | | | | 7 | | | | (1,473,413 | ) | | | (28,275 | ) |
LME Copper Forward | | | Nov-23 | | | | 35 | | | | (7,365,750 | ) | | | (140,173 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | (210,428 | ) | | | 1,254 | |
LME Copper Forward | | | Dec-23 | | | | 170 | | | | (35,819,000 | ) | | | (381,486 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Lead Forward | | | Sep-23 | | | | 3 | | | $ | (164,700 | ) | | $ | (15,963 | ) |
LME Lead Forward | | | Sep-23 | | | | 1 | | | | (56,180 | ) | | | (5,392 | ) |
LME Lead Forward | | | Sep-23 | | | | 6 | | | | (338,010 | ) | | | (17,548 | ) |
LME Lead Forward | | | Sep-23 | | | | 931 | | | | (52,436,248 | ) | | | (4,402,300 | ) |
LME Lead Forward | | | Sep-23 | | | | 31 | | | | (1,745,998 | ) | | | (143,473 | ) |
LME Lead Forward | | | Sep-23 | | | | 4 | | | | (224,790 | ) | | | (15,290 | ) |
LME Lead Forward | | | Sep-23 | | | | 5 | | | | (279,488 | ) | | | (17,988 | ) |
LME Lead Forward | | | Sep-23 | | | | 1 | | | | (55,873 | ) | | | (3,810 | ) |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | (55,781 | ) | | | (3,793 | ) |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | (111,529 | ) | | | (9,316 | ) |
LME Lead Forward | | | Oct-23 | | | | 4 | | | | (222,857 | ) | | | (16,045 | ) |
LME Lead Forward | | | Oct-23 | | | | 5 | | | | (278,488 | ) | | | (8,183 | ) |
LME Lead Forward | | | Oct-23 | | | | 30 | | | | (1,669,425 | ) | | | (111,197 | ) |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | (111,270 | ) | | | (3,714 | ) |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | (55,623 | ) | | | (1,854 | ) |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | (111,120 | ) | | | (3,616 | ) |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | (111,083 | ) | | | (1,395 | ) |
LME Lead Forward | | | Nov-23 | | | | 4 | | | | (222,090 | ) | | | (11,103 | ) |
LME Lead Forward | | | Nov-23 | | | | 4 | | | | (221,750 | ) | | | (2,700 | ) |
LME Lead Forward | | | Dec-23 | | | | 10 | | | | (554,975 | ) | | | (18,533 | ) |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | (245,007 | ) | | | 6,261 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,572 | ) | | | 8,789 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,607 | ) | | | 6,447 | |
LME Nickel Forward | | | Sep-23 | | | | 4 | | | | (482,464 | ) | | | 25,151 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,625 | ) | | | 6,452 | |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | (241,267 | ) | | | 25,311 | |
LME Nickel Forward | | | Sep-23 | | | | 44 | | | | (5,309,832 | ) | | | 294,234 | |
LME Nickel Forward | | | Sep-23 | | | | 22 | | | | (2,654,916 | ) | | | 123,932 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,786 | ) | | | 4,134 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,807 | ) | | | 2,193 | |
LME Nickel Forward | | | Sep-23 | | | | 3 | | | | (362,486 | ) | | | (1,286 | ) |
LME Nickel Forward | | | Sep-23 | | | | 4 | | | | (483,400 | ) | | | (880 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (120,935 | ) | | | 1,975 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (241,956 | ) | | | 3,354 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (120,990 | ) | | | 12,810 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (242,100 | ) | | | 16,372 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (242,148 | ) | | | 14,885 | |
LME Nickel Forward | | | Oct-23 | | | | 27 | | | | (3,270,618 | ) | | | 100,044 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,157 | ) | | | 12,835 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (242,359 | ) | | | 25,625 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,270 | ) | | | 12,779 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,293 | ) | | | 12,651 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (242,631 | ) | | | 22,485 | |
LME Nickel Forward | | | Oct-23 | | | | 5 | | | | (606,692 | ) | | | 46,096 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,429 | ) | | | 12,719 | |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | (121,486 | ) | | | 7,214 | |
LME Nickel Forward | | | Nov-23 | | | | 3 | | | | (364,698 | ) | | | 9,522 | |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | (121,578 | ) | | | 1,992 | |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | (121,590 | ) | | | 1,350 | |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | (121,626 | ) | | | (1,116 | ) |
LME Nickel Forward | | | Nov-23 | | | | 25 | | | | (3,040,650 | ) | | | 2,325 | |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Nickel Forward | | | Nov-23 | | | | 2 | | | $ | (243,219 | ) | | $ | (2,529 | ) |
LME Nickel Forward | | | Nov-23 | | | | 1 | | | | (121,593 | ) | | | (813 | ) |
LME Nickel Forward | | | Nov-23 | | | | 7 | | | | (852,057 | ) | | | 20,569 | |
LME Nickel Forward | | | Dec-23 | | | | 37 | | | | (4,517,922 | ) | | | 44,593 | |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | (120,815 | ) | | | (5,990 | ) |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | (60,479 | ) | | | (1,367 | ) |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | (120,975 | ) | | | (2,750 | ) |
LME Zinc Forward | | | Sep-23 | | | | 5 | | | | (302,646 | ) | | | (5,384 | ) |
LME Zinc Forward | | | Sep-23 | | | | 504 | | | | (30,510,900 | ) | | | 848,584 | |
LME Zinc Forward | | | Sep-23 | | | | 60 | | | | (3,632,250 | ) | | | (56,435 | ) |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | (121,150 | ) | | | (3,725 | ) |
LME Zinc Forward | | | Oct-23 | | | | 2 | | | | (121,180 | ) | | | (2,841 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | (60,594 | ) | | | (1,119 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | (60,604 | ) | | | (1,520 | ) |
LME Zinc Forward | | | Oct-23 | | | | 80 | | | | (4,856,000 | ) | | | 147,038 | |
LME Zinc Forward | | | Oct-23 | | | | 58 | | | | (3,520,600 | ) | | | (40,393 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | (60,713 | ) | | | 925 | |
LME Zinc Forward | | | Oct-23 | | | | 8 | | | | (485,750 | ) | | | 8,790 | |
LME Zinc Forward | | | Oct-23 | | | | 5 | | | | (303,719 | ) | | | 6,219 | |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,781 | ) | | | 681 | |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,800 | ) | | | 313 | |
LME Zinc Forward | | | Nov-23 | | | | 3 | | | | (182,400 | ) | | | (7,038 | ) |
LME Zinc Forward | | | Nov-23 | | | | 85 | | | | (5,166,938 | ) | | | 132,900 | |
LME Zinc Forward | | | Nov-23 | | | | 60 | | | | (3,647,250 | ) | | | (23,518 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,750 | ) | | | (3,888 | ) |
LME Zinc Forward | | | Nov-23 | | | | 5 | | | | (303,563 | ) | | | (18,588 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,718 | ) | | | (3,368 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,750 | ) | | | (1,164 | ) |
LME Zinc Forward | | | Dec-23 | | | | 337 | | | | (20,502,238 | ) | | | (558,463 | ) |
Long Gilt Futures | | | Dec-23 | | | | 1,052 | | | | (127,363,711 | ) | | | (1,270,183 | ) |
Low Sulphur Gasoil G Futures | | | Oct-23 | | | | 22 | | | | (1,943,150 | ) | | | 18,363 | |
Lumber Futures | | | Nov-23 | | | | 4 | | | | (55,880 | ) | | | 44 | |
MAIZE Futures | | | Nov-23 | | | | 12 | | | | (137,930 | ) | | | 2,928 | |
Micro E-mini Russell 200 Index Futures | | | Sep-23 | | | | 1 | | | | (9,508 | ) | | | (252 | ) |
Micro Gold Futures | | | Dec-23 | | | | 32 | | | | (629,088 | ) | | | (13,981 | ) |
Mill Wheat Euro | | | Sep-23 | | | | 11 | | | | (133,741 | ) | | | 4,121 | |
Mill Wheat Euro | | | Dec-23 | | | | 177 | | | | (2,269,575 | ) | | | 122,112 | |
Mill Wheat Euro | | | Mar-24 | | | | 40 | | | | (526,995 | ) | | | 5,734 | |
Mill Wheat Euro | | | May-24 | | | | 3 | | | | (40,094 | ) | | | 407 | |
Mini H-Shares Index Futures | | | Sep-23 | | | | 4 | | | | (32,179 | ) | | | 15 | |
Mini HSI Index Futures | | | Sep-23 | | | | 51 | | | | (1,190,337 | ) | | | (4,658 | ) |
MSCI China A 50 Connect Index | | | Sep-23 | | | | 2 | | | | (101,880 | ) | | | 1,235 | |
MSCI EAFE Index Futures | | | Sep-23 | | | | 1 | | | | (105,465 | ) | | | 140 | |
MSCI Emerging Markets Index Futures | | | Sep-23 | | | | 146 | | | | (7,148,890 | ) | | | (60,395 | ) |
MSCI Singapore Exchange ETS | | | Sep-23 | | | | 244 | | | | (5,130,238 | ) | | | (37,268 | ) |
MXN Currency Futures | | | Sep-23 | | | | 2 | | | | (58,750 | ) | | | 220 | |
Natural Gas Futures | | | Oct-23 | | | | 774 | | | | (21,424,320 | ) | | | (621,535 | ) |
Natural Gas Futures | | | Nov-23 | | | | 401 | | | | (12,619,470 | ) | | | 116,380 | |
Natural Gas Futures | | | Dec-23 | | | | 125 | | | | (4,513,750 | ) | | | 31,970 | |
Natural Gas Futures | | | Jan-24 | | | | 33 | | | | (1,265,550 | ) | | | 8,870 | |
New Zealand 3-Month Bank Bill Futures | | | Dec-23 | | | | 2 | | | | (112 | ) | | | 1 | |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
New Zealand 3-Month Bank Bill Futures | | | Mar-24 | | | | 11 | | | $ | (618 | ) | | $ | (1 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-23 | | | | 11 | | | | (1,438,252 | ) | | | (14,057 | ) |
NYSE FANG+ Index Futures | | | Sep-23 | | | | 1 | | | | (39,312 | ) | | | (109 | ) |
NZD Currency Futures | | | Sep-23 | | | | 433 | | | | (25,795,975 | ) | | | 435,137 | |
OMX Stockholm 30 ESG Responsible Index | | | Sep-23 | | | | 2 | | | | (38,287 | ) | | | (504 | ) |
OMX Stockholm 30 Index Futures | | | Sep-23 | | | | 1,550 | | | | (30,990,091 | ) | | | (460,426 | ) |
Palladium Futures | | | Dec-23 | | | | 39 | | | | (4,752,930 | ) | | | 140,790 | |
Phelix DE Baseload Futures | | | Oct-23 | | | | 1 | | | | (275,607 | ) | | | 64,171 | |
Phelix DE Baseload Futures | | | Jan-24 | | | | 1 | | | | (1,278,248 | ) | | | 140,969 | |
Platinum Futures | | | Oct-23 | | | | 188 | | | | (9,159,360 | ) | | | (424,190 | ) |
Rapeseed Euro | | | Nov-23 | | | | 23 | | | | (584,533 | ) | | | (29,942 | ) |
Rapeseed Euro | | | Feb-24 | | | | 4 | | | | (104,640 | ) | | | (2,887 | ) |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-23 | | | | 45 | | | | (1,725,188 | ) | | | 87,363 | |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Mar-24 | | | | 9 | | | | (353,025 | ) | | | 11,750 | |
Russell 2000 E-Mini | | | Sep-23 | | | | 26 | | | | (2,472,080 | ) | | | (46,020 | ) |
S&P 500 E-Mini Futures | | | Sep-23 | | | | 243 | | | | (54,869,400 | ) | | | 778,925 | |
S&P/TSX 60 IX Futures | | | Sep-23 | | | | 93 | | | | (16,740,275 | ) | | | (374,038 | ) |
SA Rand Currency Futures | | | Sep-23 | | | | 2 | | | | (52,900 | ) | | | 1,963 | |
Short BTP Future | | | Sep-23 | | | | 346 | | | | (39,503,302 | ) | | | (87,214 | ) |
Short BTP Future | | | Dec-23 | | | | 197 | | | | (20,692,665 | ) | | | (22,555 | ) |
Silver Futures | | | Dec-23 | | | | 185 | | | | (22,951,100 | ) | | | (211,903 | ) |
Soybean Meal Futures | | | Dec-23 | | | | 73 | | | | (2,949,200 | ) | | | (94,740 | ) |
Soybean Oil Futures | | | Dec-23 | | | | 563 | | | | (21,105,744 | ) | | | (993,302 | ) |
SPI 200 Futures | | | Sep-23 | | | | 87 | | | | (10,252,587 | ) | | | (266,777 | ) |
Sugar No. 11 (World) | | | Oct-23 | | | | 573 | | | | (16,082,506 | ) | | | (477,104 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 2,540 | | | | (282,019,374 | ) | | | (1,912,824 | ) |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 1,497 | | | | (305,095,617 | ) | | | (729,055 | ) |
U.S. Treasury 3-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 3 | | | | (624,492 | ) | | | (3,336 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 2,698 | | | | (288,475,218 | ) | | | (1,434,312 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-23 | | | | 1,030 | | | | (125,338,125 | ) | | | (1,300,215 | ) |
U.S. Treasury Ultra 10-Year Notes | | | Dec-23 | | | | 338 | | | | (39,244,969 | ) | | | (423,975 | ) |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-23 | | | | 302 | | | | (39,099,563 | ) | | | (580,982 | ) |
UK Natural Gas Futures | | | Oct-23 | | | | 20 | | | | (673,338 | ) | | | 125,254 | |
UK Natural Gas Futures | | | Nov-23 | | | | 5 | | | | (214,210 | ) | | | 4,313 | |
Wheat (Chicago Board of Trade) | | | Dec-23 | | | | 1,106 | | | | (33,290,600 | ) | | | 1,969,127 | |
Wheat (Chicago Board of Trade) | | | Mar-24 | | | | 93 | | | | (2,923,688 | ) | | | 194,163 | |
Wheat (Chicago Board of Trade) | | | May-24 | | | | 4 | | | | (129,100 | ) | | | 5,550 | |
WTI Crude Futures | | | Oct-23 | | | | 122 | | | | (10,202,860 | ) | | | (191,630 | ) |
WTI Crude Futures | | | Dec-23 | | | | 4 | | | | (329,040 | ) | | | (15,870 | ) |
| | | | | | | | | | | | | | $ | (3,526,347 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 13,877,152 | |
Forward foreign currency contracts outstanding as of August 31, 2023 were as follows:
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 112,492,936 | | | | | | USD | | | 73,030,281 | | | | | | | | Sep 01 2023 | | | | BOA | | | $ | (137,867 | ) |
AUD | | | 400,000 | | | | | | USD | | | 258,993 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 234 | |
AUD | | | 4,100,000 | | | | | | USD | | | 2,637,723 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 20,831 | |
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, 2023
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 1,049,842 | | | | | | EUR | | | 625,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | $ | 2,364 | |
AUD | | | 13,400,000 | | | | | | JPY | | | 1,253,583,132 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 43,279 | |
AUD | | | 28,206,000 | | | | | | USD | | | 19,166,632 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (875,721 | ) |
AUD | | | 63,451,000 | | | | | | USD | | | 41,093,885 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 92,659 | |
BRL | | | 39,812,867 | | | | | | USD | | | 8,202,101 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (167,178 | ) |
BRL | | | 116,024,241 | | | | | | USD | | | 23,550,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (193,252 | ) |
BRL | | | 14,785,018 | | | | | | USD | | | 3,000,000 | | | | | | | | Oct 03 2023 | | | | BOA | | | | (30,038 | ) |
CAD | | | 2,979,568 | | | | | | USD | | | 2,202,059 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 3,099 | |
CAD | | | 60,100,999 | | | | | | USD | | | 44,719,753 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (226,544 | ) |
CAD | | | 19,184,482 | | | | | | AUD | | | 22,000,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (63,611 | ) |
CAD | | | 11,800,000 | | | | | | JPY | | | 1,266,011,380 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 3,882 | |
CAD | | | 57,923,000 | | | | | | USD | | | 43,782,105 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (899,935 | ) |
CHF | | | 14,708,858 | | | | | | USD | | | 16,735,531 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (82,571 | ) |
CHF | | | 14,708,858 | | | | | | USD | | | 16,721,661 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (61,749 | ) |
CHF | | | 28,721,364 | | | | | | EUR | | | 30,000,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 22,634 | |
CHF | | | 14,591,908 | | | | | | USD | | | 16,700,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (145,547 | ) |
CHF | | | 18,058,364 | | | | | | EUR | | | 18,875,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 2,935 | |
CHF | | | 2,796,314 | | | | | | GBP | | | 2,500,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 5,769 | |
CHF | | | 10,250,000 | | | | | | JPY | | | 1,700,899,965 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (100,434 | ) |
CHF | | | 59,618,000 | | | | | | USD | | | 68,028,127 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (376,946 | ) |
CLP | | | 1,032,912,000 | | | | | | USD | | | 1,200,000 | | | | | | | | Sep 08 2023 | | | | BOA | | | | 10,593 | |
CLP | | | 4,946,700,796 | | | | | | USD | | | 5,750,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 39,240 | |
CLP | | | 87,186,870 | | | | | | USD | | | 100,000 | | | | | | | | Sep 29 2023 | | | | BOA | | | | 1,926 | |
CNH | | | 500,000 | | | | | | USD | | | 68,510 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 198 | |
CNH | | | 500,000 | | | | | | USD | | | 68,534 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 189 | |
CNH | | | 53,411,139 | | | | | | USD | | | 7,392,323 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (45,382 | ) |
COP | | | 393,431,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (3,986 | ) |
COP | | | 1,239,076,200 | | | | | | USD | | | 300,000 | | | | | | | | Sep 11 2023 | | | | BOA | | | | 1,759 | |
COP | | | 1,205,935,070 | | | | | | USD | | | 300,000 | | | | | | | | Sep 15 2023 | | | | BOA | | | | (6,720 | ) |
COP | | | 413,974,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 18 2023 | | | | BOA | | | | 573 | |
COP | | | 16,351,329,990 | | | | | | USD | | | 3,950,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 19,708 | |
COP | | | 411,761,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (104 | ) |
COP | | | 416,440,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 28 2023 | | | | BOA | | | | 822 | |
CZK | | | 124,966,428 | | | | | | EUR | | | 5,150,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 35,957 | |
EUR | | | 173,237 | | | | | | NOK | | | 2,000,000 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (266 | ) |
EUR | | | 133,615,631 | | | | | | USD | | | 145,906,835 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (1,013,874 | ) |
EUR | | | 258,961 | | | | | | NOK | | | 3,000,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (1,359 | ) |
EUR | | | 500,000 | | | | | | PLN | | | 2,233,444 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 1,079 | |
EUR | | | 84,331 | | | | | | SEK | | | 1,000,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 106 | |
EUR | | | 29 | | | | | | USD | | | 32 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 1 | |
EUR | | | 1,300,000 | | | | | | CHF | | | 1,248,148 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (5,015 | ) |
EUR | | | 1,600,000 | | | | | | CZK | | | 38,924,083 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (15,653 | ) |
EUR | | | 2,650,000 | | | | | | GBP | | | 2,289,913 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (24,863 | ) |
EUR | | | 34,500,000 | | | | | | JPY | | | 5,410,495,444 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 140,281 | |
EUR | | | 36,676,993 | | | | | | NOK | | | 420,644,631 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 217,886 | |
EUR | | | 4,291,967 | | | | | | PLN | | | 19,198,665 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 10,076 | |
EUR | | | 57,852,474 | | | | | | SEK | | | 677,831,795 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 820,510 | |
EUR | | | 43,500,000 | | | | | | USD | | | 47,808,451 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (594,098 | ) |
EUR | | | 12,875,000 | | | | | | AUD | | | 21,847,842 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (192,071 | ) |
EUR | | | 13,625,000 | | | | | | CAD | | | 20,159,223 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (134,641 | ) |
EUR | | | 900,000 | | | | | | GBP | | | 770,920 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 240 | |
EUR | | | 600,000 | | | | | | HUF | | | 231,143,014 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (3,026 | ) |
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, 2023
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
EUR | | | 11,800,000 | | | | | | JPY | | | 1,873,729,080 | | | | | | | | Sep 22 2023 | | | | BOA | | | $ | (114,788 | ) |
EUR | | | 7,250,000 | | | | | | NOK | | | 83,748,121 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (12,973 | ) |
EUR | | | 14,250,000 | | | | | | SEK | | | 169,828,690 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (60,113 | ) |
EUR | | | 49,714,000 | | | | | | USD | | | 54,758,569 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (794,346 | ) |
EUR | | | 24,028,000 | | | | | | USD | | | 26,306,221 | | | | | | | | Oct 18 2023 | | | | BOA | | | | (189,795 | ) |
GBP | | | 134,357,403 | | | | | | USD | | | 169,842,889 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 362,121 | |
GBP | | | 171,172 | | | | | | EUR | | | 200,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (73 | ) |
GBP | | | 132,457,403 | | | | | | USD | | | 168,355,646 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (553,927 | ) |
GBP | | | 38,219,704 | | | | | | EUR | | | 44,400,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 230,170 | |
GBP | | | 50,000,000 | | | | | | USD | | | 63,725,572 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (379,489 | ) |
GBP | | | 9,500,000 | | | | | | AUD | | | 18,852,542 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (189,557 | ) |
GBP | | | 22,682,488 | | | | | | EUR | | | 26,500,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (28,388 | ) |
GBP | | | 9,125,000 | | | | | | JPY | | | 1,693,985,349 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (123,108 | ) |
GBP | | | 45,561,500 | | | | | | USD | | | 58,040,529 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (317,169 | ) |
GBP | | | 1,028,000 | | | | | | USD | | | 1,310,511 | | | | | | | | Oct 18 2023 | | | | BOA | | | | (8,038 | ) |
HUF | | | 3,613,312,838 | | | | | | EUR | | | 9,300,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 138,622 | |
HUF | | | 191,585,050 | | | | | | EUR | | | 500,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (406 | ) |
HUF | | | 528,109,260 | | | | | | USD | | | 1,500,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (5,022 | ) |
HUF | | | 2,781,500,000 | | | | | | USD | | | 7,767,680 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 65,929 | |
IDR | | | 27,577,256,000 | | | | | | USD | | | 1,800,000 | | | | | | | | Sep 27 2023 | | | | BOA | | | | 10,396 | |
ILS | | | 2,262,694 | | | | | | USD | | | 600,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (4,563 | ) |
INR | | | 2,227,040,736 | | | | | | USD | | | 26,800,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 96,453 | |
INR | | | 115,796,248 | | | | | | USD | | | 1,400,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (2,244 | ) |
INR | | | 465,378,930 | | | | | | USD | | | 5,600,000 | | | | | | | | Sep 27 2023 | | | | BOA | | | | 16,113 | |
JPY | | | 11,523,371,255 | | | | | | USD | | | 78,991,159 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 222,345 | |
JPY | | | 267,146,315 | | | | | | USD | | | 1,831,453 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 6,100 | |
JPY | | | 882,965,185 | | | | | | EUR | | | 5,600,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 9,911 | |
JPY | | | 2,165,791,833 | | | | | | USD | | | 14,917,925 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 15,298 | |
JPY | | | 2,100,035,000 | | | | | | USD | | | 14,855,660 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (371,158 | ) |
JPY | | | 36,600,000 | | | | | | USD | | | 253,209 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 327 | |
KRW | | | 1,168,262,500 | | | | | | USD | | | 900,000 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (16,081 | ) |
KRW | | | 1,184,848,106 | | | | | | USD | | | 900,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (3,358 | ) |
KRW | | | 1,183,894,097 | | | | | | USD | | | 900,000 | | | | | | | | Sep 07 2023 | | | | BOA | | | | (3,993 | ) |
KRW | | | 1,206,418,307 | | | | | | USD | | | 900,000 | | | | | | | | Sep 11 2023 | | | | BOA | | | | 13,258 | |
KRW | | | 17,235,945,235 | | | | | | USD | | | 12,900,000 | | | | | | | | Sep 18 2023 | | | | BOA | | | | 152,719 | |
KRW | | | 330,285,950 | | | | | | USD | | | 250,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 152 | |
KRW | | | 17,417,210,037 | | | | | | USD | | | 13,200,000 | | | | | | | | Sep 27 2023 | | | | BOA | | | | (3,362 | ) |
MXN | | | 370,669,799 | | | | | | USD | | | 21,600,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 63,487 | |
MXN | | | 627,257,000 | | | | | | USD | | | 36,313,862 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 332,520 | |
MXN | | | 460,000 | | | | | | USD | | | 26,641 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 102 | |
NOK | | | 2,000,000 | | | | | | EUR | | | 173,267 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 233 | |
NOK | | | 7,425,799 | | | | | | USD | | | 700,667 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (2,182 | ) |
NOK | | | 3,000,000 | | | | | | EUR | | | 259,387 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 897 | |
NOK | | | 5,727,819 | | | | | | USD | | | 538,284 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 566 | |
NOK | | | 103,311,688 | | | | | | EUR | | | 9,121,335 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (176,538 | ) |
NOK | | | 112,630,979 | | | | | | USD | | | 11,051,020 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (450,249 | ) |
NOK | | | 13,526,679 | | | | | | SEK | | | 13,951,858 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (2,497 | ) |
NOK | | | 4,237,573 | | | | | | USD | | | 400,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (1,138 | ) |
NZD | | | 1,100,000 | | | | | | USD | | | 658,535 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (2,605 | ) |
NZD | | | 700,000 | | | | | | USD | | | 415,996 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 1,417 | |
NZD | | | 3,300,000 | | | | | | USD | | | 1,954,415 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 13,463 | |
NZD | | | 4,327,217 | | | | | | AUD | | | 4,000,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (13,456 | ) |
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, 2023
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
NZD | | | 20,400,000 | | | | | | JPY | | | 1,763,763,600 | | | | | | | | Sep 22 2023 | | | | BOA | | | $ | (24 | ) |
NZD | | | 23,135,000 | | | | | | USD | | | 14,375,787 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (579,700 | ) |
NZD | | | 37,541,000 | | | | | | USD | | | 22,374,686 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 12,991 | |
PEN | | | 1,481,990 | | | | | | USD | | | 400,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 433 | |
PHP | | | 14,066,685 | | | | | | USD | | | 250,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (1,660 | ) |
PLN | | | 1,787,590 | | | | | | EUR | | | 400,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (661 | ) |
PLN | | | 34,619,481 | | | | | | EUR | | | 154,387,340 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (195,363 | ) |
PLN | | | 8,508,373 | | | | | | EUR | | | 1,900,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (2,634 | ) |
PLN | | | 55,275,480 | | | | | | USD | | | 13,500,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (118,285 | ) |
PLN | | | 113,180,000 | | | | | | USD | | | 27,645,295 | | | | | | | | Oct 18 2023 | | | | BOA | | | | (280,784 | ) |
SEK | | | 21,512,394 | | | | | | USD | | | 1,988,083 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (23,117 | ) |
SEK | | | 1,000,000 | | | | | | EUR | | | 84,375 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (155 | ) |
SEK | | | 2,756,976 | | | | | | USD | | | 252,941 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (1,067 | ) |
SEK | | | 88,186,132 | | | | | | EUR | | | 7,503,775 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (81,948 | ) |
SEK | | | 21,605,628 | | | | | | USD | | | 1,990,722 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (15,394 | ) |
SEK | | | 19,582,087 | | | | | | NOK | | | 19,026,679 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (387 | ) |
SEK | | | 89,130,000 | | | | | | USD | | | 8,121,437 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 38,250 | |
SGD | | | 337,467 | | | | | | USD | | | 250,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (69 | ) |
SGD | | | 33,579,217 | | | | | | USD | | | 24,800,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 71,335 | |
THB | | | 12,205,364 | | | | | | USD | | | 350,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (755 | ) |
TRY | | | 3,000,000 | | | | | | USD | | | 109,578 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 1,097 | |
TWD | | | 193,666,698 | | | | | | USD | | | 6,100,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (15,019 | ) |
TWD | | | 193,407,490 | | | | | | USD | | | 6,100,000 | | | | | | | | Sep 11 2023 | | | | BOA | | | | (18,659 | ) |
TWD | | | 111,422,635 | | | | | | USD | | | 3,500,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 7,393 | |
TWD | | | 194,123,942 | | | | | | USD | | | 6,100,000 | | | | | | | | Sep 21 2023 | | | | BOA | | | | 11,447 | |
TWD | | | 3,181,657 | | | | | | USD | | | 100,000 | | | | | | | | Sep 28 2023 | | | | BOA | | | | 253 | |
USD | | | 72,708,098 | | | | | | AUD | | | 112,492,936 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (184,316 | ) |
USD | | | 73,687,701 | | | | | | AUD | | | 113,492,936 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 136,556 | |
USD | | | 47,840,029 | | | | | | AUD | | | 73,500,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 180,585 | |
USD | | | 36,769,747 | | | | | | AUD | | | 55,449,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 812,407 | |
USD | | | 8,093,615 | | | | | | BRL | | | 39,833,998 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 54,429 | |
USD | | | 6,050,000 | | | | | | BRL | | | 30,214,750 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (32,507 | ) |
USD | | | 135,701,224 | | | | | | CAD | | | 183,737,677 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (281,806 | ) |
USD | | | 95,837,172 | | | | | | CAD | | | 128,893,779 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 416,165 | |
USD | | | 70,249,269 | | | | | | CAD | | | 94,359,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 392,415 | |
USD | | | 31,466,743 | | | | | | CAD | | | 42,397,000 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 67,731 | |
USD | | | 16,714,611 | | | | | | CHF | | | 14,708,858 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 61,651 | |
USD | | | 9,400,000 | | | | | | CHF | | | 8,226,564 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 67,000 | |
USD | | | 18,568,370 | | | | | | CHF | | | 16,438,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (84,556 | ) |
USD | | | 157,502,571 | | | | | | CHF | | | 137,640,000 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 862,257 | |
USD | | | 1,200,000 | | | | | | CLP | | | 1,026,084,829 | | | | | | | | Sep 08 2023 | | | | BOA | | | | (2,592 | ) |
USD | | | 5,900,000 | | | | | | CLP | | | 5,103,390,688 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (72,618 | ) |
USD | | | 500,000 | | | | | | CLP | | | 438,052,505 | | | | | | | | Sep 25 2023 | | | | BOA | | | | (12,354 | ) |
USD | | | 600,000 | | | | | | CLP | | | 515,976,000 | | | | | | | | Oct 02 2023 | | | | BOA | | | | (3,020 | ) |
USD | | | 68,500 | | | | | | CNH | | | 500,000 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (207 | ) |
USD | | | 68,521 | | | | | | CNH | | | 500,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (202 | ) |
USD | | | 38,809,245 | | | | | | CNH | | | 277,749,558 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 603,548 | |
USD | | | 12,100,000 | | | | | | CNH | | | 88,165,340 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (28,796 | ) |
USD | | | 100,000 | | | | | | COP | | | 412,027,644 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (553 | ) |
USD | | | 300,000 | | | | | | COP | | | 1,237,265,931 | | | | | | | | Sep 11 2023 | | | | BOA | | | | (1,318 | ) |
USD | | | 300,000 | | | | | | COP | | | 1,208,732,967 | | | | | | | | Sep 15 2023 | | | | BOA | | | | 6,040 | |
USD | | | 100,000 | | | | | | COP | | | 415,147,644 | | | | | | | | Sep 18 2023 | | | | BOA | | | | (858 | ) |
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, 2023
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 1,500,000 | | | | | | COP | | | 6,184,021,375 | | | | | | | | Sep 20 2023 | | | | BOA | | | $ | (1,331 | ) |
USD | | | 100,000 | | | | | | COP | | | 415,057,644 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (696 | ) |
USD | | | 100,000 | | | | | | COP | | | 412,653,644 | | | | | | | | Sep 28 2023 | | | | BOA | | | | 95 | |
USD | | | 145,251,747 | | | | | | EUR | | | 133,615,624 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 358,794 | |
USD | | | 147,321,684 | | | | | | EUR | | | 134,891,405 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 1,018,527 | |
USD | | | 49,942,373 | | | | | | EUR | | | 45,800,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 231,628 | |
USD | | | 37,639,867 | | | | | | EUR | | | 34,565,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 119,786 | |
USD | | | 12,735,011 | | | | | | EUR | | | 11,709,000 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 8,307 | |
USD | | | 170,754,694 | | | | | | GBP | | | 134,357,403 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 549,684 | |
USD | | | 4,575,483 | | | | | | GBP | | | 3,596,572 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 19,219 | |
USD | | | 28,937,945 | | | | | | GBP | | | 22,800,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 52,131 | |
USD | | | 9,515,043 | | | | | | GBP | | | 7,483,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 34,585 | |
USD | | | 950,000 | | | | | | IDR | | | 14,475,989,618 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (363 | ) |
USD | | | 13,300,000 | | | | | | ILS | | | 49,157,959 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 363,876 | |
USD | | | 6,700,000 | | | | | | ILS | | | 25,289,280 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 44,449 | |
USD | | | 26,800,000 | | | | | | INR | | | 2,206,529,760 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 151,262 | |
USD | | | 17,000,000 | | | | | | INR | | | 1,411,858,330 | | | | | | | | Sep 18 2023 | | | | BOA | | | | (43,498 | ) |
USD | | | 3,650,000 | | | | | | INR | | | 302,910,645 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (6,380 | ) |
USD | | | 26,600,000 | | | | | | INR | | | 2,212,194,320 | | | | | | | | Sep 25 2023 | | | | BOA | | | | (98,274 | ) |
USD | | | 78,813,304 | | | | | | JPY | | | 11,523,371,255 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (400,200 | ) |
USD | | | 77,807,029 | | | | | | JPY | | | 11,342,889,086 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (214,496 | ) |
USD | | | 77,114,112 | | | | | | JPY | | | 11,005,018,941 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 1,234,060 | |
USD | | | 45,847,711 | | | | | | JPY | | | 6,431,937,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 1,484,921 | |
USD | | | 912,661 | | | | | | KRW | | | 1,168,262,500 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 28,743 | |
USD | | | 900,000 | | | | | | KRW | | | 1,168,008,417 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 16,102 | |
USD | | | 900,000 | | | | | | KRW | | | 1,184,773,176 | | | | | | | | Sep 07 2023 | | | | BOA | | | | 3,328 | |
USD | | | 900,000 | | | | | | KRW | | | 1,183,698,000 | | | | | | | | Sep 11 2023 | | | | BOA | | | | 3,941 | |
USD | | | 12,900,000 | | | | | | KRW | | | 17,048,576,067 | | | | | | | | Sep 18 2023 | | | | BOA | | | | (10,825 | ) |
USD | | | 4,400,000 | | | | | | KRW | | | 5,831,041,699 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (16,321 | ) |
USD | | | 12,900,000 | | | | | | KRW | | | 17,230,222,980 | | | | | | | | Sep 25 2023 | | | | BOA | | | | (153,500 | ) |
USD | | | 15,100,000 | | | | | | KRW | | | 20,005,702,618 | | | | | | | | Sep 27 2023 | | | | BOA | | | | (57,882 | ) |
USD | | | 18,287,911 | | | | | | MXN | | | 310,000,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 121,847 | |
USD | | | 4,250,000 | | | | | | MXN | | | 73,185,137 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (27,244 | ) |
USD | | | 1,607,852 | | | | | | MXN | | | 27,618,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | (5,681 | ) |
USD | | | 700,000 | | | | | | NOK | | | 7,425,801 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 1,515 | |
USD | | | 1,100,000 | | | | | | NOK | | | 11,724,903 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (3,032 | ) |
USD | | | 26,348,416 | | | | | | NOK | | | 279,107,738 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 78,936 | |
USD | | | 9,400,000 | | | | | | NOK | | | 99,259,932 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 57,149 | |
USD | | | 654,482 | | | | | | NZD | | | 1,100,000 | | | | | | | | Sep 01 2023 | | | | BOA | | | | (1,449 | ) |
USD | | | 1,847,488 | | | | | | NZD | | | 3,100,000 | | | | | | | | Sep 05 2023 | | | | BOA | | | | (1,055 | ) |
USD | | | 40,055,492 | | | | | | NZD | | | 66,700,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 280,509 | |
USD | | | 33,637,441 | | | | | | NZD | | | 55,446,000 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 573,346 | |
USD | | | 150,000 | | | | | | PEN | | | 557,180 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (550 | ) |
USD | | | 350,000 | | | | | | PHP | | | 19,810,974 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 247 | |
USD | | | 200,000 | | | | | | PHP | | | 11,353,340 | | | | | | | | Sep 29 2023 | | | | BOA | | | | (415 | ) |
USD | | | 1,980,143 | | | | | | SEK | | | 21,512,392 | | | | | | | | Sep 01 2023 | | | | BOA | | | | 15,177 | |
USD | | | 1,809 | | | | | | SEK | | | 19,694 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 10 | |
USD | | | 28,973,590 | | | | | | SEK | | | 313,191,538 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 339,561 | |
USD | | | 8,600,000 | | | | | | SEK | | | 93,709,197 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 31,639 | |
USD | | | 4,250,000 | | | | | | SGD | | | 5,737,452 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 792 | |
USD | | | 3,800,000 | | | | | | THB | | | 132,863,442 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (1,763 | ) |
USD | | | 493,772 | | | | | | TRY | | | 13,000,000 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 14,178 | |
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, 2023
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 6,300,000 | | | | | | TRY | | | 173,365,474 | | | | | | | | Sep 22 2023 | | | | BOA | | | $ | (86,267 | ) |
USD | | | 6,100,000 | | | | | | TWD | | | 192,958,403 | | | | | | | | Sep 05 2023 | | | | BOA | | | | 37,273 | |
USD | | | 6,100,000 | | | | | | TWD | | | 193,605,789 | | | | | | | | Sep 11 2023 | | | | BOA | | | | 12,424 | |
USD | | | 14,650,000 | | | | | | TWD | | | 464,179,734 | | | | | | | | Sep 20 2023 | | | | BOA | | | | 38,420 | |
USD | | | 6,100,000 | | | | | | TWD | | | 193,252,819 | | | | | | | | Sep 21 2023 | | | | BOA | | | | 15,978 | |
USD | | | 1,600,000 | | | | | | TWD | | | 50,967,700 | | | | | | | | Sep 28 2023 | | | | BOA | | | | (5,970 | ) |
USD | | | 6,100,000 | | | | | | TWD | | | 193,980,787 | | | | | | | | Oct 02 2023 | | | | BOA | | | | (15,403 | ) |
USD | | | 9,327,992 | | | | | | ZAR | | | 176,715,678 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (13,045 | ) |
USD | | | 6,200,000 | | | | | | ZAR | | | 117,051,796 | | | | | | | | Sep 22 2023 | | | | BOA | | | | 13,830 | |
USD | | | 102,657,967 | | | | | | JPY | | | 14,826,500,000 | | | | | | | | Oct 18 2023 | | | | BOA | | | | (48,200 | ) |
ZAR | | | 103,971,738 | | | | | | USD | | | 5,621,376 | | | | | | | | Sep 20 2023 | | | | BOA | | | | (125,520 | ) |
ZAR | | | 20,000 | | | | | | USD | | | 1,039 | | | | | | | | Oct 18 2023 | | | | BOA | | | | 15 | |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | | | $ | 1,797,885 | |
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, 2023
ASSETS | | | | |
Investments, at value (cost $2,310,591,665) | | $ | 2,309,748,893 | |
Foreign currency deposits with broker for futures contracts (cost $28,176,372) | | | 28,079,241 | |
Deposits with broker for forward foreign currency contracts | | | 106,232,176 | |
Deposits with broker for futures contracts | | | 281,819,306 | |
Receivables for: | | | | |
Capital shares sold | | | 8,131,957 | |
Interest receivable | | | 285,885 | |
Unrealized appreciation on forward foreign currency contracts | | | 11,518,754 | |
Unrealized appreciation on futures contracts | | | 54,852,063 | |
Prepaid expenses and other assets | | | 127,991 | |
Total assets | | | 2,800,796,266 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 3,944,417 | |
Capital shares redeemed | | | 2,090,781 | |
Unrealized depreciation on forward foreign currency contracts | | | 9,720,869 | |
Unrealized depreciation on futures contracts | | | 40,974,911 | |
Other accrued expenses and liabilities | | | 464,353 | |
Total liabilities | | | 57,195,331 | |
Net assets | | $ | 2,743,600,935 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 237,220 | |
Paid-in capital | | | 3,182,141,110 | |
Total distributable earnings/(losses) | | | (438,777,395 | ) |
Net assets | | $ | 2,743,600,935 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 83,783,490 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 7,348,885 | |
Net asset value and redemption price per share | | $ | 11.40 | |
Maximum offering price per share (100/94.25 of $11.40) | | $ | 12.10 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 2,650,348,856 | |
Shares outstanding ($0.001 par value, 500,000,000 shares authorized) | | | 229,006,561 | |
Net asset value, offering and redemption price per share | | $ | 11.57 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 9,468,589 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 864,386 | |
Net asset value, offering and redemption price per share | | $ | 10.95 | |
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, 2023
INVESTMENT INCOME | | | | |
Interest | | $ | 105,658,298 | |
Total investment income | | | 105,658,298 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 48,673,170 | |
Administration and accounting services fees (Note 2) | | | 713,355 | |
Transfer agent fees (Note 2) | | | 389,034 | |
Distribution fees (Class A Shares) (Note 2) | | | 318,830 | |
Distribution fees (Class C Shares) (Note 2) | | | 74,065 | |
Directors fees | | | 304,606 | |
Legal fees | | | 199,316 | |
Officers fees | | | 198,944 | |
Registration and filing fees | | | 180,832 | |
Printing and shareholder reporting fees | | | 165,398 | |
Custodian fees (Note 2) | | | 121,722 | |
Audit and tax service fees | | | 71,201 | |
Other expenses | | | 224,439 | |
Total expenses before waivers and/or reimbursements | | | 51,634,912 | |
Less: waivers and/or reimbursements (Note 2) | | | (1,932,271 | ) |
Net expenses after waivers and/or reimbursements | | | 49,702,641 | |
Net investment income/(loss) | | | 55,955,657 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (1,910,900 | ) |
Futures contracts | | | (130,630,689 | ) |
Foreign currency transactions | | | (2,426,301 | ) |
Forward foreign currency contracts | | | 28,851,008 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 2,262,645 | |
Futures contracts | | | (24,904,435 | ) |
Foreign currency translations | | | (44,582 | ) |
Forward foreign currency contracts | | | (12,077,132 | ) |
Net realized and unrealized gain/(loss) from investments | | | (140,880,386 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (84,924,729 | ) |
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, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 55,955,657 | | | $ | (22,895,427 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions, forward foreign currency contracts and written options | | | (106,116,882 | ) | | | 297,758,259 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations, forward foreign currency contracts and written options | | | (34,763,504 | ) | | | 37,796,783 | |
Net increase/(decrease) in net assets resulting from operations | | | (84,924,729 | ) | | | 312,659,615 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Class A | | | (17,240,224 | ) | | | (699,439 | ) |
Class I | | | (350,326,206 | ) | | | (53,407,685 | ) |
Class C | | | (1,390,657 | ) | | | (168,600 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (368,957,087 | ) | | | (54,275,724 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 72,909,552 | | | | 96,389,889 | |
Proceeds from reinvestment of distributions | | | 15,458,188 | | | | 594,933 | |
Shares redeemed | | | (96,518,703 | ) | | | (11,764,526 | ) |
Total from Class A Shares | | | (8,150,963 | ) | | | 85,220,296 | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 1,519,244,144 | | | | 1,705,791,826 | |
Proceeds from reinvestment of distributions | | | 220,037,703 | | | | 35,649,949 | |
Shares redeemed | | | (1,223,121,986 | ) | | | (560,126,349 | ) |
Total from Class I Shares | | | 516,159,861 | | | | 1,181,315,426 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 3,837,664 | | | | 4,075,349 | |
Proceeds from reinvestment of distributions | | | 882,158 | | | | 147,425 | |
Shares redeemed | | | (2,504,539 | ) | | | (1,516,356 | ) |
Total from Class C Shares | | | 2,215,283 | | | | 2,706,418 | |
Net increase/(decrease) in net assets from capital share transactions | | | 510,224,181 | | | | 1,269,242,140 | |
Total increase/(decrease) in net assets | | | 56,342,365 | | | | 1,527,626,031 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,687,258,570 | | | | 1,159,632,539 | |
End of period | | $ | 2,743,600,935 | | | $ | 2,687,258,570 | |
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, 2023 | | | For the Year Ended August 31, 2022 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 5,947,542 | | | | 7,470,600 | |
Shares reinvested | | | 1,333,752 | | | | 51,509 | |
Shares redeemed | | | (8,301,217 | ) | | | (943,646 | ) |
Total Class A Shares | | | (1,019,923 | ) | | | 6,578,463 | |
Class I Shares | | | | | | | | |
Shares sold | | | 123,436,456 | | | | 134,098,707 | |
Shares reinvested | | | 18,742,564 | | | | 3,054,837 | |
Shares redeemed | | | (100,137,539 | ) | | | (44,029,159 | ) |
Total Class I Shares | | | 42,041,481 | | | | 93,124,385 | |
Class C Shares | | | | | | | | |
Shares sold | | | 305,269 | | | | 326,237 | |
Shares reinvested | | | 78,764 | | | | 13,117 | |
Shares redeemed | | | (211,397 | ) | | | (123,867 | ) |
Total Class C Shares | | | 172,636 | | | | 215,487 | |
Net increase/(decrease) in shares outstanding | | | 41,194,194 | | | | 99,918,335 | |
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, 2023 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 13.56 | | | $ | 11.95 | | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | |
Net investment income/(loss)(1) | | | 0.22 | | | | (0.19 | ) | | | (0.24 | ) | | | (0.11 | ) | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.60 | ) | | | 2.20 | | | | 1.07 | | | | (0.14 | ) | | | 1.18 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.38 | ) | | | 2.01 | | | | 0.83 | | | | (0.25 | ) | | | 1.17 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (1.11 | ) | | | (0.27 | ) | | | (0.16 | ) | | | (0.64 | ) | | | — | |
Net realized capital gains | | | (0.67 | ) | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.78 | ) | | | (0.40 | ) | | | (0.16 | ) | | | (0.92 | ) | | | — | |
Net asset value, end of period | | $ | 11.40 | | | $ | 13.56 | | | $ | 11.95 | | | $ | 11.28 | | | $ | 12.45 | |
Total investment return/(loss)(2) | | | (3.05 | )% | | | 17.40 | % | | | 7.42 | % | | | (1.64 | )% | | | 10.37 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 83,783 | | | $ | 113,480 | | | $ | 21,395 | | | $ | 14,469 | | | $ | 12,434 | |
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) | | | 2.11 | % | | | 2.10 | % | | | 2.14 | % | | | 2.15 | % | | | 2.14 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.80 | % | | | (1.47 | )% | | | (2.03 | )% | | | (0.98 | )% | | | (0.05 | )% |
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. 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, 2023 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 13.72 | | | $ | 12.07 | | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | |
Net investment income/(loss)(1) | | | 0.25 | | | | (0.15 | ) | | | (0.21 | ) | | | (0.09 | ) | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | (0.61 | ) | | | 2.22 | | | | 1.08 | | | | (0.14 | ) | | | 1.19 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.36 | ) | | | 2.07 | | | | 0.87 | | | | (0.23 | ) | | | 1.21 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (1.12 | ) | | | (0.29 | ) | | | (0.18 | ) | | | (0.66 | ) | | | (0.02 | ) |
Net realized capital gains | | | (0.67 | ) | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.79 | ) | | | (0.42 | ) | | | (0.18 | ) | | | (0.94 | ) | | | (0.02 | ) |
Net asset value, end of period | | $ | 11.57 | | | $ | 13.72 | | | $ | 12.07 | | | $ | 11.38 | | | $ | 12.55 | |
Total investment return/(loss)(2) | | | (2.83 | )% | | | 17.72 | % | | | 7.74 | % | | | (1.39 | )% | | | 10.63 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,650,349 | | | $ | 2,564,701 | | | $ | 1,132,714 | | | $ | 883,997 | | | $ | 707,564 | |
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) | | | 1.86 | % | | | 1.85 | % | | | 1.89 | % | | | 1.90 | % | | | 1.89 | % |
Ratio of net investment income/(loss) to average net assets | | | 2.05 | % | | | (1.22 | )% | | | (1.78 | )% | | | (0.73 | )% | | | 0.20 | % |
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, 2023 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 13.12 | | | $ | 11.60 | | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | |
Net investment income/(loss)(1) | | | 0.12 | | | | (0.27 | ) | | | (0.32 | ) | | | (0.19 | ) | | | (0.08 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.57 | ) | | | 2.13 | | | | 1.05 | | | | (0.14 | ) | | | 1.13 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.45 | ) | | | 1.86 | | | | 0.73 | | | | (0.33 | ) | | | 1.05 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (1.05 | ) | | | (0.21 | ) | | | (0.11 | ) | | | (0.52 | ) | | | — | |
Net realized capital gains | | | (0.67 | ) | | | (0.13 | ) | | | — | | | | (0.28 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.72 | ) | | | (0.34 | ) | | | (0.11 | ) | | | (0.80 | ) | | | — | |
Net asset value, end of period | | $ | 10.95 | | | $ | 13.12 | | | $ | 11.60 | | | $ | 10.98 | | | $ | 12.11 | |
Total investment return/(loss)(2) | | | (3.77 | )% | | | 16.48 | % | | | 6.72 | % | | | (2.40 | )% | | | 9.49 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 9,469 | | | $ | 9,078 | | | $ | 5,524 | | | $ | 5,151 | | | $ | 4,487 | |
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) | | | 2.86 | % | | | 2.85 | % | | | 2.89 | % | | | 2.90 | % | | | 2.89 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.05 | % | | | (2.22 | )% | | | (2.78 | )% | | | (1.73 | )% | | | (0.80 | )% |
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, 2023
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 fifty-three 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 91.523 billion shares are currently classified into two hundred and twenty-two 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, 2023, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2023 (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 $613,222,542, which represented 22.35% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $609,245,254, which represented 22.21% 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
37
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 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 by the Valuation Designee (as defined below) 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.
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated Abbey Capital Limited (the “Adviser” or “Abbey Capital”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 | | $ | 2,309,748,893 | | | $ | 2,309,748,893 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 26,591,920 | | | | 26,591,920 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 8,915,765 | | | | 8,915,765 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 11,518,754 | | | | — | | | | 11,518,754 | | | | — | |
Futures Contracts | | | 15,505,319 | | | | 15,505,319 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 3,839,059 | | | | 3,839,059 | | | | — | | | | — | |
Total Assets | | $ | 2,376,119,710 | | | $ | 2,364,600,956 | | | $ | 11,518,754 | | | $ | — | |
38
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (17,644,260 | ) | | $ | (17,644,260 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (5,333,701 | ) | | | (5,333,701 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (9,720,869 | ) | | | — | | | | (9,720,869 | ) | | | — | |
Futures Contracts | | | (1,596,505 | ) | | | (1,596,505 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (16,400,445 | ) | | | (16,400,445 | ) | | | — | | | | — | |
Total Liabilities | | $ | (50,695,780 | ) | | $ | (40,974,911 | ) | | $ | (9,720,869 | ) | | $ | — | |
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 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, 2023
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 | | | $ | — | | | $ | — | | | $ | 11,518,754 | | | $ | — | | | $ | 11,518,754 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 8,915,765 | | | | 3,839,058 | | | | 15,505,319 | | | | 26,591,919 | | | | 54,852,061 | |
Total Value- Assets | | | | | | $ | 8,915,765 | | | $ | 3,839,058 | | | $ | 27,024,073 | | | $ | 26,591,919 | | | $ | 66,370,815 | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | (9,720,869 | ) | | $ | — | | | $ | (9,720,869 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (5,333,700 | ) | | | (16,400,444 | ) | | | (1,596,505 | ) | | | (17,644,260 | ) | | | (40,974,909 | ) |
Total Value- Liabilities | | $ | (5,333,700 | ) | | $ | (16,400,444 | ) | | $ | (11,317,374 | ) | | $ | (17,644,260 | ) | | $ | (50,695,778 | ) |
(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) |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | $ | (36,175,149 | ) | | $ | 38,080,700 | | | $ | 2,092,153 | | | $ | (134,628,393 | ) | | $ | (130,630,689 | ) |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | 28,851,008 | | | | — | | | | 28,851,008 | |
Total Realized Gain/(Loss) | | $ | (36,175,149 | ) | | $ | 38,080,700 | | | $ | 30,943,161 | | | $ | (134,628,393 | ) | | $ | (101,779,681 | ) |
40
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 | | | $ | 13,272,253 | | | $ | (31,100,722 | ) | | $ | (10,947,084 | ) | | $ | 3,871,118 | | | $ | (24,904,435 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | (12,077,132 | ) | | | — | | | | (12,077,132 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 13,272,253 | | | $ | (31,100,722 | ) | | $ | (23,024,216 | ) | | $ | 3,871,118 | | | $ | (36,981,567 | ) |
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) |
$2,946,299,254 | $(7,069,243,345) | $(3,873,888,276) | $3,878,307,322 |
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, 2023
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 | | $ | 11,518,754 | | | $ | (9,720,869 | ) | | $ | — | | | $ | 1,797,885 | | | | | | | $ | 9,720,869 | | | $ | (9,720,869 | ) | | $ | — | | | $ | — | |
| (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 (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, 2023
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.
SEC RULE 18f-4 — Effective August 19, 2022, the U.S. Securities and Exchange Commission (“SEC”) implemented Rule 18f-4 under the 1940 Act (“Rule 18f-4”), providing for the regulation of a registered investment company’s use of derivatives and certain related instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. The Fund, as a full derivatives user (as defined in Rule 18f-4), is subject to the full requirements of Rule 18f-4. 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.
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
43
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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, 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.
Options — An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The Fund may use futures contracts and related options for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.
Options Written — The Fund may enter into options written for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on exchanges regulated by the Commodity Futures Trading Commission or on other non-U.S. exchanges. An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the option exercise period. The writer of the option is required upon exercise to assume a short futures position (if the option is a call) or a long futures position (if the option is a put). Upon exercise of the option, the accumulated cash balance in the writer’s futures margin account is delivered to the holder of the option. That balance represents the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the
44
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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.
2. Investment Adviser and Other Services
Abbey Capital Limited serves as the investment adviser to the Fund and the Cayman Subsidiary, Onshore Subsidiary and SPC. The Adviser allocates the assets of the Onshore Subsidiary and SPC (via the Cayman Subsidiary) to one or more Trading Advisers unaffiliated with the Adviser to manage. The Adviser also has the ultimate responsibility to oversee the Trading Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table. The Adviser compensates the Trading Advisers out of the Advisory Fee.
45
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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, 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.
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 |
$48,673,170 | $(1,932,271) | $46,740,899 |
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, 2024 | August 31, 2025 | August 31, 2026 | Total |
$1,020,929 | $1,164,300 | $1,932,271 | $4,117,500 |
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.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
46
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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. 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 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, 2023, 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) |
$2,946,372,094 | $46,791,957 | $(426,952,967) | $(380,161,010) |
(a) | The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to timing differences related to taxable income from a wholly-owned controlled foreign corporation. |
47
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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, 2023, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$61,531,137 | $(61,531,137) |
As of August 31, 2023, 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 |
$31,161,514 | $— | $(388,866,834) | $— | $81,072,075 | $— |
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, 2022 and August 31, 2023 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2023 | $301,432,418 | $67,524,669 | $368,957,087 |
2022 | $44,586,281 | $9,689,443 | $54,275,724 |
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023. The Fund deferred qualified late-year losses of $81,072,075 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, 2023, 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 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.
48
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2023
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
Israel-Hamas Conflict Risk — The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
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, 2023, 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, 2023, 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, 2023, 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 30, 2023
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, 2023. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023. During the fiscal year ended August 31, 2023, 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 23.34%.
Because the Fund’s 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 2024.
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 Forms N-PORT are 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 each of 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., 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, a “Trading Adviser”) (the “Trading Advisory Agreements”), at a meeting of the Board held on May 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements for an additional one-year term ending August 16, 2024. The Board’s decision to approve Investment 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 Investment 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, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of Abbey Capital, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of Abbey Capital, the Subsidiaries, or Trading Advisers were present. 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 Fuse Research Network, LLC comparing the Fund’s management fees and total expense ratios to a group of mutual
52
Abbey Capital Futures Strategy Fund
Other Information (Continued)
(Unaudited)
funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by 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 one-year period ended March 31, 2023, and underperformed its benchmark for the three-month, five-year, and since-inception periods ended March 31, 2023. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return for the since-inception period ended December 31, 2022, outperformed the median of its Peer Group, and for the three-month, one-year, three-year, and five-year periods ended December 31, 2022, underperformed the median of its Peer Group.
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 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 both the Fund’s net advisory fee and Fund’s total net expenses were above the median and in the 5th quintile (most expensive) of its Peer 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, 2023, 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 an additional one-year period ending August 16, 2024.
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 January 1, 2022 to December 31, 2022 (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,
53
Abbey Capital Futures Strategy Fund
Other Information (Concluded)
(Unaudited)
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 During the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
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 During the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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 During the Past 5 Years |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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. |
57
Abbey Capital Futures Strategy Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his 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, banking and investment services industry, including service on the boards of public companies, 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-AR23
Abbey Capital Multi Asset Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2023
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited)
August 31, 2023
Dear Shareholder,
The Abbey Capital Multi Asset Fund (the “Fund”) Class I Shares returned +0.38% net of fees for the 12-month fiscal year ended August 31, 2023.
Positive performance was driven by the long US equity component of the Fund’s investment strategy. The Fund’s managed futures component had negative returns over the 12-month period, with losses concentrated in energy, metals and bonds. 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 and is a multi-adviser fund 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.
Average Total Returns for the Periods Ended August 31, 2023 (unless otherwise noted)
| 2023 YTD | 1 Year | Sep. 1, 2021 to Aug. 31, 2022 | 5 Years Annualized | Annualized since inception on April 11, 2018 |
Class I Shares | 4.15% | 0.38% | 10.40% | 11.15% | 11.60% |
Class A Shares* | 4.07% | 0.24% | 9.99% | 10.87% | 11.32% |
Class A Shares (max load)* | -1.88% | -5.54% | 3.67% | 9.57% | 10.10% |
Class C Shares** | 3.47% | -0.63% | 9.18% | 10.04% | 10.48% |
ICE BofA 3- Month U.S. Treasury Bill Index*** | 3.13% | 4.25% | 0.37% | 1.65% | 1.67% |
Barclay CTA Index*** | 0.28% | -0.38% | 8.34% | 4.19% | 3.95% |
S&P 500® Total Return Index*** | 18.73% | 15.94% | -11.23% | 11.12% | 12.19% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 13, 2023
Source: Abbey Capital, Bloomberg and BarclayHedge
Performance quoted is past performance and does not guarantee future results. The Fund commenced operations as a series of The RBB Fund, Inc. on April 11, 2018, when all of the assets of Abbey Global LP transferred to Class I Shares of the Fund. For clarity, on February 28, 2023, reference to Abbey Global LP performance was removed from the Fund’s Prospectus.
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, 2023
* | 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, 2023, 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 1.98%, 2.23% and 2.98% 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, 2022, 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, 2023 was positive overall for Fund performance. The Fund’s Long US Equity strategy drove gains for the period, while the Managed Futures strategy saw losses.
Central bank monetary policy was an important driver of market moves throughout the 12-month period. Most central banks began aggressive interest rate hiking policies during the first half of 2022, and this hawkish shift in policy continued in the second half of the year and into 2023.
Inflation slowed from multi-decade highs during the period, with US inflation falling significantly from its peak in June 2022. The pace at which inflation slowed became a key focus for investors as markets tried to anticipate central bank policy responses to falling, albeit elevated, inflation. As we moved into 2023, central banks continued to raise rates, but in smaller increments. Investor focus shifted away from forecasting how high interest rates could go, and instead moved towards assessing when the peak in global central bank rates may occur and when central banks may begin to start cutting rates.
This slowdown in inflation supported equity returns. Stock markets steadied over the second half of 2022, though this period did see some notable negative and positive months as investors digested both hawkish and dovish central bank guidance. Equities then rallied strongly over the first eight months of 2023 alongside slowing inflation, generally strong corporate earnings, solid US economic data and hopes that we were approaching the end of the global rate hiking cycle.
Commodity markets were challenging for much of the period. Demand uncertainty amid a mixed global growth backdrop was a feature of several markets, with the outlook for the Chinese economy a factor within growth-sensitive markets like energy and base metals. Economic data from China was subdued for much of the period, while the reopening of the Chinese economy post-lockdowns in early 2023 ultimately stuttered and the much anticipated rebound in economic activity proved weaker than anticipated. Offsetting this uncertain demand backdrop were supply concerns in some markets, for example in crude oil where OPEC+ production cuts were a feature, as well as in several agricultural markets like cocoa and sugar. This combination of supply and demand considerations contributed to a lack of clear trends and frequent price reversals across many commodity markets.
Fund performance from September to December 2022 was negative, with choppy price moves in commodity markets, most notably energy, proving particularly challenging for the Fund. Notable losses occurred in fixed income and currencies in November 2022, when the release of weaker- than-expected US inflation data prompted a dovish revision to market expectations for Federal Reserve
2
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited) (Continued)
August 31, 2023
monetary policy going forward and a notable correction to year-to-date uptrends in yields and the US Dollar. The Long US Equity strategy was slightly negative amid choppy moves in US stocks over the period. US equities fell in September 2022 as higher-than-expected inflation, global growth concerns and a 75 basis point interest rate hike by the Federal Reserve weighed on prices. Stocks then rebounded in October and November 2022 as speculation about a slower pace of monetary policy tightening and solid earnings data boosted prices. The year-to-date sell-off in equities then resumed in December 2022 as central bank rhetoric turned hawkish once again.
Fund performance was also negative in Q1 2023 due to losses for the Managed Futures strategy. Concerns for the global banking sector in March 2023 following the collapse of Silicon Valley Bank caused a sharp move lower in yields and interest rate expectations. This was, in part, due to concerns about the impact of higher interest rates on the broader economy, and as uncertainty about whether the Federal Reserve could maintain a hawkish monetary policy stance intensified. This sharp reversal in yields was negative for the Managed Futures strategy which held short positions across several fixed income contracts.
The Long US equity strategy was positive in Q1 2023 as US equities rallied for the 2nd straight quarter, despite the volatility in the banking sector, as declining US inflation data and solid US economic data helped to support prices.
The performance backdrop for the Fund improved from April to August 2023. Longer-term price trends re-emerged in currencies and fixed income as expectations for central bank monetary policy turned more hawkish and concerns about the health of the banking sector eased which resulted in gains for the Managed Futures strategy. Equities broadly rallied for the period with outperformance of technology stocks and strong US economic data key drivers of markets. This proved profitable for the Fund’s Long US Equity strategy while the Managed Futures strategy was mixed, ultimately seeing losses.
For the 12-month period overall, the Fund’s positive performance was driven by the Long US Equity strategy while performance for the Managed Futures strategy was negative.
The Long US Equity strategy recorded gains as the S&P 500 Index rose +13.6% over the 12-month period. The sharp uptick in technology stocks from the start of 2023 onwards helped the S&P 500 Index to rally, as the potential for an artificial intelligence technologies boom supported stocks such as NVIDIA. Stronger-than-expected US economic data acted as a further tailwind for prices, as investors speculated on the potential for a “soft landing” for the US economy, despite multiple interest rate hikes by the US Federal Reserve.
The Fund’s Managed Futures strategy saw losses over the 12-month period, with the largest losses occurring in metals. Price moves were often range-bound with the Fund’s sub-advisers suffering from sharp price reversals at times. In precious metals, positioning in silver and gold transitioned between long and short as sustained price trends failed to emerge, leading to steady losses throughout the period. Prices of both metals responded to the fluctuating value of the US Dollar and choppiness in global yields. Negative performance in copper was more concentrated in March and April 2023, when long positions incurred losses as prices fell in response to weak Chinese economic data, risk-off sentiment in markets amid banking sector concerns and US-China tensions.
Negative performance in energy was concentrated in crude oil and distillate futures contracts. Prices proved choppy over the period owing to a lack of clear trends and frequent price reversals occurring. Demand-side factors behind these price moves included global demand uncertainty and the subdued economic performance in China following the reopening of the nation’s economy, while OPEC+ policy changes impacted global supplies at different times.
Fixed income was a negative sector for the Fund during the 12-month period, with losses in bonds outweighing gains in interest rates. Several shifts for expectations around central bank policy proved tricky for the Fund’s sub-advisers, with losses concentrated in German and Australian government bond contracts. The largest losses occurred in March as yields fell following the fall- out from the collapse of Silicon Valley Bank.
In contrast to the Long US Equity strategy, trading in equities proved difficult for the Fund’s Managed Futures strategy. Losses were concentrated in March and August 2023 as reversals to uptrends in the sector at those times resulted in losses. The sell-off in March 2023 amid the mounting concerns for the banking sector resulted in losses from long positions. A more hawkish monetary policy outlook in August 2023 saw global indices fall leading to further losses for the Fund’s long exposures.
Agricultural commodities was another negative sector for the Fund during the 12-month period. Losses in corn, soybean and coffee futures contracts were partially offset by gains in sugar and cocoa. Soybean losses stemmed from long positions while mixed positioning in response to range- bound price moves in corn and coffee also incurred losses for the Fund. Long positions in sugar and cocoa generated positive performance as prices in both commodities rose to multi-year highs in 2023 owing to weather-related supply concerns.
3
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Unaudited) (Concluded)
August 31, 2023
Positively, the Manged Futures strategy did see partially offsetting gains in currencies over the 12- month period. Gains were concentrated in long positions in the Mexican Peso and short positions in the Japanese Yen relative to the US Dollar. The Mexican Peso rallied over the period owing to strong Mexican economic data and rate increases by the Bank of Mexico which led to an attractive carry relative to US yields. In addition, robust US economic data was a further tailwind given the close links between the Mexican and US economies. Meanwhile, the Japanese Yen weakened over the period as the Bank of Japan remained an outlier relative to global peers as it persisted with its dovish policies of yield curve control and negative interest rates.
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 Distributors, 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, 2023 (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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class A Shares (without sales charge) (Pro forma April 11, 2018 to February 16, 2022) | 0.24% | 9.60% | 10.87%* | 11.32%* | |
Class A Shares (with sales charge) (Pro forma April 11, 2018 to February 16, 2022) | -5.54% | 7.46% | 9.57%* | 10.10%* | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 12.19%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 4.25% | 1.55% | 1.65% | 1.67%** | |
Barclay CTA Index*** | -0.38% | 5.01% | 4.19% | 3.95%** | |
†† | 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, 2023 (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 2.23% 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, 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.
6
Abbey Capital Multi Asset Fund
Performance Data (Continued)
August 31, 2023 (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 April 11, 2018 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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class I Shares | 0.38% | 9.88% | 11.15% | 11.60% | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 12.19%* | |
ICE BofA 3-Month U.S. Treasury Bill Index** | 4.25% | 1.55% | 1.65% | 1.67%* | |
Barclay CTA Index** | -0.38% | 5.01% | 4.19% | 3.95%* | |
†† | Inception date of Class I Shares of the Fund was April 11, 2018. |
* | Performance is from the inception date of the Fund only and is not the inception date of the index 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 1.98% for Class I 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, 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.
7
Abbey Capital Multi Asset Fund
Performance Data (Continued)
August 31, 2023 (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, 2023 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class C Shares (without contingent deferred sales charge) (Pro forma April 11, 2018 to November 8, 2021) | -0.63% | 8.78% | 10.04%* | 10.48%* | |
Class C Shares (with contingent deferred sales charge) (Pro forma April 11, 2018 to November 8, 2021) | -1.58% | 8.78% | 10.04%* | 10.48%* | |
S&P 500® Total Return Index | 15.94% | 10.52% | 11.12% | 12.19%** | |
ICE BofA 3-Month U.S. Treasury Bill Index*** | 4.25% | 1.55% | 1.65% | 1.67%** | |
Barclay CTA Index*** | -0.38% | 5.01% | 4.19% | 3.95%** | |
†† | 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, 2023 (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 2.98% 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, 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.
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 412 programs included in the calculation of the Barclay CTA Index for 2023. 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, 2023 (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, 2023 through August 31, 2023, 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, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid During Period(1) | | | Annualized Expense Ratio(2) | | | Actual Six-Month Total Investment Returns for the Funds | |
Actual | | | | | | | | | | | | | | | | | | | | |
Class A Shares | | $ | 1,000.00 | | | $ | 1,012.30 | | | $ | 10.35 | | | | 2.04 | % | | | 1.23 | % |
Class I Shares | | | 1,000.00 | | | | 1,013.20 | | | | 9.08 | | | | 1.79 | % | | | 1.32 | % |
Class C Shares | | | 1,000.00 | | | | 1,008.00 | | | | 14.12 | | | | 2.79 | % | | | 0.80 | % |
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 Fund’s Class A Shares, Class I Shares, and Class C Shares annualized six-month expense ratios for the period March 1, 2023 through August 31, 2023, 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, 2023 (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 | | | 80.2 | % | | $ | 404,228,398 | |
Money Market Deposit Account | | | 2.0 | | | | 9,953,519 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 17.8 | | | | 89,832,794 | |
NET ASSETS | | | 100.0 | % | | $ | 504,014,711 | |
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, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 80.2% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 80.2% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 5.125% | | | | 09/07/23 | | | $ | 13,804 | | | $ | 13,791,882 | |
U.S. Treasury Bills | | | 4.903% | | | | 09/14/23 | | | | 6,196 | | | | 6,184,261 | |
U.S. Treasury Bills | | | 4.992% | | | | 09/21/23 | | | | 1,579 | | | | 1,574,374 | |
U.S. Treasury Bills | | | 4.878% | | | | 09/28/23 | | | | 7,420 | | | | 7,390,589 | |
U.S. Treasury Bills | | | 4.970% | | | | 10/05/23 | | | | 4,591 | | | | 4,568,088 | |
U.S. Treasury Bills | | | 4.977% | | | | 10/12/23 | | | | 26,873 | | | | 26,711,021 | |
U.S. Treasury Bills | | | 5.055% | | | | 10/19/23 | | | | 17,142 | | | | 17,021,321 | |
U.S. Treasury Bills | | | 5.084% | | | | 10/26/23 | | | | 45,697 | | | | 45,327,766 | |
U.S. Treasury Bills | | | 5.081% | | | | 11/02/23 | | | | 9,485 | | | | 9,398,872 | |
U.S. Treasury Bills | | | 5.125% | | | | 11/09/23 | | | | 18,719 | | | | 18,529,510 | |
U.S. Treasury Bills | | | 5.346% | | | | 11/16/23 | | | | 13,369 | | | | 13,219,981 | |
U.S. Treasury Bills | | | 5.436% | | | | 11/24/23 | | | | 24,658 | | | | 24,352,477 | |
U.S. Treasury Bills | | | 5.471% | | | | 11/30/23 | | | | 14,783 | | | | 14,586,756 | |
U.S. Treasury Bills | | | 5.403% | | | | 12/07/23 | | | | 16,110 | | | | 15,879,734 | |
U.S. Treasury Bills | | | 5.365% | | | | 12/14/23 | | | | 18,934 | | | | 18,647,244 | |
U.S. Treasury Bills | | | 5.453% | | | | 12/21/23 | | | | 9,970 | | | | 9,807,689 | |
U.S. Treasury Bills | | | 5.516% | | | | 12/28/23 | | | | 8,407 | | | | 8,261,503 | |
U.S. Treasury Bills | | | 5.519% | | | | 01/04/24 | | | | 15,954 | | | | 15,661,509 | |
U.S. Treasury Bills | | | 5.495% | | | | 01/11/24 | | | | 11,099 | | | | 10,884,123 | |
U.S. Treasury Bills | | | 5.526% | | | | 01/18/24 | | | | 6,748 | | | | 6,610,474 | |
U.S. Treasury Bills | | | 5.533% | | | | 01/25/24 | | | | 29,324 | | | | 28,696,077 | |
U.S. Treasury Bills | | | 5.510% | | | | 02/01/24 | | | | 7,749 | | | | 7,575,475 | |
U.S. Treasury Bills | | | 5.523% | | | | 02/08/24 | | | | 25,223 | | | | 24,631,660 | |
U.S. Treasury Bills | | | 5.534% | | | | 02/15/24 | | | | 11,498 | | | | 11,216,375 | |
U.S. Treasury Bills | | | 5.573% | | | | 02/22/24 | | | | 37,299 | | | | 36,346,051 | |
U.S. Treasury Bills | | | 5.554% | | | | 02/29/24 | | | | 7,554 | | | | 7,353,586 | |
TOTAL U.S. TREASURY OBLIGATIONS ($404,381,600) | | | | | | | | | | | | | | | 404,228,398 | |
| | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 2.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(a) | | | 9,954 | | | | 9,953,519 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | |
(Cost $9,953,519) | | | | | | | 9,953,519 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $414,335,119) | | | | | | | 414,181,917 | |
TOTAL INVESTMENTS — 82.2% | | | | | | | | |
(Cost $414,335,119) | | | | | | | 414,181,917 | |
| | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 17.8% | | | | | | | 89,832,794 | |
NET ASSETS — 100.0% | | | | | | $ | 504,014,711 | |
* | 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, 2023. |
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, 2023
Futures contracts outstanding as of August 31, 2023 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-23 | | | | 91 | | | $ | 9,187,251 | | | $ | (46,572 | ) |
Brent Crude Futures | | | Nov-23 | | | | 55 | | | | 4,775,650 | | | | 131,080 | |
Brent Crude Futures | | | Dec-23 | | | | 14 | | | | 1,207,220 | | | | 80,100 | |
Brent Crude Futures | | | Jan-24 | | | | 8 | | | | 685,120 | | | | 27,560 | |
Brent Crude Oil Last Day | | | Nov-23 | | | | 5 | | | | 434,150 | | | | 18,620 | |
CAC40 10 Euro Futures | | | Sep-23 | | | | 140 | | | | 11,125,339 | | | | 44,694 | |
CAD Currency Futures | | | Sep-23 | | | | 51 | | | | 3,773,235 | | | | 15,500 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-23 | | | | 2 | | | | 23,940 | | | | 391 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-24 | | | | 8 | | | | 96,377 | | | | (303 | ) |
Cattle Feeder Futures | | | Oct-23 | | | | 15 | | | | 1,920,188 | | | | 33,075 | |
Cattle Feeder Futures | | | Nov-23 | | | | 5 | | | | 644,125 | | | | 8,588 | |
CHF Currency Futures | | | Sep-23 | | | | 2 | | | | 283,488 | | | | (4,263 | ) |
Cocoa Futures | | | Dec-23 | | | | 112 | | | | 4,074,560 | | | | 183,580 | |
Cocoa Futures | | | Mar-24 | | | | 48 | | | | 1,751,040 | | | | 63,090 | |
Cocoa Futures ICE | | | Dec-23 | | | | 43 | | | | 1,606,937 | | | | 177,263 | |
Cocoa Futures ICE | | | Mar-24 | | | | 23 | | | | 845,830 | | | | 63,429 | |
Cocoa Futures ICE | | | May-24 | | | | 1 | | | | 36,028 | | | | 2,888 | |
Coffee Robusta Futures | | | Nov-23 | | | | 10 | | | | 248,900 | | | | (2,230 | ) |
Cotton No.2 Futures | | | Dec-23 | | | | 107 | | | | 4,698,370 | | | | 50,325 | |
Cotton No.2 Futures | | | Mar-24 | | | | 1 | | | | 43,865 | | | | 1,490 | |
DAX Index Futures | | | Sep-23 | | | | 46 | | | | 19,950,824 | | | | (65,007 | ) |
DAX-Mini Futures | | | Sep-23 | | | | 1 | | | | 86,743 | | | | 943 | |
DJIA Mini E-CBOT | | | Sep-23 | | | | 110 | | | | 19,135,049 | | | | (180,126 | ) |
Dollar Index | | | Sep-23 | | | | 116 | | | | 12,016,091 | | | | 16,945 | |
E-Mini Crude Oil | | | Oct-23 | | | | 3 | | | | 125,445 | | | | 4,633 | |
E-Mini Energy Select Futures | | | Sep-23 | | | | 1 | | | | 93,140 | | | | (1,310 | ) |
E-mini S&P 500 ESG Futures | | | Sep-23 | | | | 2 | | | | 401,100 | | | | 3,060 | |
EUR Foreign Exchange Currency Futures | | | Sep-23 | | | | 165 | | | | 22,383,280 | | | | (98,944 | ) |
Euro STOXX 50 | | | Sep-23 | | | | 281 | | | | 13,141,832 | | | | (60,398 | ) |
Euro STOXX Banks Futures | | | Sep-23 | | | | 22 | | | | 133,592 | | | | (277 | ) |
Euro/JPY Futures | | | Sep-23 | | | | 72 | | | | 9,740,747 | | | | 304,186 | |
Euro-Bobl Futures | | | Sep-23 | | | | 9 | | | | 1,133,137 | | | | 1,193 | |
Euro-BTP Futures | | | Sep-23 | | | | 17 | | | | 2,136,867 | | | | 7,656 | |
Euro-BTP Futures | | | Dec-23 | | | | 3 | | | | 346,453 | | | | 943 | |
Euro-Bund Futures | | | Sep-23 | | | | 2 | | | | 288,850 | | | | 661 | |
FTSE 100 Index Futures | | | Sep-23 | | | | 27 | | | | 2,552,446 | | | | (7,005 | ) |
FTSE KLCI Futures | | | Sep-23 | | | | 1 | | | | 15,426 | | | | (81 | ) |
FTSE Taiwan Index | | | Sep-23 | | | | 31 | | | | 1,776,300 | | | | 7,945 | |
FTSE/JSE TOP 40 | | | Sep-23 | | | | 4 | | | | 146,192 | | | | (3,789 | ) |
FTSE/MIB Index Futures | | | Sep-23 | | | | 38 | | | | 5,950,467 | | | | 114,106 | |
Gasoline RBOB Futures | | | Oct-23 | | | | 101 | | | | 10,884,548 | | | | (55,773 | ) |
Gasoline RBOB Futures | | | Nov-23 | | | | 22 | | | | 2,291,797 | | | | 24,305 | |
Gasoline RBOB Futures | | | Dec-23 | | | | 2 | | | | 201,877 | | | | 6,682 | |
Gasoline RBOB Futures | | | Jan-24 | | | | 2 | | | | 198,727 | | | | 2,499 | |
GBP Currency Futures | | | Sep-23 | | | | 84 | | | | 6,649,125 | | | | (22,409 | ) |
Gold 100 Oz Futures | | | Dec-23 | | | | 28 | | | | 5,504,520 | | | | 53,620 | |
IBEX 35 Index Futures | | | Sep-23 | | | | 5 | | | | 517,003 | | | | 6,788 | |
IFSC Nifty 50 Futures | | | Sep-23 | | | | 31 | | | | 1,205,838 | | | | (544 | ) |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-23 | | | | 4 | | | $ | 4,036,427 | | | $ | (756 | ) |
JPY Currency Futures | | | Sep-23 | | | | 42 | | | | 3,618,300 | | | | 13,075 | |
Live Cattle Futures | | | Oct-23 | | | | 92 | | | | 6,654,360 | | | | (8,860 | ) |
Live Cattle Futures | | | Dec-23 | | | | 43 | | | | 3,178,560 | | | | 38,340 | |
Live Cattle Futures | | | Feb-24 | | | | 29 | | | | 2,190,660 | | | | 21,210 | |
Live Cattle Futures | | | Apr-24 | | | | 8 | | | | 616,560 | | | | 1,900 | |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,070 | | | | (2,193 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,163 | | | | (404 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 843 | | | | 45,811,780 | | | | (703,460 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | 54,363 | | | | (333 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 5 | | | | 272,469 | | | | (2,064 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 6 | | | | 327,188 | | | | 7,388 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,567 | | | | 1,192 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,620 | | | | 20 | |
LME Aluminum Forward | | | Oct-23 | | | | 2 | | | | 109,261 | | | | 664 | |
LME Aluminum Forward | | | Oct-23 | | | | 4 | | | | 218,563 | | | | (6,858 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,739 | | | | 957 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | 54,925 | | | | (2,200 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | 55,056 | | | | 1,281 | |
LME Aluminum Forward | | | Nov-23 | | | | 3 | | | | 165,113 | | | | 2,888 | |
LME Aluminum Forward | | | Dec-23 | | | | 145 | | | | 8,037,531 | | | | 80,228 | |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | 211,139 | | | | 6,714 | |
LME Copper Forward | | | Sep-23 | | | | 3 | | | | 631,516 | | | | (3,497 | ) |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | 421,000 | | | | (7,063 | ) |
LME Copper Forward | | | Sep-23 | | | | 179 | | | | 37,679,499 | | | | 285,829 | |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | 420,535 | | | | (10,128 | ) |
LME Copper Forward | | | Sep-23 | | | | 4 | | | | 841,000 | | | | (4,612 | ) |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | 420,546 | | | | (12,429 | ) |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | 420,600 | | | | (10,025 | ) |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | 210,263 | | | | 138 | |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | 210,275 | | | | (2,150 | ) |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | 210,400 | | | | (1,264 | ) |
LME Copper Forward | | | Nov-23 | | | | 2 | | | | 420,885 | | | | (17,665 | ) |
LME Copper Forward | | | Nov-23 | | | | 2 | | | | 420,975 | | | | (2,553 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | 210,450 | | | | (1,283 | ) |
LME Copper Forward | | | Dec-23 | | | | 33 | | | | 6,953,100 | | | | 60,313 | |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | 112,670 | | | | 5,970 | |
LME Lead Forward | | | Sep-23 | | | | 284 | | | | 15,995,589 | | | | 868,796 | |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | 112,395 | | | | 5,033 | |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | 111,795 | | | | 4,179 | |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | 111,429 | | | | 3,597 | |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | 55,698 | | | | 2,910 | |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | 55,635 | | | | 3,335 | |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | 55,560 | | | | 1,523 | |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | 111,045 | | | | 1,295 | |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | 110,875 | | | | 1,438 | |
LME Lead Forward | | | Nov-23 | | | | 1 | | | | 55,450 | | | | 1,417 | |
LME Lead Forward | | | Dec-23 | | | | 55 | | | | 3,052,363 | | | | 154,395 | |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | 245,007 | | | | (8,209 | ) |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | $ | 120,607 | | | $ | (6,983 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,616 | | | | (10,574 | ) |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | 120,634 | | | | (18,896 | ) |
LME Nickel Forward | | | Sep-23 | | | | 6 | | | | 724,068 | | | | (51,126 | ) |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | 241,956 | | | | (25,612 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,134 | | | | (3,786 | ) |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | 121,338 | | | | (9,192 | ) |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | 60,488 | | | | (1,663 | ) |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | 60,529 | | | | (1,310 | ) |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | 121,075 | | | | (2,575 | ) |
LME Zinc Forward | | | Sep-23 | | | | 117 | | | | 7,082,888 | | | | (28,028 | ) |
LME Zinc Forward | | | Oct-23 | | | | 1 | | | | 60,675 | | | | (1,550 | ) |
LME Zinc Forward | | | Oct-23 | | | | 2 | | | | 121,438 | | | | (2,613 | ) |
LME Zinc Forward | | | Oct-23 | | | | 2 | | | | 121,488 | | | | (5,938 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | 60,763 | | | | (500 | ) |
LME Zinc Forward | | | Dec-23 | | | | 3 | | | | 182,513 | | | | 2,983 | |
Low Sulphur Gasoil G Futures | | | Oct-23 | | | | 42 | | | | 3,709,650 | | | | (7,775 | ) |
Low Sulphur Gasoil G Futures | | | Nov-23 | | | | 8 | | | | 685,400 | | | | 5,525 | |
Low Sulphur Gasoil G Futures | | | Dec-23 | | | | 2 | | | | 165,850 | | | | 1,750 | |
Low Sulphur Gasoil G Futures | | | Jan-24 | | | | 2 | | | | 163,150 | | | | (450 | ) |
Micro E-mini Dow Jones Index Futures | | | Sep-23 | | | | 2 | | | | 34,791 | | | | (596 | ) |
Micro E-mini Nasdaq 100 Index Futures | | | Sep-23 | | | | 1 | | | | 31,077 | | | | (94 | ) |
Micro EUR/USD Futures | | | Sep-23 | | | | 1 | | | | 13,566 | | | | 46 | |
Mini FTSE/MIB Pound Futures | | | Sep-23 | | | | 2 | | | | 62,637 | | | | 2,363 | |
Mini TOPIX Index Futures | | | Sep-23 | | | | 6 | | | | 96,106 | | | | 3,796 | |
MSCI EAFE Index Futures | | | Sep-23 | | | | 5 | | | | 527,325 | | | | (13,870 | ) |
MXN Currency Futures | | | Sep-23 | | | | 258 | | | | 7,578,750 | | | | 145,705 | |
Nasdaq 100 E-Mini | | | Sep-23 | | | | 95 | | | | 29,523,149 | | | | 361,975 | |
Natural Gas Futures | | | Oct-23 | | | | 2 | | | | 55,360 | | | | (1,410 | ) |
Nikkei 225 (Chicago Mercantile Exchange) | | | Sep-23 | | | | 5 | | | | 812,500 | | | | (1,600 | ) |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-23 | | | | 6 | | | | 1,344,788 | | | | 14,227 | |
Nikkei 225 (Singapore Exchange) | | | Sep-23 | | | | 241 | | | | 26,999,552 | | | | 164,911 | |
Nikkei 225 Mini | | | Sep-23 | | | | 67 | | | | 1,501,680 | | | | 16,733 | |
Nikkei/Yen Futures | | | Sep-23 | | | | 4 | | | | 446,751 | | | | 7,681 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-23 | | | | 73 | | | | 9,544,765 | | | | 230,433 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-23 | | | | 9 | | | | 1,147,646 | | | | 13,562 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-23 | | | | 4 | | | | 493,181 | | | | 15,229 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Jan-24 | | | | 1 | | | | 121,040 | | | | 1,336 | |
OMX Helsinki All-Share Index Futures | | | Sep-23 | | | | 1 | | | | 19,144 | | | | 182 | |
OMX Stockholm 30 Index Futures | | | Sep-23 | | | | 108 | | | | 2,159,310 | | | | 1,688 | |
Palm Oil Futures | | | Nov-23 | | | | 3 | | | | 64,817 | | | | 1,466 | |
Palm Oil Futures | | | Dec-23 | | | | 1 | | | | 21,735 | | | | 1,051 | |
Platinum Standard Futures | | | Aug-24 | | | | 1 | | | | 2,248,445 | | | | (55 | ) |
Rough Rice Futures | | | Nov-23 | | | | 1 | | | | 33,380 | | | | 1,780 | |
Russell 2000 E-Mini | | | Sep-23 | | | | 24 | | | | 2,281,920 | | | | (36,250 | ) |
S&P 500 E-Mini Futures | | | Sep-23 | | | | 1 | | | | 22,580 | | | | 834 | |
S&P 500 E-Mini Futures | | | Sep-23 | | | | 1,375 | | | | 310,474,999 | | | | 5,797,498 | |
S&P Mid 400 E-Mini | | | Sep-23 | | | | 2 | | | | 529,740 | | | | (4,690 | ) |
S&P/TSX 60 IX Futures | | | Sep-23 | | | | 12 | | | | 2,223,372 | | | | (17,377 | ) |
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, 2023
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
SET50 Index Futures | | | Sep-23 | | | | 43 | | | $ | 233,951 | | | $ | (1,392 | ) |
SGX Iron Ore 62% Futures | | | Oct-23 | | | | 52 | | | | 593,632 | | | | 16,587 | |
Silver Futures | | | Dec-23 | | | | 18 | | | | 2,233,080 | | | | (13,645 | ) |
Silver Futures | | | Mar-24 | | | | 1 | | | | 125,880 | | | | (1,820 | ) |
Soybean Futures | | | Nov-23 | | | | 136 | | | | 9,307,500 | | | | (166,245 | ) |
Soybean Futures | | | Jan-24 | | | | 7 | | | | 483,700 | | | | (200 | ) |
Soybean Futures | | | Mar-24 | | | | 90 | | | | 6,233,625 | | | | 87,388 | |
Soybean Meal Futures | | | Dec-23 | | | | 15 | | | | 606,000 | | | | (10,290 | ) |
Soybean Meal Futures | | | Jan-24 | | | | 3 | | | | 120,420 | | | | (1,370 | ) |
Soybean Oil Futures | | | Dec-23 | | | | 17 | | | | 637,296 | | | | 11,172 | |
Soybean Oil Futures | | | Jan-24 | | | | 4 | | | | 148,416 | | | | 6,516 | |
Soybean Oil Futures | | | Mar-24 | | | | 2 | | | | 73,452 | | | | 10,398 | |
SPI 200 Futures | | | Sep-23 | | | | 51 | | | | 6,010,137 | | | | 21,561 | |
STOXX 50 Futures | | | Sep-23 | | | | 1 | | | | 43,114 | | | | 43 | |
STOXX Dividend Futures | | | Dec-24 | | | | 1 | | | | 15,875 | | | | 1,594 | |
STOXX Europe 600 ESG-X Index Futures | | | Sep-23 | | | | 5 | | | | 92,658 | | | | (737 | ) |
STOXX Europe 600 Index | | | Sep-23 | | | | 18 | | | | 448,238 | | | | 1,363 | |
STOXX Europe 600 Utilities Index | | | Sep-23 | | | | 1 | | | | 20,245 | | | | (694 | ) |
Sugar No. 11 (World) | | | Oct-23 | | | | 104 | | | | 2,918,989 | | | | 549 | |
Sugar No. 11 (World) | | | Mar-24 | | | | 227 | | | | 6,465,323 | | | | 51,766 | |
Sugar No. 11 (World) | | | May-24 | | | | 24 | | | | 645,658 | | | | (10,506 | ) |
Sugar No. 11 (World) | | | Jul-24 | | | | 1 | | | | 25,592 | | | | (683 | ) |
Topix Index Futures | | | Sep-23 | | | | 36 | | | | 5,766,384 | | | | 194,993 | |
UK Natural Gas Futures | | | Oct-23 | | | | 5 | | | | 168,334 | | | | (22,600 | ) |
USD/BRL Futures | | | Oct-23 | | | | 1 | | | | 20,105 | | | | (280 | ) |
White Sugar ICE | | | Oct-23 | | | | 3 | | | | 107,280 | | | | 2,810 | |
White Sugar ICE | | | Dec-23 | | | | 5 | | | | 175,775 | | | | 595 | |
WTI Crude Futures | | | Oct-23 | | | | 134 | | | | 11,206,419 | | | | 386,029 | |
WTI Crude Futures | | | Nov-23 | | | | 8 | | | | 663,680 | | | | 41,380 | |
WTI Crude Futures | | | Dec-23 | | | | 6 | | | | 493,560 | | | | 35,310 | |
WTI Crude Futures | | | Jan-24 | | | | 3 | | | | 244,740 | | | | 6,580 | |
WTI Crude Futures IPE | | | Oct-23 | | | | 2 | | | | 167,260 | | | | 5,740 | |
| | | | | | | | | | | | | | $ | 8,866,979 | |
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
1-Month SOFR Future | | | Jan-24 | | | | 3 | | | $ | (1,182,532 | ) | | $ | (83 | ) |
3-Month Euro Euribor | | | Dec-23 | | | | 21 | | | | (5,473,103 | ) | | | (339 | ) |
3-Month Euro Euribor | | | Mar-24 | | | | 30 | | | | (7,826,038 | ) | | | 6,194 | |
3-Month Euro Euribor | | | Jun-24 | | | | 430 | | | | (112,388,853 | ) | | | (162,626 | ) |
3-Month Euro Euribor | | | Sep-24 | | | | 16 | | | | (4,191,670 | ) | | | (4,039 | ) |
3-Month Euro Euribor | | | Dec-24 | | | | 280 | | | | (73,506,033 | ) | | | (173,173 | ) |
3-Month Euro Euribor | | | Mar-25 | | | | 12 | | | | (3,154,813 | ) | | | (4,188 | ) |
3-Month Euro Euribor | | | Jun-25 | | | | 39 | | | | (10,263,714 | ) | | | (15,588 | ) |
3-Month Euro Euribor | | | Sep-25 | | | | 11 | | | | (2,897,130 | ) | | | (5,991 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Dec-25 | | | | 10 | | | $ | (2,635,381 | ) | | $ | (5,896 | ) |
3-Month Euro Euribor | | | Mar-26 | | | | 1 | | | | (263,660 | ) | | | 840 | |
3-Month Euro Euribor | | | Jun-26 | | | | 84 | | | | (22,154,282 | ) | | | (47,684 | ) |
3-Month SOFR Futures | | | Mar-24 | | | | 573 | | | | (135,800,999 | ) | | | 73,588 | |
3-Month SOFR Futures | | | Jun-24 | | | | 65 | | | | (15,456,188 | ) | | | 20,775 | |
3-Month SOFR Futures | | | Sep-24 | | | | 22 | | | | (5,251,675 | ) | | | 23,938 | |
3-Month SOFR Futures | | | Dec-24 | | | | 224 | | | | (53,664,799 | ) | | | 197,525 | |
3-Month SOFR Futures | | | Mar-25 | | | | 98 | | | | (23,544,500 | ) | | | 41,163 | |
3-Month SOFR Futures | | | Jun-25 | | | | 20 | | | | (4,813,750 | ) | | | 2,888 | |
3-Month SOFR Futures | | | Sep-25 | | | | 19 | | | | (4,577,338 | ) | | | 2,300 | |
3-Month SOFR Futures | | | Dec-25 | | | | 18 | | | | (4,338,225 | ) | | | (1,100 | ) |
3-Month SOFR Futures | | | Mar-26 | | | | 115 | | | | (27,723,625 | ) | | | (24,775 | ) |
3-Month SONIA Index Futures | | | Dec-23 | | | | 27 | | | | (8,062,650 | ) | | | (18,036 | ) |
3-Month SONIA Index Futures | | | Mar-24 | | | | 784 | | | | (234,103,041 | ) | | | (280,992 | ) |
3-Month SONIA Index Futures | | | Jun-24 | | | | 69 | | | | (20,627,494 | ) | | | (40,458 | ) |
3-Month SONIA Index Futures | | | Sep-24 | | | | 19 | | | | (5,692,069 | ) | | | (5,558 | ) |
3-Month SONIA Index Futures | | | Dec-24 | | | | 14 | | | | (4,204,576 | ) | | | (887 | ) |
3-Month SONIA Index Futures | | | Mar-25 | | | | 63 | | | | (18,960,495 | ) | | | (24,148 | ) |
3-Month SONIA Index Futures | | | Jun-25 | | | | 16 | | | | (4,823,471 | ) | | | (7,680 | ) |
3-Month SONIA Index Futures | | | Sep-25 | | | | 15 | | | | (4,528,655 | ) | | | (3,769 | ) |
3-Month SONIA Index Futures | | | Dec-25 | | | | 11 | | | | (3,325,020 | ) | | | (2,708 | ) |
3-Month SONIA Index Futures | | | Mar-26 | | | | 57 | | | | (17,246,798 | ) | | | (41,646 | ) |
90-DAY Bank Bill | | | Sep-23 | | | | 5 | | | | (3,206,932 | ) | | | (1,768 | ) |
90-DAY Bank Bill | | | Dec-23 | | | | 9 | | | | (5,771,068 | ) | | | (4,830 | ) |
90-DAY Bank Bill | | | Mar-24 | | | | 45 | | | | (28,853,934 | ) | | | (9,430 | ) |
90-DAY Bank Bill | | | Jun-24 | | | | 10 | | | | (6,412,142 | ) | | | (3,127 | ) |
90-DAY Bank Bill | | | Sep-24 | | | | 7 | | | | (4,489,595 | ) | | | (2,596 | ) |
90-DAY Bank Bill | | | Dec-24 | | | | 5 | | | | (3,207,793 | ) | | | (1,456 | ) |
90-DAY Bank Bill | | | Mar-25 | | | | 3 | | | | (1,925,193 | ) | | | (1,065 | ) |
AUD/USD Currency Futures | | | Sep-23 | | | | 302 | | | | (19,563,560 | ) | | | 279,505 | |
Australian 10-Year Bond Futures | | | Sep-23 | | | | 156 | | | | (11,742,713 | ) | | | (115,385 | ) |
Australian 3-Year Bond Futures | | | Sep-23 | | | | 505 | | | | (34,811,271 | ) | | | (127,355 | ) |
Bank Acceptance Futures | | | Mar-24 | | | | 22 | | | | (3,844,953 | ) | | | 9,223 | |
Bank Acceptance Futures | | | Jun-24 | | | | 23 | | | | (4,025,043 | ) | | | 12,480 | |
Bank Acceptance Futures | | | Sep-24 | | | | 16 | | | | (2,808,763 | ) | | | 9,917 | |
Bank Acceptance Futures | | | Dec-24 | | | | 12 | | | | (2,112,345 | ) | | | 6,679 | |
Bank Acceptance Futures | | | Mar-25 | | | | 7 | | | | (1,235,180 | ) | | | 3,663 | |
Bank Acceptance Futures | | | Jun-25 | | | | 5 | | | | (1,194,593 | ) | | | (93 | ) |
CAD Currency Futures | | | Sep-23 | | | | 326 | | | | (24,119,110 | ) | | | (36,735 | ) |
Canada 5-Year Bond Futures | | | Dec-23 | | | | 1 | | | | (81,328 | ) | | | (481 | ) |
Canadian 10-Year Bond Futures | | | Dec-23 | | | | 179 | | | | (15,805,573 | ) | | | (93,088 | ) |
CHF Currency Futures | | | Sep-23 | | | | 131 | | | | (18,568,431 | ) | | | (3,231 | ) |
Coffee ‘C’ Futures | | | Dec-23 | | | | 71 | | | | (4,113,563 | ) | | | 79,181 | |
Coffee ‘C’ Futures | | | Mar-24 | | | | 13 | | | | (758,794 | ) | | | 7,050 | |
Coffee ‘C’ Futures | | | May-24 | | | | 6 | | | | (352,350 | ) | | | 6,413 | |
Copper Futures | | | Dec-23 | | | | 22 | | | | (2,102,100 | ) | | | (12,908 | ) |
Copper Futures | | | Mar-24 | | | | 2 | | | | (192,200 | ) | | | (1,913 | ) |
Corn Futures | | | Dec-23 | | | | 308 | | | | (7,365,050 | ) | | | 115,365 | |
Corn Futures | | | Mar-24 | | | | 189 | | | | (4,668,300 | ) | | | 162,138 | |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Corn Futures | | | May-24 | | | | 11 | | | $ | (276,375 | ) | | $ | 7,738 | |
DAX Index Futures | | | Sep-23 | | | | 3 | | | | (1,301,141 | ) | | | (28,464 | ) |
Dutch TTF Gas Futures | | | Oct-23 | | | | 10 | | | | (282,979 | ) | | | 67,903 | |
E-Mini Consumer Staples Select Futures | | | Sep-23 | | | | 2 | | | | (146,340 | ) | | | 310 | |
E-Mini Financial Select Futures | | | Sep-23 | | | | 1 | | | | (105,925 | ) | | | (1,038 | ) |
E-Mini Materials Select Futures | | | Sep-23 | | | | 1 | | | | (87,850 | ) | | | (2,830 | ) |
E-Mini Natural Gas | | | Oct-23 | | | | 1 | | | | (6,920 | ) | | | (270 | ) |
E-Mini S&P 500 Real Estate Futures | | | Sep-23 | | | | 1 | | | | (45,325 | ) | | | 438 | |
E-Mini Utilities Select Futures | | | Sep-23 | | | | 2 | | | | (126,780 | ) | | | 4,150 | |
EUR Foreign Exchange Currency Futures | | | Sep-23 | | | | 4 | | | | (542,625 | ) | | | 1,419 | |
Euro BUXL 30-Year Bond Futures | | | Sep-23 | | | | 21 | | | | (3,046,811 | ) | | | (36,868 | ) |
Euro BUXL 30-Year Bond Futures | | | Dec-23 | | | | 11 | | | | (1,472,436 | ) | | | (13,836 | ) |
Euro-Bobl Futures | | | Sep-23 | | | | 185 | | | | (23,292,255 | ) | | | (88,678 | ) |
Euro-Bobl Futures | | | Dec-23 | | | | 428 | | | | (54,142,967 | ) | | | (231,498 | ) |
Euro-BTP Futures | | | Sep-23 | | | | 38 | | | | (4,776,526 | ) | | | (32,986 | ) |
Euro-Bund Futures | | | Sep-23 | | | | 59 | | | | (8,521,064 | ) | | | (56,386 | ) |
Euro-Bund Futures | | | Dec-23 | | | | 183 | | | | (26,017,550 | ) | | | (122,087 | ) |
Euro-Oat Futures | | | Sep-23 | | | | 59 | | | | (8,183,266 | ) | | | (56,430 | ) |
European Climate Exchange Futures | | | Dec-23 | | | | 3 | | | | (278,982 | ) | | | 3,622 | |
Euro-Schatz Futures | | | Sep-23 | | | | 345 | | | | (39,325,532 | ) | | | (1,377 | ) |
FTSE 100 Index Futures | | | Sep-23 | | | | 192 | | | | (18,150,724 | ) | | | (226,441 | ) |
FTSE China A50 Index | | | Sep-23 | | | | 118 | | | | (1,488,924 | ) | | | (4,494 | ) |
FTSE KLCI Futures | | | Sep-23 | | | | 2 | | | | (30,851 | ) | | | (108 | ) |
FTSE/JSE TOP 40 | | | Sep-23 | | | | 3 | | | | (109,644 | ) | | | (326 | ) |
Gold 100 Oz Futures | | | Dec-23 | | | | 186 | | | | (36,565,739 | ) | | | (443,365 | ) |
Gold 100 Oz Futures | | | Feb-24 | | | | 2 | | | | (397,260 | ) | | | (8,770 | ) |
Hang Seng China Enterprises Index Futures | | | Sep-23 | | | | 19 | | | | (764,254 | ) | | | (1,243 | ) |
Hang Seng Index Futures | | | Sep-23 | | | | 81 | | | | (9,452,677 | ) | | | (52,720 | ) |
Hang Seng TECH Futures | | | Sep-23 | | | | 2 | | | | (53,402 | ) | | | 204 | |
INR/USD Futures | | | Sep-23 | | | | 1 | | | | (24,148 | ) | | | 62 | |
JPY Currency Futures | | | Sep-23 | | | | 688 | | | | (59,271,199 | ) | | | 1,761,826 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-23 | | | | 14 | | | | (509,075 | ) | | | 17,875 | |
Kansas City Hard Red Winter Wheat Futures | | | Mar-24 | | | | 2 | | | | (73,375 | ) | | | 2,663 | |
Lean Hogs Futures | | | Oct-23 | | | | 9 | | | | (297,180 | ) | | | (13,170 | ) |
Lean Hogs Futures | | | Dec-23 | | | | 85 | | | | (2,527,050 | ) | | | (47,960 | ) |
Lean Hogs Futures | | | Feb-24 | | | | 2 | | | | (62,960 | ) | | | 740 | |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,070 | ) | | | (237 | ) |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,163 | ) | | | 1,288 | |
LME Aluminum Forward | | | Sep-23 | | | | 843 | | | | (45,811,780 | ) | | | 737,291 | |
LME Aluminum Forward | | | Sep-23 | | | | 1 | | | | (54,363 | ) | | | 1,163 | |
LME Aluminum Forward | | | Sep-23 | | | | 5 | | | | (272,469 | ) | | | (781 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 6 | | | | (327,188 | ) | | | 1,139 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,567 | ) | | | 415 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,620 | ) | | | 387 | |
LME Aluminum Forward | | | Oct-23 | | | | 2 | | | | (109,261 | ) | | | 422 | |
LME Aluminum Forward | | | Oct-23 | | | | 4 | | | | (218,563 | ) | | | (507 | ) |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,739 | ) | | | 99 | |
LME Aluminum Forward | | | Oct-23 | | | | 1 | | | | (54,925 | ) | | | (1,080 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | | (55,056 | ) | | | (731 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Aluminum Forward | | | Nov-23 | | | | 1 | | | $ | (55,056 | ) | | $ | (994 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 3 | | | | (165,113 | ) | | | (4,825 | ) |
LME Aluminum Forward | | | Nov-23 | | | | 6 | | | | (331,125 | ) | | | (8,160 | ) |
LME Aluminum Forward | | | Dec-23 | | | | 265 | | | | (14,689,281 | ) | | | (197,606 | ) |
LME Copper Forward | | | Sep-23 | | | | 1 | | | | (211,139 | ) | | | (3,214 | ) |
LME Copper Forward | | | Sep-23 | | | | 3 | | | | (631,516 | ) | | | 16,883 | |
LME Copper Forward | | | Sep-23 | | | | 179 | | | | (37,679,499 | ) | | | (599,842 | ) |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | (421,000 | ) | | | (5,575 | ) |
LME Copper Forward | | | Sep-23 | | | | 2 | | | | (420,535 | ) | | | (7,748 | ) |
LME Copper Forward | | | Sep-23 | | | | 4 | | | | (841,000 | ) | | | (22,769 | ) |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | (420,546 | ) | | | (3,133 | ) |
LME Copper Forward | | | Oct-23 | | | | 2 | | | | (420,600 | ) | | | 2,540 | |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | (210,263 | ) | | | 6,281 | |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | (210,275 | ) | | | 6,271 | |
LME Copper Forward | | | Oct-23 | | | | 1 | | | | (210,400 | ) | | | 5,045 | |
LME Copper Forward | | | Nov-23 | | | | 3 | | | | (631,328 | ) | | | 10,690 | |
LME Copper Forward | | | Nov-23 | | | | 2 | | | | (421,004 | ) | | | (6,316 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | (210,510 | ) | | | (560 | ) |
LME Copper Forward | | | Nov-23 | | | | 2 | | | | (420,975 | ) | | | (8,150 | ) |
LME Copper Forward | | | Nov-23 | | | | 1 | | | | (210,450 | ) | | | (5,813 | ) |
LME Copper Forward | | | Dec-23 | | | | 50 | | | | (10,535,000 | ) | | | (96,122 | ) |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | (112,670 | ) | | | (4,883 | ) |
LME Lead Forward | | | Sep-23 | | | | 284 | | | | (15,995,590 | ) | | | (1,370,044 | ) |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | (112,395 | ) | | | (7,645 | ) |
LME Lead Forward | | | Sep-23 | | | | 2 | | | | (111,795 | ) | | | (7,295 | ) |
LME Lead Forward | | | Oct-23 | | | | 2 | | | | (111,429 | ) | | | (8,054 | ) |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | (55,698 | ) | | | (1,637 | ) |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | (55,635 | ) | | | (1,857 | ) |
LME Lead Forward | | | Oct-23 | | | | 1 | | | | (55,560 | ) | | | (1,808 | ) |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | (111,045 | ) | | | (5,495 | ) |
LME Lead Forward | | | Nov-23 | | | | 2 | | | | (110,875 | ) | | | (1,350 | ) |
LME Lead Forward | | | Dec-23 | | | | 4 | | | | (221,990 | ) | | | (6,128 | ) |
LME Nickel Forward | | | Sep-23 | | | | 2 | | | | (245,007 | ) | | | 6,687 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,607 | ) | | | 6,447 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,616 | ) | | | 6,288 | |
LME Nickel Forward | | | Sep-23 | | | | 1 | | | | (120,634 | ) | | | 6,445 | |
LME Nickel Forward | | | Sep-23 | | | | 6 | | | | (724,068 | ) | | | 34,913 | |
LME Nickel Forward | | | Oct-23 | | | | 2 | | | | (241,956 | ) | | | 2,844 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,134 | ) | | | 12,858 | |
LME Nickel Forward | | | Oct-23 | | | | 1 | | | | (121,338 | ) | | | 12,750 | |
LME Nickel Forward | | | Dec-23 | | | | 3 | | | | (366,318 | ) | | | 5,420 | |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | (60,488 | ) | | | (1,375 | ) |
LME Zinc Forward | | | Sep-23 | | | | 1 | | | | (60,529 | ) | | | (1,448 | ) |
LME Zinc Forward | | | Sep-23 | | | | 117 | | | | (7,082,888 | ) | | | 239,857 | |
LME Zinc Forward | | | Sep-23 | | | | 2 | | | | (121,075 | ) | | | (2,188 | ) |
LME Zinc Forward | | | Oct-23 | | | | 3 | | | | (182,156 | ) | | | 3,296 | |
LME Zinc Forward | | | Oct-23 | | | | 2 | | | | (121,488 | ) | | | 2,488 | |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,800 | ) | | | (2,463 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,713 | ) | | | (3,775 | ) |
LME Zinc Forward | | | Nov-23 | | | | 1 | | | | (60,718 | ) | | | (3,368 | ) |
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, 2023
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Zinc Forward | | | Dec-23 | | | | 79 | | | $ | (4,806,163 | ) | | $ | (132,571 | ) |
Long Gilt Futures | | | Dec-23 | | | | 270 | | | | (32,688,405 | ) | | | (367,309 | ) |
Lumber Futures | | | Nov-23 | | | | 1 | | | | (13,970 | ) | | | 25 | |
MAIZE Futures | | | Nov-23 | | | | 2 | | | | (22,988 | ) | | | 298 | |
Micro E-mini Russell 2000 Index Futures | | | Sep-23 | | | | 1 | | | | (9,508 | ) | | | (252 | ) |
Micro Gold Futures | | | Dec-23 | | | | 12 | | | | (235,908 | ) | | | (5,224 | ) |
Mill Wheat Euro | | | Dec-23 | | | | 50 | | | | (641,123 | ) | | | 37,369 | |
Mill Wheat Euro | | | Mar-24 | | | | 9 | | | | (118,574 | ) | | | 1,071 | |
Mill Wheat Euro | | | May-24 | | | | 1 | | | | (13,365 | ) | | | 149 | |
Mini H-Shares Index Futures | | | Sep-23 | | | | 2 | | | | (16,090 | ) | | | 8 | |
Mini HSI Index Futures | | | Sep-23 | | | | 19 | | | | (443,459 | ) | | | (1,607 | ) |
MSCI China A 50 Connect Futures | | | Sep-23 | | | | 1 | | | | (50,940 | ) | | | 600 | |
MSCI EAFE Index Futures | | | Sep-23 | | | | 1 | | | | (105,465 | ) | | | (880 | ) |
MSCI Emerging Markets Index Futures | | | Sep-23 | | | | 31 | | | | (1,517,915 | ) | | | (8,835 | ) |
MSCI Singapore Exchange ETS | | | Sep-23 | | | | 17 | | | | (357,435 | ) | | | (2,712 | ) |
Natural Gas Futures | | | Oct-23 | | | | 128 | | | | (3,543,040 | ) | | | (102,837 | ) |
Natural Gas Futures | | | Nov-23 | | | | 83 | | | | (2,612,010 | ) | | | 30,730 | |
Natural Gas Futures | | | Dec-23 | | | | 4 | | | | (144,440 | ) | | | (1,330 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-23 | | | | 1 | | | | (130,750 | ) | | | (491 | ) |
NZD Currency Futures | | | Sep-23 | | | | 121 | | | | (7,208,575 | ) | | | 126,965 | |
OAT Futures | | | Dec-23 | | | | 1 | | | | (24,663 | ) | | | 538 | |
OMX Stockholm 30 Index Futures | | | Sep-23 | | | | 429 | | | | (8,577,257 | ) | | | (131,265 | ) |
Palladium Futures | | | Dec-23 | | | | 5 | | | | (609,350 | ) | | | 15,530 | |
Rapeseed Euro | | | Nov-23 | | | | 6 | | | | (152,487 | ) | | | (9,122 | ) |
Rapeseed Euro | | | Feb-24 | | | | 1 | | | | (26,160 | ) | | | (1,559 | ) |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-23 | | | | 5 | | | | (191,688 | ) | | | 8,888 | |
Russell 2000 E-Mini | | | Sep-23 | | | | 9 | | | | (855,720 | ) | | | (17,075 | ) |
S&P/TSX 60 IX Futures | | | Sep-23 | | | | 5 | | | | (900,015 | ) | | | 192 | |
Short BTP Future | | | Sep-23 | | | | 42 | | | | (4,795,198 | ) | | | (87 | ) |
Short BTP Future | | | Dec-23 | | | | 66 | | | | (6,932,573 | ) | | | (7,623 | ) |
Silver Futures | | | Dec-23 | | | | 61 | | | | (7,567,660 | ) | | | (63,066 | ) |
SPI 200 Futures | | | Sep-23 | | | | 23 | | | | (2,710,454 | ) | | | (71,906 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 576 | | | | (63,953,999 | ) | | | (479,125 | ) |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 251 | | | | (51,154,976 | ) | | | (128,930 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-23 | | | | 760 | | | | (81,260,624 | ) | | | (324,844 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-23 | | | | 228 | | | | (27,744,750 | ) | | | (298,492 | ) |
U.S. Treasury Ultra 10-Year Notes | | | Dec-23 | | | | 50 | | | | (5,805,469 | ) | | | (73,352 | ) |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-23 | | | | 51 | | | | (6,602,906 | ) | | | (107,391 | ) |
UK Natural Gas Futures | | | Oct-23 | | | | 5 | | | | (168,334 | ) | | | 42,157 | |
Wheat (Chicago Board of Trade) | | | Dec-23 | | | | 230 | | | | (6,923,000 | ) | | | 329,482 | |
Wheat (Chicago Board of Trade) | | | Mar-24 | | | | 24 | | | | (754,500 | ) | | | 48,150 | |
Wheat (Chicago Board of Trade) | | | May-24 | | | | 1 | | | | (32,275 | ) | | | 1,413 | |
White Maize Futures | | | Dec-23 | | | | 2 | | | | (39,259 | ) | | | 275 | |
WTI Crude Futures | | | Dec-23 | | | | 2 | | | | (164,520 | ) | | | (5,030 | ) |
Yellow Maize Futures | | | Dec-23 | | | | 2 | | | | (39,449 | ) | | | 806 | |
| | | | | | | | | | | | | | $ | (2,801,433 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 6,065,546 | |
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, 2023
Forward foreign currency contracts outstanding as of August 31, 2023 were as follows:
Currency Purchased | | | | | | Currency Sold | | | | | | | | Expiration Date | | | | Counterparty | | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 36,343,522 | | | | | | USD | | | 23,594,324 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | $ | (44,693 | ) |
AUD | | | 200,000 | | | | | | USD | | | 128,797 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 889 | |
AUD | | | 210,333 | | | | | | EUR | | | 125,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 709 | |
AUD | | | 4,200,000 | | | | | | JPY | | | 393,006,726 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 12,926 | |
BRL | | | 38,672,928 | | | | | | USD | | | 7,850,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (64,784 | ) |
CAD | | | 135,488 | | | | | | USD | | | 100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 302 | |
CAD | | | 6,110,719 | | | | | | AUD | | | 7,000,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (15,379 | ) |
CAD | | | 3,800,000 | | | | | | JPY | | | 407,228,786 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 4,490 | |
CHF | | | 4,816,268 | | | | | | USD | | | 5,479,882 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (27,037 | ) |
CHF | | | 4,816,268 | | | | | | USD | | | 5,475,340 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (20,219 | ) |
CHF | | | 9,573,944 | | | | | | EUR | | | 10,000,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 7,721 | |
CHF | | | 4,893,239 | | | | | | USD | | | 5,600,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (48,643 | ) |
CHF | | | 5,965,200 | | | | | | EUR | | | 6,250,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (15,358 | ) |
CHF | | | 838,613 | | | | | | GBP | | | 750,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 1,411 | |
CHF | | | 3,750,000 | | | | | | JPY | | | 621,245,100 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (29,603 | ) |
CHF | | | 3,750,000 | | | | | | USD | | | 4,285,814 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (30,523 | ) |
CLP | | | 345,428,000 | | | | | | USD | | | 400,000 | | | | | | | | Sep 08 2023 | | | | SOCIETE GENERALE | | | | 4,848 | |
CLP | | | 1,676,693,647 | | | | | | USD | | | 1,950,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 12,274 | |
CNH | | | 5,469,027 | | | | | | USD | | | 750,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 2,289 | |
COP | | | 392,918,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (4,111 | ) |
COP | | | 817,586,400 | | | | | | USD | | | 200,000 | | | | | | | | Sep 11 2023 | | | | SOCIETE GENERALE | | | | (889 | ) |
COP | | | 816,253,883 | | | | | | USD | | | 200,000 | | | | | | | | Sep 15 2023 | | | | SOCIETE GENERALE | | | | (1,489 | ) |
COP | | | 5,380,871,735 | | | | | | USD | | | 1,300,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 6,346 | |
COP | | | 411,466,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (175 | ) |
CZK | | | 42,462,609 | | | | | | EUR | | | 1,750,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 12,141 | |
EUR | | | 43,292,679 | | | | | | USD | | | 47,275,605 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (328,968 | ) |
EUR | | | 100,000 | | | | | | PLN | | | 446,961 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 150 | |
EUR | | | 400,000 | | | | | | CHF | | | 384,117 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (1,623 | ) |
EUR | | | 550,000 | | | | | | CZK | | | 13,377,867 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (5,278 | ) |
EUR | | | 950,000 | | | | | | GBP | | | 820,895 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (8,892 | ) |
EUR | | | 11,550,000 | | | | | | JPY | | | 1,811,339,578 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 46,965 | |
EUR | | | 7,800,000 | | | | | | NOK | | | 88,837,227 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 104,708 | |
EUR | | | 1,000,000 | | | | | | PLN | | | 4,473,454 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 2,277 | |
EUR | | | 14,200,000 | | | | | | SEK | | | 166,604,959 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 180,382 | |
EUR | | | 3,300,000 | | | | | | USD | | | 3,615,481 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (33,702 | ) |
EUR | | | 4,250,000 | | | | | | AUD | | | 7,181,867 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (43,920 | ) |
EUR | | | 4,375,000 | | | | | | CAD | | | 6,451,821 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (27,447 | ) |
EUR | | | 400,000 | | | | | | GBP | | | 342,639 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 97 | |
EUR | | | 200,000 | | | | | | HUF | | | 76,867,880 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (500 | ) |
EUR | | | 3,800,000 | | | | | | JPY | | | 600,543,146 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (17,232 | ) |
EUR | | | 2,250,000 | | | | | | NOK | | | 25,925,693 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 2,102 | |
EUR | | | 4,625,000 | | | | | | SEK | | | 54,923,191 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (1,530 | ) |
EUR | | | 5,125,000 | | | | | | USD | | | 5,591,801 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (28,647 | ) |
GBP | | | 43,273,614 | | | | | | USD | | | 54,698,194 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 121,159 | |
GBP | | | 43,273,614 | | | | | | USD | | | 55,001,845 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (181,302 | ) |
GBP | | | 12,869,016 | | | | | | EUR | | | 14,950,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 77,492 | |
GBP | | | 5,400,000 | | | | | | USD | | | 6,861,657 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (20,280 | ) |
GBP | | | 3,125,000 | | | | | | AUD | | | 6,185,843 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (52,205 | ) |
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, 2023
Currency Purchased | | | | | | Currency Sold | | | | | | | | Expiration Date | | | | Counterparty | | | | Unrealized Appreciation/ (Depreciation) | |
GBP | | | 7,281,609 | | | | | | EUR | | | 8,500,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | $ | (1,385 | ) |
GBP | | | 2,625,000 | | | | | | JPY | | | 486,124,301 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (27,231 | ) |
GBP | | | 4,375,000 | | | | | | USD | | | 5,592,088 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (49,257 | ) |
HUF | | | 1,204,588,892 | | | | | | EUR | | | 3,100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 46,636 | |
HUF | | | 76,552,466 | | | | | | EUR | | | 200,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (393 | ) |
HUF | | | 141,276,600 | | | | | | USD | | | 400,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (73 | ) |
ILS | | | 753,312 | | | | | | USD | | | 200,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (1,763 | ) |
INR | | | 99,733,466 | | | | | | USD | | | 1,200,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 4,503 | |
INR | | | 41,368,612 | | | | | | USD | | | 500,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (647 | ) |
JPY | | | 3,656,642,540 | | | | | | USD | | | 25,067,422 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 68,926 | |
JPY | | | 291,671,728 | | | | | | EUR | | | 1,850,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 3,121 | |
JPY | | | 130,471,680 | | | | | | USD | | | 900,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (392 | ) |
KRW | | | 519,061,778 | | | | | | USD | | | 400,000 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (7,273 | ) |
KRW | | | 658,061,493 | | | | | | USD | | | 500,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (2,008 | ) |
KRW | | | 670,309,893 | | | | | | USD | | | 500,000 | | | | | | | | Sep 11 2023 | | | | SOCIETE GENERALE | | | | 7,424 | |
KRW | | | 5,746,878,128 | | | | | | USD | | | 4,300,000 | | | | | | | | Sep 18 2023 | | | | SOCIETE GENERALE | | | | 52,090 | |
KRW | | | 132,261,950 | | | | | | USD | | | 100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 173 | |
KRW | | | 5,671,070,841 | | | | | | USD | | | 4,300,000 | | | | | | | | Sep 27 2023 | | | | SOCIETE GENERALE | | | | (3,154 | ) |
MXN | | | 124,419,229 | | | | | | USD | | | 7,250,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 21,578 | |
MXN | | | 102,500,000 | | | | | | USD | | | 6,020,602 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (32,221 | ) |
NOK | | | 1,157,359 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 391 | |
NOK | | | 5,692,180 | | | | | | SEK | | | 5,862,993 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (309 | ) |
NZD | | | 100,000 | | | | | | USD | | | 59,709 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (76 | ) |
NZD | | | 1,298,435 | | | | | | AUD | | | 1,200,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (3,876 | ) |
NZD | | | 6,600,000 | | | | | | JPY | | | 570,508,422 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 827 | |
PEN | | | 555,515 | | | | | | USD | | | 150,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 100 | |
PHP | | | 5,626,674 | | | | | | USD | | | 100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (664 | ) |
PLN | | | 893,345 | | | | | | EUR | | | 200,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (440 | ) |
PLN | | | 41,592,904 | | | | | | EUR | | | 9,350,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (77,918 | ) |
PLN | | | 2,240,292 | | | | | | EUR | | | 500,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (391 | ) |
PLN | | | 17,257,566 | | | | | | USD | | | 4,200,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (22,093 | ) |
SEK | | | 14,271,315 | | | | | | EUR | | | 1,200,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 2,312 | |
SEK | | | 7,403,414 | | | | | | NOK | | | 7,192,180 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (29 | ) |
SGD | | | 67,449 | | | | | | USD | | | 50,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (47 | ) |
SGD | | | 11,099,685 | | | | | | USD | | | 8,200,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 21,275 | |
THB | | | 3,485,266 | | | | | | USD | | | 100,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (272 | ) |
TWD | | | 60,269,609 | | | | | | USD | | | 1,900,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (6,337 | ) |
TWD | | | 38,204,005 | | | | | | USD | | | 1,200,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 2,596 | |
TWD | | | 60,462,934 | | | | | | USD | | | 1,900,000 | | | | | | | | Sep 21 2023 | | | | SOCIETE GENERALE | | | | 3,506 | |
USD | | | 23,489,672 | | | | | | AUD | | | 36,343,522 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (59,958 | ) |
USD | | | 23,597,849 | | | | | | AUD | | | 36,343,522 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 44,774 | |
USD | | | 4,422,016 | | | | | | AUD | | | 6,800,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 12,707 | |
USD | | | 2,388,955 | | | | | | AUD | | | 3,700,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (10,406 | ) |
USD | | | 2,000,000 | | | | | | BRL | | | 9,990,569 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (11,194 | ) |
USD | | | 43,713,567 | | | | | | CAD | | | 59,187,427 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (90,653 | ) |
USD | | | 4,800,000 | | | | | | CAD | | | 6,471,223 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 9,306 | |
USD | | | 5,462,039 | | | | | | CAD | | | 7,400,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (16,408 | ) |
USD | | | 5,473,032 | | | | | | CHF | | | 4,816,268 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 20,187 | |
USD | | | 3,100,000 | | | | | | CHF | | | 2,712,944 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 22,178 | |
USD | | | 400,000 | | | | | | CLP | | | 341,560,576 | | | | | | | | Sep 08 2023 | | | | SOCIETE GENERALE | | | | (316 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
22
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2023
Currency Purchased | | | | | | Currency Sold | | | | | | | | Expiration Date | | | | Counterparty | | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 2,000,000 | | | | | | CLP | | | 1,729,843,110 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | $ | (24,476 | ) |
USD | | | 200,000 | | | | | | CLP | | | 174,243,991 | | | | | | | | Sep 25 2023 | | | | SOCIETE GENERALE | | | | (3,799 | ) |
USD | | | 200,000 | | | | | | CLP | | | 171,526,000 | | | | | | | | Oct 02 2023 | | | | SOCIETE GENERALE | | | | (462 | ) |
USD | | | 6,950,000 | | | | | | CNH | | | 50,036,677 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 67,231 | |
USD | | | 4,000,000 | | | | | | CNH | | | 29,144,080 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (9,315 | ) |
USD | | | 100,000 | | | | | | COP | | | 412,276,644 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (614 | ) |
USD | | | 200,000 | | | | | | COP | | | 823,496,287 | | | | | | | | Sep 11 2023 | | | | SOCIETE GENERALE | | | | (550 | ) |
USD | | | 200,000 | | | | | | COP | | | 804,951,287 | | | | | | | | Sep 15 2023 | | | | SOCIETE GENERALE | | | | 4,238 | |
USD | | | 500,000 | | | | | | COP | | | 2,062,057,770 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (618 | ) |
USD | | | 100,000 | | | | | | COP | | | 415,036,960 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (691 | ) |
USD | | | 47,061,805 | | | | | | EUR | | | 43,292,679 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 115,169 | |
USD | | | 47,740,747 | | | | | | EUR | | | 43,710,420 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 332,446 | |
USD | | | 2,945,755 | | | | | | EUR | | | 2,700,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 15,209 | |
USD | | | 5,301,630 | | | | | | EUR | | | 4,875,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 9,850 | |
USD | | | 55,000,763 | | | | | | GBP | | | 43,273,614 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 181,412 | |
USD | | | 1,040,242 | | | | | | GBP | | | 817,476 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 4,634 | |
USD | | | 2,032,943 | | | | | | GBP | | | 1,600,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 5,868 | |
USD | | | 300,000 | | | | | | IDR | | | 4,571,857,873 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (147 | ) |
USD | | | 4,400,000 | | | | | | ILS | | | 16,259,528 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 121,238 | |
USD | | | 2,300,000 | | | | | | ILS | | | 8,672,526 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 17,593 | |
USD | | | 1,200,000 | | | | | | INR | | | 98,854,380 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 6,114 | |
USD | | | 13,200,000 | | | | | | INR | | | 1,096,299,468 | | | | | | | | Sep 18 2023 | | | | SOCIETE GENERALE | | | | (34,173 | ) |
USD | | | 1,250,000 | | | | | | INR | | | 103,734,018 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (2,155 | ) |
USD | | | 1,200,000 | | | | | | INR | | | 99,802,608 | | | | | | | | Sep 25 2023 | | | | SOCIETE GENERALE | | | | (4,486 | ) |
USD | | | 25,008,583 | | | | | | JPY | | | 3,656,642,540 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | (127,764 | ) |
USD | | | 25,083,294 | | | | | | JPY | | | 3,656,642,540 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | (68,749 | ) |
USD | | | 12,600,000 | | | | | | JPY | | | 1,798,598,132 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 198,594 | |
USD | | | 2,933,136 | | | | | | JPY | | | 425,000,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 1,797 | |
USD | | | 405,601 | | | | | | KRW | | | 519,061,778 | | | | | | | | Sep 01 2023 | | | | SOCIETE GENERALE | | | | 12,874 | |
USD | | | 500,000 | | | | | | KRW | | | 647,702,211 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 9,847 | |
USD | | | 500,000 | | | | | | KRW | | | 657,872,050 | | | | | | | | Sep 11 2023 | | | | SOCIETE GENERALE | | | | 1,991 | |
USD | | | 4,300,000 | | | | | | KRW | | | 5,692,498,628 | | | | | | | | Sep 18 2023 | | | | SOCIETE GENERALE | | | | (10,909 | ) |
USD | | | 1,500,000 | | | | | | KRW | | | 1,987,778,763 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (5,506 | ) |
USD | | | 4,300,000 | | | | | | KRW | | | 5,744,970,280 | | | | | | | | Sep 25 2023 | | | | SOCIETE GENERALE | | | | (52,351 | ) |
USD | | | 4,400,000 | | | | | | KRW | | | 5,823,544,122 | | | | | | | | Sep 27 2023 | | | | SOCIETE GENERALE | | | | (12,372 | ) |
USD | | | 6,043,482 | | | | | | MXN | | | 102,500,000 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 36,961 | |
USD | | | 1,450,000 | | | | | | MXN | | | 24,971,399 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (9,433 | ) |
USD | | | 3,000,000 | | | | | | NOK | | | 31,707,098 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 15,566 | |
USD | | | 2,645,818 | | | | | | NZD | | | 4,400,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 21,981 | |
USD | | | 2,745,068 | | | | | | NZD | | | 4,600,000 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 1,951 | |
USD | | | 50,000 | | | | | | PEN | | | 186,886 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (497 | ) |
USD | | | 150,000 | | | | | | PHP | | | 8,474,548 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 386 | |
USD | | | 2,800,000 | | | | | | SEK | | | 30,491,170 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 12,020 | |
USD | | | 1,400,000 | | | | | | SGD | | | 1,889,574 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 565 | |
USD | | | 1,250,000 | | | | | | THB | | | 43,704,695 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (569 | ) |
USD | | | 2,000,000 | | | | | | TRY | | | 55,013,346 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | (26,528 | ) |
USD | | | 1,900,000 | | | | | | TWD | | | 60,109,018 | | | | | | | | Sep 05 2023 | | | | SOCIETE GENERALE | | | | 11,383 | |
USD | | | 4,950,000 | | | | | | TWD | | | 156,839,591 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | 12,959 | |
USD | | | 1,900,000 | | | | | | TWD | | | 60,186,021 | | | | | | | | Sep 21 2023 | | | | SOCIETE GENERALE | | | | 5,212 | |
USD | | | 1,900,000 | | | | | | TWD | | | 60,418,345 | | | | | | | | Oct 02 2023 | | | | SOCIETE GENERALE | | | | (4,738 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
23
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2023
Currency Purchased | | | | | | Currency Sold | | | | | | | | Expiration Date | | | | Counterparty | | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 2,200,000 | | | | | | ZAR | | | 41,914,120 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | $ | (15,544 | ) |
USD | | | 1,900,000 | | | | | | ZAR | | | 35,816,184 | | | | | | | | Sep 22 2023 | | | | SOCIETE GENERALE | | | | 7,120 | |
ZAR | | | 18,681,779 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 20 2023 | | | | SOCIETE GENERALE | | | | (12,497 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | | | | $ | 267,941 | |
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.
24
Abbey Capital Multi Asset Fund
Consolidated Statement of Assets And Liabilities
August 31, 2023
ASSETS | | | | |
Investments, at value (cost $414,335,119) | | $ | 414,181,917 | |
Foreign currency deposits with broker for futures contracts (cost $1,061,259) | | | 1,068,206 | |
Deposits with broker for forward foreign currency contracts | | | 16,611,784 | |
Deposits with broker for futures contracts | | | 64,720,770 | |
Receivables for: | | | | |
Capital shares sold | | | 2,465,663 | |
Interest receivable | | | 51,653 | |
Unrealized appreciation on forward foreign currency contracts | | | 2,178,497 | |
Unrealized appreciation on futures contracts | | | 15,413,619 | |
Prepaid expenses and other assets | | | 54,468 | |
Total assets | | $ | 516,746,577 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 697,561 | |
Capital shares redeemed | | | 626,085 | |
Unrealized depreciation on forward foreign currency contracts | | | 1,910,556 | |
Unrealized depreciation on futures contracts | | | 9,348,073 | |
Other accrued expenses and liabilities | | | 149,591 | |
Total liabilities | | $ | 12,731,866 | |
Net assets | | $ | 504,014,711 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 43,683 | |
Paid-in capital | | | 509,048,292 | |
Total distributable earnings/(losses) | | | (5,077,264 | ) |
Net assets | | $ | 504,014,711 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 1,661,068 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 144,378 | |
Net asset value and redemption price per share | | $ | 11.51 | |
Maximum offering price per share (100/94.25 of 11.51) | | $ | 12.21 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 496,775,414 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 43,045,646 | |
Net asset value, offering and redemption price per share | | $ | 11.54 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 5,578,229 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 492,665 | |
Net asset value, offering and redemption price per share | | $ | 11.32 | |
The accompanying notes are an integral part of the consolidated financial statements.
25
Abbey Capital Multi Asset Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2023
INVESTMENT INCOME | | | | |
Interest | | $ | 17,692,511 | |
Total investment income | | | 17,692,511 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 7,761,423 | |
Administration and accounting services fees (Note 2) | | | 171,466 | |
Audit and tax service fees | | | 78,894 | |
Transfer agent fees (Note 2) | | | 71,756 | |
Registration and filing fees | | | 69,699 | |
Director fees | | | 52,947 | |
Distribution fees (Class C Shares) (Note 2) | | | 33,163 | |
Distribution fees (Class A Shares) (Note 2) | | | 3,617 | |
Printing and shareholder reporting fees | | | 30,834 | |
Legal fees | | | 29,020 | |
Custodian fees (Note 2) | | | 28,653 | |
Officer fees | | | 27,507 | |
Other expenses | | | 45,572 | |
Total expenses before waivers and/or reimbursements | | | 8,404,551 | |
Less: waivers and/or reimbursements (Note 2) | | | (495,671 | ) |
Net expenses after waivers and/or reimbursements | | | 7,908,880 | |
Net investment income/(loss) | | | 9,783,631 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (243,329 | ) |
Futures contracts | | | (8,640,595 | ) |
Foreign currency transactions | | | (1,190,251 | ) |
Forward foreign currency contracts | | | 4,268,562 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 227,536 | |
Futures contracts | | | (1,581,232 | ) |
Foreign currency translations | | | 7,475 | |
Forward foreign currency contracts | | | (938,244 | ) |
Net realized and unrealized gain/(loss) from investments | | | (8,090,078 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 1,693,553 | |
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
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 9,783,631 | | | $ | (1,886,699 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | (5,805,613 | ) | | | 9,827,414 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations and forward foreign currency contracts | | | (2,284,465 | ) | | | 5,724,023 | |
Net increase/(decrease) in net assets resulting from operations | | | 1,693,553 | | | | 13,664,738 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Class A | | | (56,337 | ) | | | — | |
Class I | | | (15,883,994 | ) | | | (10,929,221 | ) |
Class C | | | (167,553 | ) | | | (1,899 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (16,107,884 | ) | | | (10,931,120 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 3,555,040 | | | | 1,346,515 | |
Proceeds from reinvestment of distributions | | | 35,007 | | | | — | |
Shares redeemed | | | (2,652,964 | ) | | | (541,920 | ) |
Total from Class A Shares | | | 937,083 | | | | 804,595 | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 379,787,638 | | | | 278,631,362 | |
Proceeds from reinvestment of distributions | | | 10,506,767 | | | | 10,666,118 | |
Shares redeemed | | | (221,232,417 | ) | | | (44,846,418 | ) |
Total from Class I Shares | | | 169,061,988 | | | | 244,451,062 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 5,762,438 | | | | 709,761 | |
Proceeds from reinvestment of distributions | | | 108,350 | | | | — | |
Shares redeemed | | | (688,103 | ) | | | (99,936 | ) |
Total from Class C Shares | | | 5,182,685 | | | | 609,825 | |
Net increase/(decrease) in net assets from capital share transactions | | | 175,181,756 | | | | 245,865,482 | |
Total increase/(decrease) in net assets | | | 160,767,425 | | | | 248,599,100 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 343,247,286 | | | | 94,648,186 | |
End of period | | $ | 504,014,711 | | | $ | 343,247,286 | |
The accompanying notes are an integral part of the consolidated financial statements.
27
Abbey Capital Multi Asset Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 304,780 | | | | 112,990 | |
Shares reinvested | | | 3,095 | | | | — | |
Shares redeemed | | | (231,142 | ) | | | (45,345 | ) |
Total Class A Shares | | | 76,733 | | | | 67,645 | |
Class I Shares | | | | | | | | |
Shares sold | | | 32,917,512 | | | | 23,584,424 | |
Shares reinvested | | | 927,341 | | | | 957,461 | |
Shares redeemed | | | (19,386,275 | ) | | | (3,858,008 | ) |
Total Class I Shares | | | 14,458,578 | | | | 20,683,877 | |
Class C Shares | | | | | | | | |
Shares sold | | | 491,570 | | | | 61,350 | |
Shares reinvested | | | 9,673 | | | | — | |
Shares redeemed | | | (61,266 | ) | | | (8,662 | ) |
Total Class C Shares | | | 439,977 | | | | 52,688 | |
Net increase/(decrease) in shares outstanding | | | 14,975,288 | | | | 20,804,210 | |
The accompanying notes are an integral part of the consolidated financial statements.
28
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 respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | For the Year Ended August 31, 2023 | | | For The Period February 16, 2022 to august 31, 2022(1) | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 11.94 | | | $ | 11.21 | |
Net investment income/(loss)(2) | | | 0.23 | | | | (0.06 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.21 | ) | | | 0.79 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.02 | | | | 0.73 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (0.42 | ) | | | — | |
Net realized capital gains | | | (0.03 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.45 | ) | | | — | |
Net asset value, end of period | | $ | 11.51 | | | $ | 11.94 | |
Total investment return/(loss)(3) | | | 0.24 | % | | | 6.51 | %(4) |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,661 | | | $ | 808 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 2.04 | % | | | 2.04 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 2.04 | % | | | 2.04 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.16 | % | | | 2.23 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.99 | % | | | (0.87 | )%(5) |
Portfolio turnover rate(7) | | | 0 | % | | | 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 period 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.
29
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.96 | | | $ | 11.98 | | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | |
Net investment income/(loss)(1) | | | 0.26 | | | | (0.13 | ) | | | (0.21 | ) | | | (0.08 | ) | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | (0.23 | ) | | | 1.29 | | | | 2.21 | | | | 1.38 | | | | 1.09 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.03 | | | | 1.16 | | | | 2.00 | | | | 1.30 | | | | 1.11 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.42 | ) | | | (0.34 | ) | | | (0.17 | ) | | | (0.96 | ) | | | (0.36 | ) |
Net realized capital gains | | | (0.03 | ) | | | (0.84 | ) | | | (0.92 | ) | | | (0.21 | ) | | | (0.46 | ) |
Total dividends and distributions to shareholders | | | (0.45 | ) | | | (1.18 | ) | | | (1.09 | ) | | | (1.17 | ) | | | (0.82 | ) |
Net asset value, end of period | | $ | 11.54 | | | $ | 11.96 | | | $ | 11.98 | | | $ | 11.07 | | | $ | 10.94 | |
Total investment return/(loss)(2) | | | 0.38 | % | | | 10.40 | % | | | 19.72 | % | | | 13.97 | % | | | 12.20 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 496,775 | | | $ | 341,815 | | | $ | 94,948 | | | $ | 37,572 | | | $ | 28,242 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.84 | % | | | 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) | | | 1.91 | % | | | 1.98 | % | | | 2.28 | % | | | 2.45 | % | | | 2.27 | % |
Ratio of net investment income/(loss) to average net assets | | | 2.24 | % | | | (1.12 | )% | | | (1.80 | )% | | | (0.76 | )% | | | 0.25 | % |
Portfolio turnover rate(4) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the 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 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.
30
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 respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | For the Year Ended August 31, 2023 | | | For The Period November 8, 2021 To August 31, 2022(1) | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 11.85 | | | $ | 12.51 | |
Net investment income/(loss)(2) | | | 0.14 | | | | (0.18 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.22 | ) | | | 0.70 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.08 | ) | | | 0.52 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (0.42 | ) | | | (0.34 | ) |
Net realized capital gains | | | (0.03 | ) | | | (0.84 | ) |
Total dividends and distributions to shareholders | | | (0.45 | ) | | | (1.18 | ) |
Net asset value, end of period | | $ | 11.32 | | | $ | 11.85 | |
Total investment return/(loss)(3) | | | (0.63 | )% | | | 4.84 | %(4) |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 5,578 | | | $ | 624 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 2.79 | % | | | 2.79 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 2.79 | % | | | 2.79 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.91 | % | | | 2.98 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.24 | % | | | (1.88 | )%(5) |
Portfolio turnover rate(7) | | | 0 | % | | | 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 each 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.
31
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements
August 31, 2023
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 complex 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 fifty-three 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 91.523 billion shares are currently classified into two hundred and twenty-two 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, 2023, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2023 (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 $ $111,496,251, which represented 22.12% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $ $75,562,610, which represented 14.99% 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
32
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 by the Valuation Designee (as defined below) 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.
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated Abbey Capital Limited (the “Adviser” or “Abbey Capital”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 | | $ | 414,181,917 | | | $ | 414,181,917 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 5,551,879 | | | | 5,551,879 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 6,774,880 | | | | 6,774,880 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 2,178,497 | | | | — | | | | 2,178,497 | | | | — | |
Futures Contracts | | | 2,665,234 | | | | 2,665,234 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 421,626 | | | | 421,626 | | | | — | | | | — | |
Total Assets | | $ | 431,774,033 | | | $ | 429,595,536 | | | $ | 2,178,497 | | | $ | — | |
33
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (4,527,513 | ) | | $ | (4,527,513 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (948,033 | ) | | | (948,033 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (1,910,556 | ) | | | — | | | | (1,910,556 | ) | | | — | |
Futures Contracts | | | (165,862 | ) | | | (165,862 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (3,706,665 | ) | | | (3,706,665 | ) | | | — | | | | — | |
Total Liabilities | | $ | (11,258,629 | ) | | $ | (9,348,073 | ) | | $ | (1,910,556 | ) | | $ | — | |
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.
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.
34
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 | | | $ | — | | | $ | — | | | $ | 2,178,497 | | | $ | — | | | $ | 2,178,497 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 6,774,880 | | | | 421,626 | | | | 2,665,234 | | | | 5,551,879 | | | | 15,413,619 | |
Total Value- Assets | | | | | | $ | 6,774,880 | | | $ | 421,626 | | | $ | 4,843,731 | | | $ | 5,551,879 | | | $ | 17,592,116 | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | (1,910,556 | ) | | $ | — | | | $ | (1,910,556 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (948,033 | ) | | | (3,706,665 | ) | | | (165,862 | ) | | | (4,527,513 | ) | | | (9,348,073 | ) |
Total Value- Liabilities | | $ | (948,033 | ) | | $ | (3,706,665 | ) | | $ | (2,076,418 | ) | | $ | (4,527,513 | ) | | $ | (11,258,629 | ) |
(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) |
Futures Contracts | | | Net realized gain/(loss) from Futures Contracts | | | $ | 19,373,489 | | | $ | 504,797 | | | $ | (2,745,356 | ) | | $ | (25,773,525 | ) | | $ | (8,640,595 | ) |
Forward Contracts | | | Net realized gain/(loss) from Forward Foreign Currency Contracts | | | | — | | | | — | | | | 4,268,562 | | | | — | | | | 4,268,562 | |
Total Realized Gain/(Loss) | | $ | 19,373,489 | | | $ | 504,797 | | | $ | 1,523,206 | | | $ | (25,773,525 | ) | | $ | (4,372,033 | ) |
35
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Change in Unrealized Appreciation/(Depreciation) |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | $ | 2,597,517 | | | $ | (5,864,691 | ) | | $ | 704,864 | | | $ | 981,078 | | | $ | (1,581,232 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | (938,244 | ) | | | — | | | | (938,244 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 2,597,517 | | | $ | (5,864,691 | ) | | $ | (233,380 | ) | | $ | 981,078 | | | $ | (2,519,476 | ) |
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) |
$689,416,133 | $(1,138,620,894) | $(591,416,002) | $591,627,845 |
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.
36
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 | | $ | 2,178,497 | | | $ | (1,910,556 | ) | | $ | — | | | $ | 267,941 | | | | | | | $ | 1,910,556 | | | $ | (1,910,556 | ) | | $ | — | | | $ | — | |
| (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 (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.
37
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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.
SEC RULE 18f-4 — Effective August 19, 2022, the U.S. Securities and Exchange Commission (“SEC”) implemented Rule 18f-4 under the 1940 Act (“Rule 18f-4”), providing for the regulation of a registered investment company’s use of derivatives and certain related instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. The Fund, as a full derivatives user (as defined in Rule 18f-4), is subject to the full requirements of Rule 18f-4. 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.
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.
38
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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, 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.
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.
39
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
2. Investment Adviser and Other Services
Abbey Capital Limited 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, 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.
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 |
$7,761,423 | $(495,671) | $7,265,752 |
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, 2024 | August 31, 2025 | August 31, 2026 | Total |
$254,268 | $312,567 | $495,671 | $1,062,506 |
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, doing business as U.S. Bank Global Fund Services (“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.
40
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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. 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 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.
41
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
As of August 31, 2023, 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) |
$507,755,868 | $580,444 | $(41,621,827) | $(41,041,383) |
(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, 2023, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$21,434,269 | $(21,434,269) |
As of August 31, 2023, 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 |
$13,459,720 | $8,291,236 | $(26,828,220) | $— | $— | $— |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains of the Cayman Subsidiary for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2022 and August 31, 2023 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2023 | $16,071,575 | $36,309 | $16,107,884 |
2022 | $7,325,763 | $3,605,357 | $10,931,120 |
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, 2023, the Fund had no unlimited short-term or long-term capital loss carryovers to offset future capital gains.
42
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2023
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
Israel-Hamas Conflict Risk — The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
43
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, 2023, 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, 2023, 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, 2023, 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 30, 2023
44
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, 2023. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023. During the fiscal year ended August 31, 2023, 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 6.87%.
Because the Fund’s 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 2024.
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.
45
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 Forms N-PORT are 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 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 each of 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 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements for an additional one-year term ending August 16, 2024. The Board’s decision to approve the Investment 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 Investment 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, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of Abbey Capital, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of Abbey Capital, the Subsidiaries, or Trading Advisers were present. 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 Fuse Research Network, LLC comparing the Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
46
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 one-year, and since-inception periods ended March 31, 2023, and underperformed the benchmark for the three-month, and three-year periods ended March 31, 2023. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return outperformed the median of its Peer Group for the one-year, three-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month period ended December 31, 2022.
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 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 both the Fund’s net advisory fee and Fund’s total net expenses were above the median and in the 5th quintile (most expensive) of its Peer Group. The Directors also considered the fees payable to each Trading Adviser under the Trading Advisory Agreements and the information provided by Abbey Capital on the services provided by the different Trading Advisers. In this regard, the Directors noted that the fees for each Trading Adviser were payable by Abbey Capital. The Directors noted that Abbey Capital had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2023 to limit total annual operating expenses to agreed upon levels for the Fund.
After reviewing the information regarding Abbey Capital’s and the Trading Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Abbey Capital and each Trading Adviser, the Directors concluded that the investment advisory fees to be paid by the Fund to Abbey Capital and the trading advisory fees to be paid by Abbey Capital to each Trading Adviser were fair and reasonable and that the Investment Advisory Agreement, the Subsidiary Investment Advisory Agreements, and Trading Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2024.
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 January 1, 2022 to December 31, 2022 (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
47
Abbey Capital Multi Asset Fund
Other Information (Concluded)
(Unaudited)
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.
48
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 During the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 63 | 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: 57 | 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. | 63 | 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). |
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 During the Past 5 Years |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO LLC. | N/A | N/A |
50
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 During 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: 60 | 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: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series of the Company (53 portfolios) and The RBB Fund Trust (10 portfolios). |
51
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, banking and investment services industry, including service on the boards of public companies, 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.
52
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 |
53
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. |
54
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. |
55
[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-AR23
ADARA SMALLER COMPANIES FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2023
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, 2023 (UNAUDITED)
Dear Shareholder,
The Adara Smaller Companies Fund (the “Fund”) generated a return of 6.40% for the fiscal year ended August 31, 2023, and outperformed its benchmark, the Russell 2000 Index, which returned 4.01% over the same period.
U.S. equity markets managed modest gains for the fiscal year despite persistent concerns about rising interest rates, elevated inflation and a possible recession. Bouts of volatility were offset by a lengthy rally in stocks whose companies were seen as benefiting from an artificial intelligence boom. Substantial gains from that market runup were trimmed substantially in the final two months of the fiscal year due to new worries about the future of interest rates and economic growth.
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”). Performance of the Fund’s sub-advisers for the fiscal year was led by Pier, with a return of 16.17%, followed in order by Aperio with a return of 9.62%, River Road with a return of 9.24%, Pacific Ridge with a return of 3.63% and Driehaus with a return of 3.04%. As of August 31, 2023, the Fund’s assets were allocated 26% to Driehaus, followed by Pacific Ridge with 25%, Aperio with 20%, River Road with 15% and Pier with 12%.
Altair Advisers LLC remains firm in our belief that small and microcap stocks offer an attractive opportunity that justifies their higher risk. We believe that the smaller capitalization space of the market remains highly inefficient, with little analyst coverage or institutional ownership. It is our view that these inefficiencies provide the potential for active managers to generate meaningful outperformance over the long term.
Sincerely,
Altair Advisers LLC
1
ADARA SMALLER COMPANIES FUND
ANNUAL report
Performance Data
August 31, 2023 (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, 2023 |
| One Year | Three Years | Five Years | Since Inception | |
Adara Smaller Companies Fund | 6.40% | 11.87% | 6.56% | 10.34%* | |
Russell 2000® Index | 4.01% | 7.74% | 3.24% | 8.01%** | |
* | 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, 2022, 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 Sub-Adviser’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, 2023 (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, 2023 through August 31, 2023 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, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | Actual Six Month Total Investment Return | |
Class I Shares | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,018.70 | | | $ | 4.17 | | | | 0.82 | % | | | 1.87 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.07 | | | | 4.18 | | | | 0.82 | % | | | 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, 2023 (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 | | | 7.7 | % | | $ | 37,068,231 | |
Commercial Services | | | 7.4 | | | | 35,739,792 | |
Retail | | | 6.8 | | | | 32,691,673 | |
Biotechnology | | | 5.4 | | | | 26,174,193 | |
Software | | | 4.4 | | | | 21,459,597 | |
Semiconductors | | | 4.1 | | | | 19,655,738 | |
Healthcare-Products | | | 3.9 | | | | 18,813,886 | |
Electronics | | | 3.5 | | | | 16,989,667 | |
Engineering & Construction | | | 2.7 | | | | 13,030,762 | |
Insurance | | | 2.5 | | | | 12,056,896 | |
Pharmaceuticals | | | 2.4 | | | | 11,441,764 | |
REITS | | | 2.3 | | | | 11,036,025 | |
Building Materials | | | 2.2 | | | | 10,841,545 | |
Oil & Gas | | | 2.2 | | | | 10,646,089 | |
Oil & Gas Services | | | 2.2 | | | | 10,469,139 | |
Internet | | | 2.1 | | | | 9,981,002 | |
Auto Parts & Equipment | | | 1.9 | | | | 9,054,203 | |
Transportation | | | 1.5 | | | | 7,150,177 | |
Diversified Financial Services | | | 1.5 | | | | 7,008,798 | |
Home Builders | | | 1.4 | | | | 6,529,787 | |
Computers | | | 1.3 | | | | 6,455,792 | |
Machinery-Diversified | | | 1.3 | | | | 6,287,048 | |
Miscellaneous Manufacturing | | | 1.3 | | | | 6,219,135 | |
Metal Fabricate/Hardware | | | 1.3 | | | | 6,036,729 | |
Savings & Loans | | | 1.2 | | | | 5,917,833 | |
Cosmetics/Personal Care | | | 1.2 | | | | 5,670,245 | |
Food | | | 1.1 | | | | 5,503,003 | |
Beverages | | | 1.1 | | | | 5,396,485 | |
Leisure Time | | | 1.0 | | | | 4,776,757 | |
Aerospace/Defense | | | 1.0 | | | | 4,612,515 | |
Healthcare-Services | | | 0.9 | | | | 4,440,586 | |
Telecommunications | | | 0.8 | | | | 4,071,680 | |
Distribution/Wholesale | | | 0.8 | | | | 4,067,530 | |
Apparel | | | 0.8 | | | | 3,697,804 | |
Home Furnishings | | | 0.7 | | | | 3,429,562 | |
Real Estate | | | 0.7 | | | | 3,291,979 | |
Iron/Steel | | | 0.6 | | | | 3,114,019 | |
Energy-Alternate Sources | | | 0.6 | | | | 3,015,487 | |
Media | | | 0.6 | | | | 2,699,109 | |
Machinery-Construction & Mining | | | 0.5 | | | | 2,650,579 | |
Agriculture | | | 0.5 | | | | 2,467,972 | |
Environmental Control | | | 0.5 | | | | 2,429,097 | |
Auto Manufacturers | | | 0.5 | | | | 2,346,499 | |
Hand/Machine Tools | | | 0.5 | | | | 2,254,362 | |
Textiles | | | 0.5 | | | | 2,183,484 | |
Entertainment | | | 0.4 | | | | 2,151,419 | |
Chemicals | | | 0.4 | | | | 2,148,679 | |
Airlines | | | 0.4 | | | | 1,780,041 | |
Electric | | | 0.3 | | | | 1,612,091 | |
Investment Companies | | | 0.3 | | | | 1,458,332 | |
Mining | | | 0.3 | | | | 1,304,448 | |
Housewares | | | 0.3 | | | | 1,287,519 | |
Packaging & Containers | | | 0.2 | | | | 1,161,271 | |
Gas | | | 0.2 | | | | 1,008,097 | |
Food Service | | | 0.2 | | | | 785,658 | |
Toys/Games/Hobbies | | | 0.1 | | | | 534,101 | |
Electrical Components & Equipment | | | 0.1 | | | | 498,806 | |
Household Products/Wares | | | 0.1 | | | | 444,635 | |
Coal | | | 0.0 | | | | 377,838 | |
Lodging | | | 0.1 | | | | 319,371 | |
Water | | | 0.1 | | | | 297,053 | |
Office/Business Equipment | | | 0.0 | | | | 134,852 | |
Office Furnishings | | | 0.0 | | | | 120,283 | |
SHORT-TERM INVESTMENTS | | | 7.1 | | | | 34,332,416 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (191,065 | ) |
NET ASSETS | | | 100.0 | % | | $ | 482,440,100 | |
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, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 92.9% | | | | | | | | |
Aerospace/Defense — 1.0% | | | | | | | | |
AAR Corp. * | | | 37,297 | | | $ | 2,297,495 | |
AeroVironment, Inc. * | | | 1,433 | | | | 139,044 | |
Curtiss-Wright Corp. | | | 2,004 | | | | 416,812 | |
Hexcel Corp. | | | 19,353 | | | | 1,418,575 | |
Mercury Systems, Inc. * | | | 2,290 | | | | 89,882 | |
Moog, Inc. - Class A | | | 1,762 | | | | 204,674 | |
National Presto Industries, Inc. | | | 615 | | | | 46,033 | |
| | | | | | | 4,612,515 | |
Agriculture — 0.5% | | | | | | | | |
Alico, Inc. | | | 68,790 | | | | 1,618,629 | |
Darling Ingredients, Inc. * | | | 8,943 | | | | 552,320 | |
Universal Corp. | | | 3,026 | | | | 144,098 | |
Vector Group Ltd. | | | 9,371 | | | | 100,363 | |
Vital Farms, Inc. * | | | 4,462 | | | | 52,562 | |
| | | | | | | 2,467,972 | |
Airlines — 0.4% | | | | | | | | |
Allegiant Travel Co. | | | 6,074 | | | | 539,614 | |
Hawaiian Holdings, Inc. * | | | 17,974 | | | | 154,217 | |
SkyWest, Inc. * | | | 8,137 | | | | 366,979 | |
Sun Country Airlines Holdings, Inc. * | | | 48,303 | | | | 719,231 | |
| | | | | | | 1,780,041 | |
Apparel — 0.8% | | | | | | | | |
Capri Holdings Ltd. * | | | 5,836 | | | | 306,332 | |
Crocs, Inc. * | | | 4,765 | | | | 463,825 | |
Kontoor Brands, Inc. | | | 4,168 | | | | 190,853 | |
Lakeland Industries, Inc. | | | 178,780 | | | | 2,506,496 | |
Skechers USA, Inc. - Class A * | | | 3,666 | | | | 184,436 | |
Wolverine World Wide, Inc. | | | 5,676 | | | | 45,862 | |
| | | | | | | 3,697,804 | |
Auto Manufacturers — 0.5% | | | | | | | | |
Blue Bird Corp. * | | | 37,156 | | | | 811,859 | |
Wabash National Corp. | | | 68,055 | | | | 1,534,640 | |
| | | | | | | 2,346,499 | |
Auto Parts & Equipment — 1.9% | | | | | | | | |
American Axle & Manufacturing Holdings, Inc. * | | | 6,190 | | | | 46,735 | |
Cooper-Standard Holdings, Inc. * | | | 125,320 | | | | 1,872,281 | |
Dorman Products, Inc. * | | | 1,947 | | | | 160,647 | |
Fox Factory Holding Corp. * | | | 4,046 | | | | 448,337 | |
Gentherm, Inc. * | | | 11,503 | | | | 692,596 | |
Methode Electronics, Inc. | | | 2,370 | | | | 76,433 | |
Miller Industries, Inc. | | | 53,890 | | | | 2,155,600 | |
Motorcar Parts of America, Inc. * | | | 268,650 | | | | 2,119,648 | |
Standard Motor Products, Inc. | | | 1,348 | | | | 49,916 | |
XPEL, Inc. * | | | 17,191 | | | | 1,432,010 | |
| | | | | | | 9,054,203 | |
| | Number of Shares | | | Value | |
Banks — 7.7% | | | | | | | | |
Ameris Bancorp | | | 2,245 | | | $ | 91,484 | |
Bank of Marin Bancorp | | | 2,619 | | | | 49,290 | |
Bankwell Financial Group, Inc. | | | 23,520 | | | | 611,990 | |
Banner Corp. | | | 1,733 | | | | 75,472 | |
Cadence Bank | | | 22,282 | | | | 509,812 | |
Capital Bancorp, Inc. | | | 62,030 | | | | 1,187,874 | |
Central Pacific Financial Corp. | | | 3,784 | | | | 64,214 | |
City Holding Co. | | | 4,208 | | | | 384,443 | |
Civista Bancshares, Inc. | | | 106,460 | | | | 1,808,755 | |
Colony Bankcorp, Inc. | | | 164,697 | | | | 1,714,496 | |
Community Bank System, Inc. | | | 1,997 | | | | 94,957 | |
ConnectOne Bancorp, Inc. | | | 7,600 | | | | 145,312 | |
Customers Bancorp, Inc. * | | | 13,377 | | | | 470,068 | |
Dime Community Bancshares, Inc. | | | 1,047 | | | | 22,312 | |
Esquire Financial Holdings, Inc. | | | 35,005 | | | | 1,636,834 | |
Farmers National Bancorp | | | 113,640 | | | | 1,443,228 | |
First BanCorp | | | 41,247 | | | | 571,683 | |
First Business Financial Services, Inc. | | | 53,989 | | | | 1,702,273 | |
First Commonwealth Financial Corp. | | | 18,699 | | | | 244,396 | |
First Financial Bancorp | | | 24,036 | | | | 499,468 | |
First Financial Bankshares, Inc. | | | 13,162 | | | | 378,013 | |
First Financial Corp. | | | 1,416 | | | | 51,995 | |
First Hawaiian, Inc. | | | 13,502 | | | | 255,323 | |
First Interstate BancSystem, Inc. - Class A | | | 2,950 | | | | 76,434 | |
First Northwest Bancorp | | | 96,300 | | | | 1,242,270 | |
Five Star Bancorp | | | 59,290 | | | | 1,296,079 | |
Glacier Bancorp, Inc. | | | 3,879 | | | | 117,185 | |
Heritage Commerce Corp. | | | 13,347 | | | | 115,718 | |
Hope Bancorp, Inc. | | | 27,648 | | | | 267,356 | |
Horizon Bancorp, Inc. | | | 116,366 | | | | 1,302,136 | |
Independent Bank Corp. | | | 1,193 | | | | 64,446 | |
Kearny Financial Corp. | | | 13,343 | | | | 98,872 | |
Metropolitan Bank Holding Corp. * | | | 62,476 | | | | 2,487,170 | |
Midland States Bancorp, Inc. | | | 2,458 | | | | 54,568 | |
NBT Bancorp, Inc. | | | 1,326 | | | | 45,641 | |
Northeast Bank | | | 63,060 | | | | 2,679,419 | |
OFG Bancorp | | | 7,960 | | | | 240,074 | |
Old National Bancorp | | | 10,450 | | | | 159,467 | |
Orrstown Financial Services, Inc. | | | 71,086 | | | | 1,535,458 | |
Parke Bancorp, Inc. | | | 115,981 | | | | 2,002,992 | |
Peoples Financial Services Corp. | | | 19,760 | | | | 861,536 | |
Preferred Bank | | | 1,379 | | | | 85,650 | |
S&T Bancorp, Inc. | | | 8,702 | | | | 246,528 | |
Seacoast Banking Corp. of Florida | | | 17,773 | | | | 419,621 | |
Southside Bancshares, Inc. | | | 4,513 | | | | 135,841 | |
Stellar Bancorp, Inc. | | | 2,051 | | | | 43,625 | |
The accompanying notes are an integral part of the financial statements.
5
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Banks — (Continued) | | | | | | | | |
The Bancorp, Inc. * | | | 37,552 | | | $ | 1,378,534 | |
Tompkins Financial Corp. | | | 1,660 | | | | 86,204 | |
Triumph Bancorp, Inc. * | | | 7,667 | | | | 492,451 | |
TrustCo Bank Corp. | | | 1,864 | | | | 53,068 | |
UMB Financial Corp. | | | 3,164 | | | | 199,996 | |
United Community Banks, Inc. | | | 12,730 | | | | 343,710 | |
Unity Bancorp, Inc. | | | 72,830 | | | | 1,759,937 | |
Univest Financial Corp. | | | 2,973 | | | | 53,484 | |
USCB Financial Holdings, Inc. * | | | 135,700 | | | | 1,488,629 | |
Veritex Holdings, Inc. | | | 11,815 | | | | 222,240 | |
Walker & Dunlop, Inc. | | | 1,239 | | | | 105,736 | |
Washington Trust Bancorp, Inc. | | | 673 | | | | 18,844 | |
West BanCorp, Inc. | | | 68,770 | | | | 1,273,620 | |
| | | | | | | 37,068,231 | |
Beverages — 1.1% | | | | | | | | |
Celsius Holdings, Inc. * | | | 7,408 | | | | 1,452,264 | |
Coca-Cola Consolidated, Inc. | | | 279 | | | | 194,993 | |
MGP Ingredients, Inc. | | | 9,107 | | | | 1,091,929 | |
The Duckhorn Portfolio, Inc. * | | | 23,575 | | | | 293,273 | |
The Vita Coco Co., Inc. * | | | 83,564 | | | | 2,364,026 | |
| | | | | | | 5,396,485 | |
Biotechnology — 5.4% | | | | | | | | |
89bio, Inc. * | | | 28,946 | | | | 496,134 | |
ADMA Biologics. Inc. * | | | 167,983 | | | | 646,734 | |
Aerovate Therapeutics, Inc. * | | | 20,341 | | | | 323,218 | |
Akero Therapeutics, Inc. * | | | 16,354 | | | | 811,649 | |
Albireo Pharma, Inc. *† | | | 1,908 | | | | — | |
Allogene Therapeutics, Inc. * | | | 12,004 | | | | 46,696 | |
ANI Pharmaceuticals, Inc. * | | | 5,276 | | | | 339,722 | |
Apogee Therapeutics, Inc. * | | | 25,190 | | | | 577,859 | |
Astria Therapeutics, Inc. * | | | 43,071 | | | | 383,332 | |
Avid Bioservices, Inc. * | | | 3,898 | | | | 45,996 | |
Biohaven Ltd. * | | | 2,687 | | | | 49,145 | |
Biomea Fusion, Inc. * | | | 24,823 | | | | 418,764 | |
Certara, Inc. * | | | 2,941 | | | | 47,527 | |
Crinetics Pharmaceuticals, Inc. * | | | 95,026 | | | | 1,645,850 | |
Cytokinetics, Inc. * | | | 4,225 | | | | 147,621 | |
Day One Biopharmaceuticals, Inc. * | | | 32,773 | | | | 442,108 | |
Denali Therapeutics, Inc. * | | | 10,234 | | | | 236,303 | |
Dynavax Technologies Corp. * | | | 108,542 | | | | 1,558,663 | |
Editas Medicine, Inc. * | | | 5,450 | | | | 48,559 | |
Emergent BioSolutions, Inc. * | | | 15,772 | | | | 73,971 | |
Erasca, Inc. * | | | 16,523 | | | | 42,795 | |
Halozyme Therapeutics, Inc. * | | | 11,244 | | | | 478,545 | |
Ideaya Biosciences, Inc. * | | | 40,676 | | | | 1,194,247 | |
Immunocore Holdings PLC - ADR * | | | 7,153 | | | | 402,499 | |
ImmunoGen, Inc. * | | | 96,320 | | | | 1,525,709 | |
Intercept Pharmaceuticals, Inc. * | | | 4,573 | | | | 49,526 | |
Intra-Cellular Therapies, Inc. * | | | 13,000 | | | | 721,760 | |
| | Number of Shares | | | Value | |
Biotechnology — (Continued) | | | | | | | | |
iTeos Therapeutics, Inc. * | | | 3,580 | | | $ | 43,193 | |
Kiniksa Pharmaceuticals Ltd. - Class A * | | | 33,687 | | | | 580,427 | |
Ligand Pharmaceuticals, Inc. * | | | 978 | | | | 64,323 | |
Maravai LifeSciences Holdings, Inc. - Class A * | | | 20,569 | | | | 212,683 | |
Mineralys Therapeutics, Inc. * | | | 19,925 | | | | 255,837 | |
NeoGenomics, Inc. * | | | 32,829 | | | | 493,420 | |
Nuvalent, Inc. - Class A * | | | 45,986 | | | | 2,095,582 | |
OmniAb Operations, Inc. *† | | | 340 | | | | — | |
OmniAb Operations, Inc. *† | | | 340 | | | | — | |
Point Biopharma Global, Inc. * | | | 79,344 | | | | 631,578 | |
Prothena Corp. PLC * | | | 4,659 | | | | 246,089 | |
REVOLUTION Medicines, Inc. * | | | 14,642 | | | | 497,389 | |
Roivant Sciences Ltd. * | | | 27,689 | | | | 320,362 | |
Sana Biotechnology, Inc. * | | | 23,444 | | | | 125,425 | |
SpringWorks Therapeutics, Inc. * | | | 26,672 | | | | 751,617 | |
Structure Therapeutics, Inc. - ADR * | | | 49,968 | | | | 1,408,598 | |
Terns Pharmaceuticals, Inc. * | | | 44,508 | | | | 234,557 | |
TG Therapeutics, Inc. * | | | 32,058 | | | | 335,647 | |
Theravance Biopharma, Inc. * | | | 6,387 | | | | 60,804 | |
Ventyx Biosciences, Inc. * | | | 41,520 | | | | 1,390,920 | |
Veracyte, Inc. * | | | 27,735 | | | | 732,204 | |
Vericel Corp. * | | | 1,632 | | | | 53,579 | |
Xenon Pharmaceuticals, Inc. * | | | 74,013 | | | | 2,885,027 | |
| | | | | | | 26,174,193 | |
Building Materials — 2.2% | | | | | | | | |
AAON, Inc. | | | 6,180 | | | | 389,711 | |
American Woodmark Corp. * | | | 1,043 | | | | 81,010 | |
Apogee Enterprises, Inc. | | | 7,722 | | | | 389,652 | |
Armstrong World Industries, Inc. | | | 18,244 | | | | 1,397,308 | |
Aspen Aerogels, Inc. * | | | 8,183 | | | | 49,835 | |
Boise Cascade Co. | | | 3,571 | | | | 390,560 | |
Gibraltar Industries, Inc. * | | | 4,141 | | | | 310,699 | |
Knife River Corp. * | | | 25,544 | | | | 1,314,494 | |
Modine Manufacturing Co. * | | | 50,320 | | | | 2,394,729 | |
PGT Innovations, Inc. * | | | 6,101 | | | | 171,987 | |
Simpson Manufacturing Co., Inc. | | | 2,069 | | | | 330,544 | |
SPX Technologies, Inc. * | | | 4,521 | | | | 357,249 | |
Summit Materials, Inc. - Class A * | | | 28,797 | | | | 1,077,296 | |
Tecnoglass, Inc. | | | 20,422 | | | | 795,845 | |
The AZEK Co., Inc. * | | | 16,027 | | | | 545,078 | |
UFP Industries, Inc. | | | 8,103 | | | | 845,548 | |
| | | | | | | 10,841,545 | |
Chemicals — 0.4% | | | | | | | | |
AdvanSix, Inc. | | | 3,917 | | | | 129,574 | |
American Vanguard Corp. | | | 16,135 | | | | 222,986 | |
Balchem Corp. | | | 1,846 | | | | 259,363 | |
Innospec, Inc. | | | 1,121 | | | | 120,418 | |
The accompanying notes are an integral part of the financial statements.
6
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Chemicals — (Continued) |
Koppers Holdings, Inc. | | | 7,974 | | | $ | 305,324 | |
Livent Corp. * | | | 6,800 | | | | 145,996 | |
Mativ Holdings, Inc. | | | 2,833 | | | | 46,461 | |
Perimeter Solutions SA * | | | 16,468 | | | | 97,326 | |
Rogers Corp. * | | | 1,868 | | | | 269,945 | |
Stepan Co. | | | 2,701 | | | | 235,716 | |
The Chemours Co. | | | 9,276 | | | | 315,570 | |
| | | | | | | 2,148,679 | |
Coal — 0.0% | | | | | | | | |
Warrior Met Coal, Inc. | | | 9,551 | | | | 377,838 | |
Commercial Services — 7.4% | | | | | | | | |
Acacia Research Corp. * | | | 320,940 | | | | 1,222,781 | |
Adtalem Global Education, Inc. * | | | 3,449 | | | | 151,239 | |
Alight, Inc. - Class A * | | | 122,007 | | | | 932,134 | |
AMN Healthcare Services, Inc. * | | | 3,294 | | | | 291,124 | |
ARC Document Solutions, Inc. | | | 446,350 | | | | 1,508,663 | |
Arlo Technologies, Inc. * | | | 148,015 | | | | 1,446,107 | |
ASGN, Inc. * | | | 2,386 | | | | 196,034 | |
Barrett Business Services, Inc. | | | 39,368 | | | | 3,766,730 | |
BGSF, Inc. | | | 165,900 | | | | 1,589,322 | |
BrightView Holdings, Inc. * | | | 6,056 | | | | 50,144 | |
Cass Information Systems, Inc. | | | 815 | | | | 31,247 | |
Chegg, Inc. * | | | 4,753 | | | | 48,528 | |
CoreCivic, Inc. * | | | 175,393 | | | | 1,887,228 | |
CorVel Corp. * | | | 432 | | | | 93,506 | |
CRA International, Inc. | | | 18,580 | | | | 2,018,345 | |
Cross Country Healthcare, Inc. * | | | 6,965 | | | | 179,418 | |
Deluxe Corp. | | | 4,893 | | | | 98,936 | |
EVERTEC, Inc. | | | 41,758 | | | | 1,652,364 | |
Flywire Corp. * | | | 45,806 | | | | 1,583,971 | |
Forrester Research, Inc. * | | | 758 | | | | 23,218 | |
FTI Consulting, Inc. * | | | 4,370 | | | | 812,033 | |
Green Dot Corp. - Class A * | | | 2,231 | | | | 33,108 | |
Heidrick & Struggles International, Inc. | | | 2,031 | | | | 53,801 | |
Herc Holdings, Inc. | | | 3,660 | | | | 476,312 | |
Huron Consulting Group, Inc. * | | | 12,853 | | | | 1,284,657 | |
Insperity, Inc. | | | 2,292 | | | | 232,248 | |
Kelly Services, Inc. - Class A | | | 46,617 | | | | 861,948 | |
Lincoln Educational Services Corp. * | | | 161,840 | | | | 1,380,495 | |
LiveRamp Holdings, Inc. * | | | 24,327 | | | | 786,735 | |
MarketAxess Holdings, Inc. | | | 1,203 | | | | 289,839 | |
Matthews International Corp. - Class A | | | 5,499 | | | | 231,948 | |
Medifast, Inc. | | | 1,970 | | | | 166,150 | |
Paysafe Ltd. * | | | 7,888 | | | | 103,333 | |
Perdoceo Education Corp. | | | 10,039 | | | | 166,346 | |
Performant Financial Corp. * | | | 94,404 | | | | 221,849 | |
| | Number of Shares | | | Value | |
Commercial Services — (Continued) | | | | |
Progyny, Inc. * | | | 8,650 | | | $ | 322,991 | |
Remitly Global, Inc. * | | | 55,874 | | | | 1,405,231 | |
Resources Connection, Inc. | | | 5,457 | | | | 84,638 | |
Sabre Corp. * | | | 13,513 | | | | 67,565 | |
Shift4 Payments, Inc. - Class A * | | | 5,386 | | | | 305,871 | |
SP Plus Corp. * | | | 49,539 | | | | 1,940,443 | |
Strategic Education, Inc. | | | 1,789 | | | | 138,648 | |
Stride, Inc. * | | | 11,950 | | | | 507,756 | |
The Brink’s Co. | | | 4,054 | | | | 307,334 | |
Universal Technical Institute, Inc. * | | | 200,430 | | | | 1,597,427 | |
Upbound Group, Inc. | | | 3,409 | | | | 104,384 | |
Viad Corp. * | | | 38,643 | | | | 1,097,075 | |
WillScot Mobile Mini Holdings Corp. - Class A * | | | 18,983 | | | | 778,683 | |
WW International, Inc. * | | | 124,604 | | | | 1,209,905 | |
| | | | | | | 35,739,792 | |
Computers — 1.3% | | | | | | | | |
3D Systems Corp. * | | | 9,382 | | | | 59,200 | |
CACI International, Inc. - Class A * | | | 1,145 | | | | 375,571 | |
Cantaloupe, Inc. * | | | 9,881 | | | | 78,257 | |
DXC Technology Co. * | | | 26,040 | | | | 540,070 | |
ExlService Holdings, Inc. * | | | 15,420 | | | | 450,727 | |
Globant SA * | | | 1,591 | | | | 325,312 | |
Insight Enterprises, Inc. * | | | 2,176 | | | | 348,356 | |
Maximus, Inc. | | | 12,879 | | | | 1,040,881 | |
NCR Corp. * | | | 47,459 | | | | 1,459,839 | |
NetScout Systems, Inc. * | | | 6,070 | | | | 173,784 | |
One Stop Systems, Inc. * | | | 185,588 | | | | 369,320 | |
OneSpan, Inc. * | | | 4,506 | | | | 55,198 | |
Quantum Corp. * | | | 447,440 | | | | 277,413 | |
Science Applications International Corp. | | | 1,681 | | | | 197,786 | |
Thoughtworks Holding, Inc. * | | | 9,449 | | | | 46,962 | |
TTEC Holdings, Inc. | | | 3,501 | | | | 104,190 | |
WNS Holdings Ltd. - ADR * | | | 8,461 | | | | 552,926 | |
| | | | | | | 6,455,792 | |
Cosmetics/Personal Care — 1.2% | | | | | | | | |
elf Beauty, Inc. * | | | 32,953 | | | | 4,570,911 | |
Inter Parfums, Inc. | | | 7,533 | | | | 1,052,586 | |
The Beauty Health Co. * | | | 7,589 | | | | 46,748 | |
| | | | | | | 5,670,245 | |
Distribution/Wholesale — 0.8% | | | | | | | | |
Core & Main, Inc. - Class A * | | | 13,377 | | | | 439,301 | |
G-III Apparel Group Ltd. * | | | 19,012 | | | | 377,388 | |
Hudson Technologies, Inc. * | | | 41,671 | | | | 502,552 | |
Manitex International, Inc. * | | | 311,230 | | | | 1,440,995 | |
MRC Global, Inc. * | | | 7,000 | | | | 65,240 | |
Pool Corp. | | | 2,106 | | | | 769,954 | |
SiteOne Landscape Supply, Inc. * | | | 2,407 | | | | 412,054 | |
The accompanying notes are an integral part of the financial statements.
7
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Distribution/Wholesale — (Continued) | | | | |
WESCO International, Inc. | | | 371 | | | $ | 60,046 | |
| | | | | | | 4,067,530 | |
Diversified Financial Services — 1.5% | | | | |
Encore Capital Group, Inc. * | | | 3,458 | | | | 162,042 | |
Enova International, Inc. * | | | 3,612 | | | | 182,225 | |
Evercore, Inc. - Class A | | | 6,353 | | | | 889,738 | |
FTAI Aviation Ltd. | | | 46,641 | | | | 1,723,851 | |
Houlihan Lokey, Inc. | | | 8,263 | | | | 870,424 | |
Interactive Brokers Group, Inc. - Class A | | | 3,063 | | | | 278,978 | |
Radian Group, Inc. | | | 25,687 | | | | 695,604 | |
Silvercrest Asset Management Group, Inc. - Class A | | | 90,726 | | | | 1,748,290 | |
Virtus Investment Partners, Inc. | | | 807 | | | | 167,130 | |
World Acceptance Corp. * | | | 2,155 | | | | 290,516 | |
| | | | | | | 7,008,798 | |
Electric — 0.3% | | | | | | | | |
NorthWestern Corp. | | | 25,557 | | | | 1,288,073 | |
Unitil Corp. | | | 6,637 | | | | 324,018 | |
| | | | | | | 1,612,091 | |
Electrical Components & Equipment — 0.1% | | | | |
Encore Wire Corp. | | | 1,278 | | | | 210,627 | |
Littelfuse, Inc. | | | 1,079 | | | | 288,179 | |
| | | | | | | 498,806 | |
Electronics — 3.5% | | | | | | | | |
Advanced Energy Industries, Inc. | | | 2,466 | | | | 291,161 | |
Applied Optoelectronics, Inc. * | | | 92,240 | | | | 1,270,145 | |
Atkore, Inc. * | | | 15,480 | | | | 2,383,456 | |
Badger Meter, Inc. | | | 2,217 | | | | 368,199 | |
Benchmark Electronics, Inc. | | | 8,012 | | | | 206,229 | |
Brady Corp. - Class A | | | 2,928 | | | | 147,688 | |
Camtek Ltd. * | | | 27,217 | | | | 1,641,185 | |
Coherent Corp. * | | | 3,416 | | | | 128,544 | |
Comtech Telecommunications Corp. | | | 144,150 | | | | 1,448,707 | |
CTS Corp. | | | 1,090 | | | | 48,668 | |
Enovix Corp. * | | | 88,210 | | | | 1,215,534 | |
ESCO Technologies, Inc. | | | 1,920 | | | | 205,459 | |
Evolv Technologies Holdings, Inc. * | | | 54,662 | | | | 382,087 | |
FARO Technologies, Inc. * | | | 4,038 | | | | 64,043 | |
Itron, Inc. * | | | 4,655 | | | | 318,448 | |
Ituran Location and Control Ltd. | | | 24,790 | | | | 750,641 | |
Kimball Electronics, Inc. * | | | 111,440 | | | | 3,364,374 | |
Knowles Corp. * | | | 7,352 | | | | 117,853 | |
Mesa Laboratories, Inc. | | | 426 | | | | 61,071 | |
OSI Systems, Inc. * | | | 1,136 | | | | 154,894 | |
Plexus Corp. * | | | 2,641 | | | | 268,194 | |
Sanmina Corp. * | | | 6,648 | | | | 370,294 | |
Stoneridge, Inc. * | | | 6,082 | | | | 124,985 | |
TD SYNNEX Corp. | | | 830 | | | | 84,452 | |
| | Number of Shares | | | Value | |
Electronics — (Continued) | | | | | | | | |
TTM Technologies, Inc. * | | | 8,548 | | | $ | 127,365 | |
Vontier Corp. | | | 46,036 | | | | 1,445,991 | |
| | | | | | | 16,989,667 | |
Energy-Alternate Sources — 0.6% | | | | |
Array Technologies, Inc. * | | | 25,123 | | | | 624,809 | |
Eneti, Inc. | | | 5,572 | | | | 60,401 | |
Fluence Energy, Inc. * | | | 29,706 | | | | 782,753 | |
Green Plains, Inc. * | | | 20,942 | | | | 650,040 | |
REX American Resources Corp. * | | | 2,520 | | | | 99,515 | |
Shoals Technologies Group, Inc. - Class A * | | | 31,857 | | | | 626,946 | |
SolarEdge Technologies, Inc. * | | | 1,052 | | | | 171,023 | |
| | | | | | | 3,015,487 | |
Engineering & Construction — 2.7% | | | | |
Bowman Consulting Group Ltd. * | | | 97,470 | | | | 2,878,289 | |
Comfort Systems USA, Inc. | | | 6,359 | | | | 1,173,681 | |
EMCOR Group, Inc. | | | 4,741 | | | | 1,063,169 | |
Exponent, Inc. | | | 10,992 | | | | 987,741 | |
Mistras Group, Inc. * | | | 109,200 | | | | 583,128 | |
MYR Group, Inc. * | | | 14,238 | | | | 2,022,793 | |
Primoris Services Corp. | | | 43,045 | | | | 1,522,502 | |
Sterling Infrastructure, Inc * | | | 24,338 | | | | 2,014,213 | |
TopBuild Corp. * | | | 2,707 | | | | 785,246 | |
| | | | | | | 13,030,762 | |
Entertainment — 0.4% | | | | | | | | |
Atlanta Braves Holdings, Inc. - Class A * | | | 1,183 | | | | 49,497 | |
Cinemark Holdings, Inc. * | | | 7,468 | | | | 121,579 | |
Genius Sports Ltd. * | | | 98,458 | | | | 653,761 | |
IMAX Corp. * | | | 33,302 | | | | 637,067 | |
Light & Wonder, Inc. * | | | 6,167 | | | | 472,824 | |
Monarch Casino & Resort, Inc. | | | 3,215 | | | | 216,691 | |
| | | | | | | 2,151,419 | |
Environmental Control — 0.5% | | | | | | | | |
Energy Recovery, Inc. * | | | 36,582 | | | | 994,299 | |
Montrose Environmental Group, Inc. * | | | 24,235 | | | | 931,593 | |
Tetra Tech, Inc. | | | 3,198 | | | | 503,205 | |
| | | | | | | 2,429,097 | |
Food — 1.1% | | | | | | | | |
Calavo Growers, Inc. | | | 3,696 | | | | 121,820 | |
Grocery Outlet Holding Corp. * | | | 8,703 | | | | 268,488 | |
Hostess Brands, Inc. * | | | 23,849 | | | | 679,220 | |
Ingles Markets, Inc. - Class A | | | 14,622 | | | | 1,142,417 | |
J&J Snack Foods Corp. | | | 2,130 | | | | 345,337 | |
John B Sanfilippo & Son, Inc. | | | 1,789 | | | | 179,526 | |
Krispy Kreme, Inc. | | | 20,095 | | | | 269,072 | |
SpartanNash Co. | | | 7,719 | | | | 167,965 | |
The Hain Celestial Group, Inc. * | | | 3,870 | | | | 40,983 | |
The accompanying notes are an integral part of the financial statements.
8
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Food — (Continued) | | | | | | | | |
The Real Good Food Co., Inc. * | | | 48,654 | | | $ | 191,697 | |
TreeHouse Foods, Inc. * | | | 2,674 | | | | 124,394 | |
United Natural Foods, Inc. * | | | 8,258 | | | | 166,234 | |
Weis Markets, Inc. | | | 1,995 | | | | 129,416 | |
Whole Earth Brands, Inc. * | | | 440,009 | | | | 1,676,434 | |
| | | | | | | 5,503,003 | |
Food Service — 0.2% | | | | | | | | |
Sovos Brands, Inc. * | | | 35,074 | | | | 785,658 | |
Gas — 0.2% | | | | | | | | |
Southwest Gas Holdings, Inc. | | | 16,278 | | | | 1,008,097 | |
Hand/Machine Tools — 0.5% | | | | | | | | |
Franklin Electric Co., Inc. | | | 1,896 | | | | 183,362 | |
Hurco Cos., Inc. | | | 61,880 | | | | 1,341,559 | |
MSA Safety, Inc. | | | 3,993 | | | | 729,441 | |
| | | | | | | 2,254,362 | |
Healthcare-Products — 3.9% | | | | | | | | |
Abiomed, Inc. *† | | | 1,453 | | | | — | |
Adaptive Biotechnologies Corp. * | | | 51,167 | | | | 346,401 | |
Alphatec Holdings, Inc. * | | | 146,816 | | | | 2,400,442 | |
AngioDynamics, Inc. * | | | 16,883 | | | | 135,570 | |
Artivion, Inc. * | | | 3,328 | | | | 56,310 | |
Avita Medical, Inc. * | | | 19,156 | | | | 312,243 | |
Azenta, Inc. * | | | 2,595 | | | | 146,436 | |
BioLife Solutions, Inc. * | | | 18,620 | | | | 245,970 | |
Castle Biosciences, Inc. * | | | 5,884 | | | | 117,268 | |
Cutera, Inc. * | | | 19,945 | | | | 226,974 | |
EDAP TMS SA - ADR * | | | 53,477 | | | | 430,490 | |
Embecta Corp. | | | 44,007 | | | | 806,648 | |
Establishment Labs Holdings, Inc. * | | | 10,257 | | | | 619,215 | |
Glaukos Corp. * | | | 2,161 | | | | 162,378 | |
Haemonetics Corp. * | | | 3,260 | | | | 292,520 | |
ICU Medical, Inc. * | | | 578 | | | | 83,827 | |
Inari Medical, Inc. * | | | 8,792 | | | | 585,723 | |
Inspire Medical Systems, Inc. * | | | 2,249 | | | | 510,253 | |
Integra LifeSciences Holdings Corp. * | | | 3,088 | | | | 131,364 | |
LeMaitre Vascular, Inc. | | | 10,760 | | | | 622,036 | |
Masimo Corp. * | | | 2,530 | | | | 289,128 | |
Merit Medical Systems, Inc. * | | | 3,088 | | | | 201,585 | |
Nevro Corp. * | | | 6,338 | | | | 127,014 | |
Omnicell, Inc. * | | | 2,230 | | | | 126,798 | |
OraSure Technologies, Inc. * | | | 6,829 | | | | 44,115 | |
Patterson Cos., Inc. | | | 32,899 | | | | 988,286 | |
PROCEPT BioRobotics Corp. * | | | 16,096 | | | | 549,035 | |
Pulmonx Corp. * | | | 5,099 | | | | 53,336 | |
Quanterix Corp. * | | | 4,610 | | | | 123,548 | |
Repligen Corp. * | | | 5,924 | | | | 1,030,243 | |
RxSight, Inc. * | | | 39,741 | | | | 1,152,886 | |
SI-BONE, Inc. * | | | 37,806 | | | | 865,001 | |
Silk Road Medical, Inc. * | | | 17,144 | | | | 331,222 | |
| | Number of Shares | | | Value | |
Healthcare-Products — (Continued) | | | | |
Surmodics, Inc. * | | | 2,311 | | | $ | 85,091 | |
Tactile Systems Technology, Inc. * | | | 38,610 | | | | 731,659 | |
Tandem Diabetes Care, Inc. * | | | 2,242 | | | | 61,341 | |
TransMedics Group, Inc. * | | | 29,291 | | | | 1,922,368 | |
Treace Medical Concepts, Inc. * | | | 38,133 | | | | 592,968 | |
Varex Imaging Corp. * | | | 7,739 | | | | 152,226 | |
West Pharmaceutical Services, Inc. | | | 2,836 | | | | 1,153,968 | |
| | | | | | | 18,813,886 | |
Healthcare-Services — 0.9% | | | | | | | | |
Addus HomeCare Corp. * | | | 1,574 | | | | 138,040 | |
Amedisys, Inc. * | | | 10,597 | | | | 993,469 | |
American Well Corp. - Class A * | | | 35,115 | | | | 49,863 | |
Chemed Corp. | | | 621 | | | | 317,604 | |
Community Health Systems, Inc. * | | | 14,302 | | | | 48,341 | |
HealthEquity, Inc. * | | | 1,801 | | | | 121,658 | |
National HealthCare Corp. | | | 3,006 | | | | 198,246 | |
Pediatrix Medical Group, Inc. * | | | 21,376 | | | | 302,043 | |
RadNet, Inc. * | | | 26,130 | | | | 873,003 | |
Surgery Partners, Inc. * | | | 22,671 | | | | 822,050 | |
The Ensign Group, Inc. | | | 2,982 | | | | 298,856 | |
The Pennant Group, Inc. * | | | 3,933 | | | | 47,117 | |
US Physical Therapy, Inc. | | | 2,284 | | | | 230,296 | |
| | | | | | | 4,440,586 | |
Home Builders — 1.4% | | | | | | | | |
Beazer Homes USA, Inc. * | | | 18,330 | | | | 537,252 | |
Cavco Industries, Inc. * | | | 624 | | | | 174,421 | |
Century Communities, Inc. | | | 19,979 | | | | 1,483,441 | |
Installed Building Products, Inc. | | | 18,181 | | | | 2,631,336 | |
LCI Industries | | | 2,012 | | | | 252,063 | |
LGI Homes, Inc. * | | | 2,657 | | | | 327,077 | |
M/I Homes, Inc. * | | | 5,874 | | | | 576,709 | |
MDC Holdings, Inc. | | | 4,389 | | | | 208,258 | |
Winnebago Industries, Inc. | | | 5,231 | | | | 339,230 | |
| | | | | | | 6,529,787 | |
Home Furnishings — 0.7% | | | | | | | | |
Arhaus, Inc. * | | | 84,119 | | | | 832,778 | |
Ethan Allen Interiors, Inc. | | | 3,342 | | | | 104,872 | |
Hamilton Beach Brands Holding Co. - Class A | | | 130,070 | | | | 1,525,721 | |
iRobot Corp. * | | | 747 | | | | 29,051 | |
Sleep Number Corp. * | | | 2,991 | | | | 76,510 | |
Universal Electronics, Inc. * | | | 96,700 | | | | 860,630 | |
| | | | | | | 3,429,562 | |
Household Products/Wares — 0.1% | | | | |
Central Garden & Pet Co. * | | | 1,215 | | | | 53,630 | |
Quanex Building Products Corp. | | | 1,957 | | | | 52,800 | |
WD-40 Co. | | | 1,574 | | | | 338,205 | |
| | | | | | | 444,635 | |
The accompanying notes are an integral part of the financial statements.
9
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Housewares — 0.3% | | | | | | | | |
Lifetime Brands, Inc. | | | 204,693 | | | $ | 1,287,519 | |
Insurance — 2.5% | | | | | | | | |
American Equity Investment Life Holding Co. * | | | 22,842 | | | | 1,226,159 | |
Argo Group International Holdings Ltd. | | | 2,322 | | | | 69,080 | |
Axis Capital Holdings Ltd. | | | 28,540 | | | | 1,565,704 | |
Donegal Group, Inc. - Class A | | | 2,108 | | | | 30,798 | |
Employers Holdings, Inc. | | | 3,627 | | | | 142,287 | |
Genworth Financial, Inc. - Class A * | | | 281,044 | | | | 1,627,245 | |
HCI Group, Inc. | | | 2,200 | | | | 117,216 | |
Heritage Insurance Holdings, Inc. * | | | 314,200 | | | | 1,668,402 | |
NMI Holdings, Inc. - Class A * | | | 39,935 | | | | 1,142,940 | |
RLI Corp. | | | 1,478 | | | | 194,387 | |
Safety Insurance Group, Inc. | | | 1,668 | | | | 114,875 | |
Selective Insurance Group, Inc. | | | 3,866 | | | | 383,546 | |
Skyward Specialty Insurance Group, Inc. * | | | 20,636 | | | | 501,867 | |
Stewart Information Services Corp. | | | 2,200 | | | | 101,904 | |
Trupanion, Inc. * | | | 4,150 | | | | 123,379 | |
White Mountains Insurance Group Ltd. | | | 1,918 | | | | 3,047,107 | |
| | | | | | | 12,056,896 | |
Internet — 2.1% | | | | | | | | |
Cogent Communications Holdings, Inc. | | | 1,297 | | | | 91,542 | |
Couchbase, Inc. * | | | 17,560 | | | | 300,276 | |
ePlus, Inc. * | | | 28,833 | | | | 1,913,935 | |
Eventbrite, Inc. - Class A * | | | 77,791 | | | | 788,023 | |
Gambling.com Group Ltd. * | | | 46,822 | | | | 663,936 | |
HealthStream, Inc. | | | 4,636 | | | | 97,495 | |
Magnite, Inc. * | | | 53,178 | | | | 438,718 | |
Overstock.com, Inc. * | | | 8,923 | | | | 232,980 | |
Perion Network Ltd. * | | | 41,003 | | | | 1,360,890 | |
QuinStreet, Inc. * | | | 5,337 | | | | 52,836 | |
Roku, Inc. * | | | 7,040 | | | | 571,648 | |
Sprinklr, Inc. - Class A * | | | 46,600 | | | | 705,058 | |
TechTarget, Inc. * | | | 1,635 | | | | 47,006 | |
TripAdvisor, Inc. * | | | 62,975 | | | | 951,552 | |
Upwork, Inc. * | | | 49,226 | | | | 729,037 | |
Yelp, Inc. * | | | 24,179 | | | | 1,036,070 | |
| | | | | | | 9,981,002 | |
Investment Companies — 0.3% | | | | | | | | |
Cannae Holdings, Inc. * | | | 74,291 | | | | 1,458,332 | |
Iron/Steel — 0.6% | | | | | | | | |
ATI, Inc. * | | | 52,244 | | | | 2,368,221 | |
Carpenter Technology Corp. | | | 11,908 | | | | 745,798 | |
| | | | | | | 3,114,019 | |
| | Number of Shares | | | Value | |
Leisure Time — 1.0% | | | | | | | | |
Lindblad Expeditions Holdings, Inc. * | | | 64,496 | | | $ | 583,689 | |
OneSpaWorld Holdings Ltd. * | | | 193,174 | | | | 2,209,911 | |
Topgolf Callaway Brands Corp. * | | | 4,678 | | | | 81,584 | |
Vista Outdoor, Inc. * | | | 14,337 | | | | 419,357 | |
Xponential Fitness, Inc. - Class A * | | | 68,431 | | | | 1,482,216 | |
| | | | | | | 4,776,757 | |
Lodging — 0.1% | | | | | | | | |
Boyd Gaming Corp. | | | 4,776 | | | | 319,371 | |
Machinery-Construction & Mining — 0.5% | | | | |
Argan, Inc. | | | 23,593 | | | | 1,002,231 | |
Astec Industries, Inc. | | | 3,361 | | | | 184,250 | |
Bloom Energy Corp. - Class A * | | | 19,552 | | | | 293,084 | |
BWX Technologies, Inc. | | | 15,876 | | | | 1,171,014 | |
| | | | | | | 2,650,579 | |
Machinery-Diversified — 1.3% | | | | | | | | |
Albany International Corp. - Class A | | | 1,126 | | | | 104,403 | |
Applied Industrial Technologies, Inc. | | | 6,142 | | | | 948,141 | |
Chart Industries, Inc. * | | | 3,219 | | | | 581,287 | |
Flowserve Corp. | | | 17,811 | | | | 704,781 | |
Lindsay Corp. | | | 4,205 | | | | 521,840 | |
Tennant Co. | | | 2,414 | | | | 198,986 | |
The Toro Co. | | | 5,348 | | | | 547,207 | |
Twin Disc, Inc. * | | | 185,495 | | | | 2,680,403 | |
| | | | | | | 6,287,048 | |
Media — 0.6% | | | | | | | | |
AMC Networks, Inc. - Class A * | | | 16,970 | | | | 197,531 | |
Cable One, Inc. | | | 1,593 | | | | 1,036,358 | |
DISH Network Corp. - Class A * | | | 35,489 | | | | 212,934 | |
Gray Television, Inc. | | | 20,426 | | | | 164,633 | |
iHeartMedia, Inc. - Class A * | | | 8,916 | | | | 32,187 | |
Liberty Latin America Ltd. - Class C * | | | 44,088 | | | | 395,028 | |
Scholastic Corp. | | | 3,196 | | | | 138,866 | |
Sinclair, Inc. | | | 11,299 | | | | 142,593 | |
The EW Scripps Co. - Class A * | | | 7,317 | | | | 55,902 | |
WideOpenWest, Inc. * | | | 39,886 | | | | 323,077 | |
| | | | | | | 2,699,109 | |
Metal Fabricate/Hardware — 1.3% | | | | |
Advanced Drainage Systems, Inc. | | | 2,605 | | | | 333,857 | |
AZZ, Inc. | | | 1,964 | | | | 96,432 | |
Mueller Industries, Inc. | | | 5,975 | | | | 461,031 | |
NN, Inc. * | | | 179,350 | | | | 380,222 | |
Northwest Pipe Co. * | | | 86,990 | | | | 2,878,499 | |
Proto Labs, Inc. * | | | 2,865 | | | | 84,517 | |
Standex International Corp. | | | 1,485 | | | | 228,141 | |
Strattec Security Corp. * | | | 66,980 | | | | 1,574,030 | |
| | | | | | | 6,036,729 | |
The accompanying notes are an integral part of the financial statements.
10
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Mining — 0.3% | | | | | | | | |
Century Aluminum Co. * | | | 18,637 | | | $ | 138,659 | |
Kaiser Aluminum Corp. | | | 1,215 | | | | 92,243 | |
Uranium Energy Corp. * | | | 248,506 | | | | 1,073,546 | |
| | | | | | | 1,304,448 | |
Miscellaneous Manufacturing — 1.3% | | | | |
Axon Enterprise, Inc. * | | | 5,340 | | | | 1,136,939 | |
EnPro Industries, Inc. | | | 4,961 | | | | 676,631 | |
Fabrinet * | | | 7,444 | | | | 1,196,772 | |
Federal Signal Corp. | | | 28,443 | | | | 1,733,601 | |
John Bean Technologies Corp. | | | 2,493 | | | | 274,006 | |
Materion Corp. | | | 2,877 | | | | 312,989 | |
Myers Industries, Inc. | | | 2,441 | | | | 45,915 | |
Park Aerospace Corp. | | | 58,133 | | | | 792,353 | |
Sturm Ruger & Co., Inc. | | | 968 | | | | 49,929 | |
| | | | | | | 6,219,135 | |
Office Furnishings — 0.0% | | | | | | | | |
Interface, Inc. | | | 11,644 | | | | 120,283 | |
Office/Business Equipment — 0.0% | | | | |
Pitney Bowes, Inc. | | | 13,705 | | | | 45,089 | |
Xerox Holdings Corp. | | | 5,649 | | | | 89,763 | |
| | | | | | | 134,852 | |
Oil & Gas — 2.2% | | | | | | | | |
Chevron Corp. | | | 10,039 | | | | 1,617,283 | |
Diamond Offshore Drilling, Inc. * | | | 66,470 | | | | 988,409 | |
Evolution Petroleum Corp. | | | 60,009 | | | | 507,676 | |
Helmerich & Payne, Inc. | | | 4,567 | | | | 182,634 | |
Patterson-UTI Energy, Inc. | | | 112,890 | | | | 1,596,265 | |
PBF Energy, Inc. - Class A | | | 5,245 | | | | 245,938 | |
Permian Resources Corp. | | | 128,986 | | | | 1,829,021 | |
Range Resources Corp. | | | 29,237 | | | | 946,694 | |
SM Energy Co. | | | 36,792 | | | | 1,556,670 | |
Southwestern Energy Co. * | | | 112,602 | | | | 763,442 | |
Talos Energy, Inc. * | | | 23,929 | | | | 412,057 | |
| | | | | | | 10,646,089 | |
Oil & Gas Services — 2.2% | | | | | | | | |
DMC Global, Inc. * | | | 64,520 | | | | 1,549,771 | |
Helix Energy Solutions Group, Inc. * | | | 41,891 | | | | 424,775 | |
Natural Gas Services Group, Inc. * | | | 200,570 | | | | 2,178,190 | |
NOW, Inc. * | | | 52,743 | | | | 589,139 | |
Oceaneering International, Inc. * | | | 91,413 | | | | 2,083,302 | |
Profire Energy, Inc. * | | | 570,090 | | | | 1,527,841 | |
TechnipFMC PLC | | | 49,294 | | | | 938,558 | |
Tidewater, Inc. * | | | 18,108 | | | | 1,177,563 | |
| | | | | | | 10,469,139 | |
Packaging & Containers — 0.2% | | | | |
Clearwater Paper Corp. * | | | 2,737 | | | | 104,800 | |
O-I Glass, Inc. * | | | 6,528 | | | | 129,646 | |
| | Number of Shares | | | Value | |
Packaging & Containers — (Continued) | | | | |
TriMas Corp. | | | 35,375 | | | $ | 926,825 | |
| | | | | | | 1,161,271 | |
Pharmaceuticals — 2.4% | | | | | | | | |
ACELYRIN, Inc. * | | | 47,896 | | | | 1,213,206 | |
AdaptHealth Corp. * | | | 3,924 | | | | 46,813 | |
Amphastar Pharmaceuticals, Inc. * | | | 6,771 | | | | 360,962 | |
Arvinas, Inc. * | | | 2,030 | | | | 57,266 | |
Collegium Pharmaceutical, Inc. * | | | 2,619 | | | | 61,337 | |
Corcept Therapeutics, Inc. * | | | 3,332 | | | | 109,056 | |
Harrow Health, Inc. * | | | 38,548 | | | | 584,773 | |
Ironwood Pharmaceuticals, Inc. - Class A * | | | 29,813 | | | | 262,354 | |
KalVista Pharmaceuticals Inc. * | | | 39,035 | | | | 423,530 | |
Merus NV * | | | 46,256 | | | | 1,034,747 | |
Morphic Holding, Inc. * | | | 22,058 | | | | 1,214,955 | |
Nature’s Sunshine Products, Inc. * | | | 73,010 | | | | 1,227,298 | |
Option Care Health, Inc. * | | | 19,347 | | | | 673,856 | |
Owens & Minor, Inc. * | | | 3,772 | | | | 63,747 | |
PetIQ, Inc. * | | | 22,704 | | | | 433,192 | |
PMV Pharmaceuticals, Inc. * | | | 6,208 | | | | 44,822 | |
Premier, Inc. - Class A | | | 13,424 | | | | 289,019 | |
Prestige Consumer Healthcare, Inc. * | | | 3,474 | | | | 202,639 | |
Rhythm Pharmaceuticals, Inc. * | | | 16,807 | | | | 437,150 | |
USANA Health Sciences, Inc. * | | | 4,924 | | | | 316,564 | |
Vaxcyte, Inc. * | | | 45,926 | | | | 2,384,478 | |
| | | | | | | 11,441,764 | |
Real Estate — 0.7% | | | | | | | | |
Anywhere Real Estate, Inc. * | | | 8,654 | | | | 56,770 | |
McGrath RentCorp | | | 28,383 | | | | 2,869,521 | |
Newmark Group, Inc. - Class A | | | 36,036 | | | | 255,495 | |
RE/MAX Holdings, Inc. - Class A | | | 6,802 | | | | 110,193 | |
| | | | | | | 3,291,979 | |
REITS — 2.3% | | | | | | | | |
Agree Realty Corp. | | | 1,641 | | | | 101,447 | |
Alexander & Baldwin, Inc. | | | 8,102 | | | | 145,917 | |
Alexander’s, Inc. | | | 283 | | | | 54,265 | |
Alpine Income Property Trust, Inc. | | | 106,224 | | | | 1,847,235 | |
Apollo Commercial Real Estate Finance, Inc. | | | 44,054 | | | | 481,070 | |
CareTrust REIT, Inc. | | | 7,113 | | | | 143,327 | |
Chatham Lodging Trust | | | 17,141 | | | | 167,639 | |
Community Healthcare Trust, Inc. | | | 2,769 | | | | 91,903 | |
CTO Realty Growth, Inc. | | | 8,096 | | | | 142,652 | |
DiamondRock Hospitality Co. | | | 13,130 | | | | 105,828 | |
EastGroup Properties, Inc. | | | 2,590 | | | | 465,242 | |
Four Corners Property Trust, Inc. | | | 2,959 | | | | 74,448 | |
Getty Realty Corp. | | | 5,173 | | | | 155,293 | |
Gladstone Commercial Corp. | | | 5,797 | | | | 76,231 | |
The accompanying notes are an integral part of the financial statements.
11
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
REITS — (Continued) |
Global Medical REIT, Inc. | | | 184,131 | | | $ | 1,782,388 | |
Great Ajax Corp. | | | 13,680 | | | | 92,340 | |
Invesco Mortgage Capital, Inc. | | | 7,714 | | | | 86,782 | |
Kite Realty Group Trust | | | 7,450 | | | | 168,147 | |
LTC Properties, Inc. | | | 992 | | | | 32,597 | |
LXP Industrial Trust | | | 12,112 | | | | 118,940 | |
New York Mortgage Trust, Inc. | | | 45,897 | | | | 436,939 | |
NexPoint Residential Trust, Inc. | | | 3,538 | | | | 132,852 | |
Office Properties Income Trust | | | 60,668 | | | | 448,943 | |
Orion Office REIT, Inc. | | | 11,353 | | | | 66,188 | |
Outfront Media, Inc. | | | 10,018 | | | | 113,704 | |
PennyMac Mortgage Investment Trust | | | 24,404 | | | | 327,258 | |
Piedmont Office Realty Trust, Inc. - Class A | | | 53,741 | | | | 369,201 | |
PotlatchDeltic Corp. | | | 1,462 | | | | 69,094 | |
Ready Capital Corp. | | | 11,162 | | | | 121,889 | |
Redwood Trust, Inc. | | | 77,920 | | | | 624,139 | |
Regency Centers Corp. | | | 2,758 | | | | 171,548 | |
Retail Opportunity Investments Corp. | | | 28,261 | | | | 380,393 | |
Saul Centers, Inc. | | | 3,903 | | | | 146,597 | |
Tanger Factory Outlet Centers, Inc. | | | 33,410 | | | | 776,782 | |
The Necessity Retail REIT, Inc. | | | 9,297 | | | | 69,727 | |
Uniti Group, Inc. | | | 19,358 | | | | 103,952 | |
Universal Health Realty Income Trust | | | 2,538 | | | | 118,347 | |
Veris Residential, Inc. * | | | 4,496 | | | | 83,671 | |
Whitestone REIT | | | 14,111 | | | | 141,110 | |
| | | | | | | 11,036,025 | |
Retail — 6.8% | | | | | | | | |
Abercrombie & Fitch Co. - Class A * | | | 24,001 | | | | 1,290,054 | |
Advance Auto Parts, Inc. | | | 8,394 | | | | 577,675 | |
Asbury Automotive Group, Inc. * | | | 5,331 | | | | 1,226,130 | |
BJ’s Restaurants, Inc. * | | | 7,047 | | | | 207,252 | |
BJ’s Wholesale Club Holdings, Inc. * | | | 38,316 | | | | 2,582,115 | |
Bloomin’ Brands, Inc. | | | 20,453 | | | | 573,911 | |
Boot Barn Holdings, Inc. * | | | 5,509 | | | | 505,451 | |
Build-A-Bear Workshop, Inc. | | | 136,180 | | | | 3,591,067 | |
Casey’s General Stores, Inc. | | | 1,888 | | | | 461,446 | |
Chuy’s Holdings, Inc. * | | | 3,285 | | | | 125,158 | |
Dave & Buster’s Entertainment, Inc. * | | | 17,306 | | | | 679,607 | |
Designer Brands, Inc. - Class A | | | 5,265 | | | | 55,335 | |
Destination XL Group, Inc. * | | | 493,740 | | | | 2,251,454 | |
Dine Brands Global, Inc. | | | 1,134 | | | | 62,121 | |
First Watch Restaurant Group, Inc. * | | | 42,826 | | | | 818,833 | |
FirstCash Holdings, Inc. | | | 2,930 | | | | 261,708 | |
| | Number of Shares | | | Value | |
Retail — (Continued) | | | | | | | | |
Five Below, Inc. * | | | 6,624 | | | $ | 1,139,063 | |
Floor & Decor Holdings, Inc. - Class A * | | | 4,766 | | | | 475,170 | |
Foot Locker, Inc. | | | 2,828 | | | | 55,485 | |
Freshpet, Inc. * | | | 8,643 | | | | 652,633 | |
Genesco, Inc. * | | | 3,278 | | | | 112,370 | |
GMS, Inc. * | | | 16,785 | | | | 1,163,872 | |
Group 1 Automotive, Inc. | | | 2,270 | | | | 600,233 | |
Guess?, Inc. | | | 12,246 | | | | 294,639 | |
Hibbett Sports, Inc. | | | 1,413 | | | | 65,436 | |
Kura Sushi USA, Inc. - Class A * | | | 19,943 | | | | 1,742,420 | |
Leslie’s, Inc. * | | | 92,252 | | | | 577,497 | |
Lithia Motors, Inc. | | | 382 | | | | 117,664 | |
MSC Industrial Direct Co., Inc. - Class A | | | 8,736 | | | | 891,596 | |
Murphy USA, Inc. | | | 5,145 | | | | 1,634,258 | |
Nu Skin Enterprises, Inc. - Class A | | | 2,464 | | | | 58,865 | |
Ollie’s Bargain Outlet Holdings, Inc. * | | | 9,458 | | | | 729,023 | |
Papa John’s International, Inc. | | | 8,292 | | | | 627,704 | |
PriceSmart Inc | | | 1,079 | | | | 85,759 | |
Red Robin Gourmet Burgers, Inc. * | | | 139,480 | | | | 1,446,408 | |
RH * | | | 2,399 | | | | 876,091 | |
Shoe Carnival, Inc. | | | 6,304 | | | | 145,811 | |
Signet Jewelers Ltd. | | | 5,100 | | | | 382,500 | |
Texas Roadhouse, Inc. | | | 8,864 | | | | 922,742 | |
The Buckle, Inc. | | | 2,951 | | | | 107,830 | |
The ODP Corp. * | | | 1,590 | | | | 78,419 | |
Tilly’s, Inc. - Class A * | | | 204,870 | | | | 1,841,781 | |
Wingstop, Inc. | | | 3,328 | | | | 534,610 | |
Zumiez, Inc. * | | | 3,290 | | | | 62,477 | |
| | | | | | | 32,691,673 | |
Savings & Loans — 1.2% | | | | | | | | |
Axos Financial, Inc. * | | | 3,461 | | | | 149,134 | |
Banc of California, Inc. | | | 5,748 | | | | 72,022 | |
Berkshire Hills Bancorp, Inc. | | | 17,583 | | | | 367,485 | |
Brookline Bancorp, Inc. | | | 4,100 | | | | 39,237 | |
Eagle Bancorp Montana, Inc. | | | 63,570 | | | | 803,525 | |
Flushing Financial Corp. | | | 4,361 | | | | 61,577 | |
FS Bancorp, Inc. | | | 81,184 | | | | 2,407,106 | |
New York Community Bancorp, Inc. | | | 8,845 | | | | 108,617 | |
Northfield Bancorp, Inc. | | | 4,651 | | | | 49,022 | |
Northwest Bancshares, Inc. | | | 5,826 | | | | 64,086 | |
Pacific Premier Bancorp, Inc. | | | 8,033 | | | | 184,920 | |
Provident Financial Services, Inc. | | | 10,750 | | | | 177,160 | |
Riverview Bancorp, Inc. | | | 242,220 | | | | 1,433,942 | |
| | | | | | | 5,917,833 | |
Semiconductors — 4.1% | | | | | | | | |
ACM Research, Inc. - Class A * | | | 62,880 | | | | 1,104,173 | |
The accompanying notes are an integral part of the financial statements.
12
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Semiconductors — (Continued) |
Aehr Test Systems * | | | 69,377 | | | $ | 3,538,921 | |
Amtech Systems, Inc. * | | | 251,750 | | | | 2,160,015 | |
Axcelis Technologies, Inc. * | | | 13,846 | | | | 2,660,509 | |
AXT, Inc. * | | | 1,250 | | | | 3,250 | |
Cirrus Logic, Inc. * | | | 3,525 | | | | 289,191 | |
FormFactor, Inc. * | | | 7,775 | | | | 274,613 | |
inTEST Corp. * | | | 72,730 | | | | 1,274,229 | |
Kulicke & Soffa Industries, Inc. | | | 6,419 | | | | 332,055 | |
Lattice Semiconductor Corp. * | | | 8,903 | | | | 865,906 | |
MKS Instruments, Inc. | | | 1,371 | | | | 137,415 | |
Monolithic Power Systems, Inc. | | | 1,952 | | | | 1,017,402 | |
Onto Innovation, Inc. * | | | 6,554 | | | | 910,875 | |
Photronics, Inc. * | | | 53,465 | | | | 1,270,328 | |
Power Integrations, Inc. | | | 13,577 | | | | 1,140,739 | |
Semtech Corp. * | | | 5,218 | | | | 136,451 | |
Silicon Laboratories, Inc. * | | | 2,886 | | | | 389,206 | |
SiTime Corp. * | | | 3,656 | | | | 485,115 | |
SkyWater Technology, Inc. * | | | 53,513 | | | | 358,537 | |
SMART Global Holdings, Inc. * | | | 46,669 | | | | 1,205,460 | |
Veeco Instruments, Inc. * | | | 3,472 | | | | 101,348 | |
| | | | | | | 19,655,738 | |
Software — 4.4% | | | | | | | | |
ACI Worldwide, Inc. * | | | 49,949 | | | | 1,212,762 | |
ACV Auctions, Inc. - Class A * | | | 61,171 | | | | 1,028,284 | |
Agilysys, Inc. * | | | 20,992 | | | | 1,480,881 | |
Alignment Healthcare, Inc. * | | | 8,930 | | | | 52,151 | |
Apollo Medical Holdings, Inc. * | | | 1,446 | | | | 54,745 | |
Appfolio, Inc. - Class A * | | | 3,395 | | | | 654,454 | |
Asure Software, Inc. * | | | 156,530 | | | | 1,962,886 | |
Bandwidth, Inc. - Class A * | | | 3,488 | | | | 50,123 | |
Blackbaud, Inc. * | | | 799 | | | | 60,812 | |
BlackLine, Inc. * | | | 11,327 | | | | 680,300 | |
Cerence, Inc. * | | | 2,519 | | | | 65,746 | |
Computer Programs and Systems, Inc. * | | | 37,144 | | | | 604,333 | |
Concentrix Corp. | | | 830 | | | | 66,259 | |
Confluent, Inc. - Class A * | | | 15,363 | | | | 508,362 | |
CSG Systems International, Inc. | | | 2,981 | | | | 161,898 | |
Digi International, Inc. * | | | 39,987 | | | | 1,334,766 | |
DoubleVerify Holdings, Inc. * | | | 15,553 | | | | 525,847 | |
Doximity, Inc. - Class A * | | | 9,358 | | | | 223,095 | |
Duolingo, Inc. * | | | 2,378 | | | | 349,946 | |
Fastly, Inc. - Class A * | | | 89,831 | | | | 2,137,079 | |
Five9, Inc. * | | | 5,522 | | | | 399,627 | |
Gitlab, Inc. - Class A* | | | 18,041 | | | | 854,602 | |
Global-e Online Ltd. * | | | 15,673 | | | | 621,121 | |
Health Catalyst, Inc. * | | | 4,416 | | | | 51,623 | |
JFrog Ltd. * | | | 21,305 | | | | 611,240 | |
LivePerson, Inc. * | | | 11,834 | | | | 49,703 | |
PDF Solutions, Inc. * | | | 15,333 | | | | 557,201 | |
Phreesia, Inc. * | | | 19,604 | | | | 558,126 | |
| | Number of Shares | | | Value | |
Software — (Continued) | | | | | | | | |
Privia Health Group, Inc. * | | | 28,057 | | | $ | 736,496 | |
Procore Technologies, Inc. * | | | 7,703 | | | | 520,338 | |
Progress Software Corp. | | | 5,306 | | | | 322,817 | |
Rackspace Technology, Inc. * | | | 19,364 | | | | 48,410 | |
Simulations Plus, Inc. | | | 1,175 | | | | 52,276 | |
Smartsheet, Inc. - Class A * | | | 13,316 | | | | 555,677 | |
SPS Commerce, Inc. * | | | 800 | | | | 148,904 | |
Take-Two Interactive Software, Inc. * | | | 3,504 | | | | 498,269 | |
Verra Mobility Corp. * | | | 21,157 | | | | 376,383 | |
Vertex, Inc. - Class A * | | | 32,461 | | | | 726,802 | |
Yext, Inc. * | | | 63,385 | | | | 555,253 | |
| | | | | | | 21,459,597 | |
Telecommunications — 0.8% | | | | | | | | |
Aviat Networks, Inc. * | | | 6,616 | | | | 233,148 | |
Calix, Inc. * | | | 18,389 | | | | 855,273 | |
CommScope Holding Co., Inc. * | | | 13,444 | | | | 44,903 | |
Credo Technology Group Holding Ltd. * | | | 35,291 | | | | 580,890 | |
Extreme Networks, Inc. * | | | 27,445 | | | | 753,365 | |
IDT Corp. - Class B * | | | 3,111 | | | | 72,735 | |
InterDigital, Inc. | | | 869 | | | | 75,351 | |
Iridium Communications, Inc. | | | 9,628 | | | | 471,291 | |
Lumen Technologies, Inc. | | | 83,765 | | | | 133,186 | |
Telephone and Data Systems, Inc. | | | 10,347 | | | | 222,357 | |
United States Cellular Corp. * | | | 8,331 | | | | 382,143 | |
Viavi Solutions, Inc. * | | | 23,640 | | | | 247,038 | |
| | | | | | | 4,071,680 | |
Textiles — 0.5% | | | | | | | | |
UniFirst Corp. | | | 12,397 | | | | 2,183,484 | |
Toys/Games/Hobbies — 0.1% | | | | | | | | |
Funko, Inc. - Class A * | | | 7,565 | | | | 52,728 | |
JAKKS Pacific, Inc. * | | | 24,460 | | | | 481,373 | |
| | | | | | | 534,101 | |
Transportation — 1.5% | | | | | | | | |
Air Transport Services Group, Inc. * | | | 105,895 | | | | 2,283,096 | |
ArcBest Corp. | | | 7,779 | | | | 821,385 | |
CryoPort, Inc. * | | | 3,431 | | | | 48,377 | |
Forward Air Corp. | | | 6,038 | | | | 427,611 | |
Knight-Swift Transportation Holdings, Inc. - Class A | | | 1,873 | | | | 102,678 | |
Marten Transport Ltd. | | | 7,327 | | | | 153,867 | |
PAM Transportation Services, Inc. * | | | 41,286 | | | | 952,055 | |
Saia, Inc. * | | | 4,008 | | | | 1,708,210 | |
Scorpio Tankers, Inc. | | | 4,242 | | | | 214,263 | |
World Kinect Corp. | | | 20,029 | | | | 438,635 | |
| | | | | | | 7,150,177 | |
The accompanying notes are an integral part of the financial statements.
13
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Concluded)
August 31, 2023
| | Number of Shares | | | Value | |
Water — 0.1% | | | | | | | | |
American States Water Co. | | | 1,758 | | | $ | 148,041 | |
California Water Service Group | | | 1,969 | | | | 98,942 | |
The York Water Co. | | | 1,229 | | | | 50,070 | |
| | | | | | | 297,053 | |
TOTAL COMMON STOCKS | | | | | | | | |
(COST $323,023,602) | | | | | | | 448,298,749 | |
| | | | | | | | |
| * | Non-income producing security. |
| † | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $0 or 0.0% of net assets. |
| (a) | The rate shown is as of August 31, 2023. |
| 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, 2023
ASSETS | | | | |
Investments, at value (cost $323,023,602) | | $ | 448,298,749 | |
Short-term investments, at value (cost $34,332,416) | | | 34,332,416 | |
Receivables for: | | | | |
Investments sold | | | 326,889 | |
Dividends | | | 354,814 | |
Capital shares sold | | | 103,533 | |
Prepaid expenses and other assets | | | 36,885 | |
Total assets | | | 483,453,286 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 626,940 | |
Sub-advisory fees | | | 264,854 | |
Other accrued expenses and liabilities | | | 121,392 | |
Total liabilities | | | 1,013,186 | |
Net assets | | $ | 482,440,100 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 31,625 | |
Paid-in capital | | | 364,712,187 | |
Total distributable earnings/(loss) | | | 117,696,288 | |
Net assets | | $ | 482,440,100 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | | 482,440,100 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 31,624,551 | |
Net asset value, offering and redemption price per share | | $ | 15.26 | |
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, 2023
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $6,425) | | $ | 5,947,396 | |
Total investment income | | | 5,947,396 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 3,097,525 | |
Administration and accounting services fees (Note 2) | | | 159,281 | |
Officer fees | | | 51,733 | |
Legal fees | | | 47,607 | |
Transfer agent fees (Note 2) | | | 46,163 | |
Director fees | | | 43,735 | |
Custodian fees (Note 2) | | | 41,345 | |
Registration and filing fees | | | 39,392 | |
Audit fees and tax services | | | 33,919 | |
Printing and shareholder reporting fees | | | 5,416 | |
Other expenses | | | 108,991 | |
Total expenses | | | 3,675,107 | |
Net investment income/(loss) | | | 2,272,289 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | (1,023,542 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 27,357,651 | |
Net realized and unrealized gain/(loss) on investments | | | 26,334,109 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 28,606,398 | |
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, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 2,272,289 | | | $ | 462,143 | |
Net realized gain/(loss) from investments | | | (1,023,542 | ) | | | 7,961,046 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 27,357,651 | | | | (94,979,643 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 28,606,398 | | | | (86,556,454 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (1,462,252 | ) | | | (105,103,713 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,462,252 | ) | | | (105,103,713 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 48,697,828 | | | | 47,018,138 | |
Reinvestment of distributions | | | 1,335,449 | | | | 86,226,516 | |
Shares redeemed | | | (36,215,013 | ) | | | (36,283,870 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 13,818,264 | | | | 96,960,784 | |
Total increase/(decrease) in net assets | | | 40,962,410 | | | | (94,699,383 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 441,477,690 | | | | 536,177,073 | |
End of period | | $ | 482,440,100 | | | $ | 441,477,690 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 3,378,762 | | | | 2,989,240 | |
Shares reinvested | | | 93,193 | | | | 4,890,897 | |
Shares redeemed | | | (2,526,832 | ) | | | (2,172,006 | ) |
Net increase/(decrease) in shares | | | 945,123 | | | | 5,708,131 | |
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 14.39 | | | $ | 21.47 | | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | |
Net investment income/(loss)(1) | | | 0.07 | | | | 0.02 | | | | (0.03 | ) | | | (0.01 | ) | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | 0.85 | | | | (2.88 | ) | | | 7.99 | | | | 1.33 | | | | (1.99 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.92 | | | | (2.86 | ) | | | 7.96 | | | | 1.32 | | | | (2.00 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.05 | ) | | | — | | | | — | | | | — | | | | — | |
Net realized capital gains | | | — | | | | (4.22 | ) | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) |
Total dividends and distributions to shareholders | | | (0.05 | ) | | | (4.22 | ) | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) |
Net asset value, end of period | | $ | 15.26 | | | $ | 14.39 | | | $ | 21.47 | | | $ | 13.73 | | | $ | 12.89 | |
Total investment return/(loss)(2) | | | 6.40 | % | | | (16.93 | )% | | | 58.41 | % | | | 10.47 | % | | | (11.16 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 482,440 | | | $ | 441,478 | | | $ | 536,177 | | | $ | 361,442 | | | $ | 291,859 | |
Ratio of expenses to average net assets | | | 0.82 | % | | | 0.84 | % | | | 0.84 | % | | | 0.90 | % | | | 0.93 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.50 | % | | | 0.10 | % | | | (0.18 | )% | | | (0.08 | )% | | | (0.08 | )% |
Portfolio turnover rate | | | 56 | % | | | 56 | % | | | 75 | % | | | 101 | % | | | 80 | % |
(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, 2023
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 complex 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 fifty-three 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 91.523 billion shares are currently classified into two hundred and twenty-two 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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 by the Adviser, as Valuation Designee, in accordance with procedures adopted by 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.
19
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2023
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 | | $ | 448,298,749 | | | $ | 448,298,749 | | | $ | — | | | $ | — | ** |
Short-Term Investments | | | 34,332,416 | | | | 34,332,416 | | | | — | | | | — | |
Total Investments* | | $ | 482,631,165 | | | $ | 482,631,165 | | | $ | — | | | $ | — | |
* | Please refer to Portfolio of Investments for further details. |
** | Value equals zero as of the end of the reporting period. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total 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.
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
20
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2023
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 (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.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Altair Advisers, LLC (“Altair” or the “Adviser”) serves as the investment adviser to the Fund. Aperio Group, LLC, Driehaus Capital Management, LLC, Pacific Ridge Capital Partners, LLC, Pier Capital, LLC and River Road Asset Management, LLC each serve as an investment sub-adviser (“Sub-Adviser”) to the Fund.
The Fund is managed by the Adviser and one or more Sub-Advisers unaffiliated with the Adviser. The Adviser also has the ultimate responsibility to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Adviser has an investment team that is jointly responsible for the day-to-day management of the Fund. The Sub-Advisers provide investment advisory services to the portion of the Fund’s portfolio allocated to them by the Adviser. The Adviser and the Company on behalf of 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 sub-advised 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 $3,097,525, or the rate of 0.69%.
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 $57,785.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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.
21
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2023
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. 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 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 |
$260,649,481 | $232,770,819 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2023, 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) |
$360,325,203 | $148,618,109 | $(26,222,147) | $122,395,962 |
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
22
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2023
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, 2023, 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 |
$1,351,664 | $— | $(6,051,338) | $122,395,962 | $— |
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, 2023 and August 31, 2022 was as follows:
| | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
2023 | | $ | 1,462,252 | | | $ | — | | | $ | 1,462,252 | |
2022 | | $ | 40,918,809 | | | $ | 64,184,904 | | | $ | 105,103,713 | |
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023.
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, 2023, the Fund had short-term capital loss carryforwards of $6,051,338.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
23
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2023
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
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, 2023, the related statement of operations for the year ended August 31, 2023, the statement of changes in net assets for each of the two years in the period ended August 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2023 (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, 2023, 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, 2023 and the financial highlights for each of the five years in the period ended August 31, 2023 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, 2023 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 24, 2023
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the following dividends and distributions were paid by the Fund:
Ordinary income | long-term gains |
$1,462,252 | $ |
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, 2023 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Adara Smaller Companies Fund | 100% |
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 | 100% |
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
Adara Smaller Companies Fund | 0% |
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 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 2024.
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 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 filings are available on the SEC’s 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 16-17, 2023 (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 among the Company, 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. The Directors reviewed these materials with management of Altair, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of Altair or the Sub-Advisers were present. 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 Fuse Research Network, LLC comparing the Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by 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.
27
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited) (Continued)
The Directors also considered the investment performance of the Fund, noting that the Fund had outperformed its benchmark, the Russell 2000 Index, for the one-year, three-year, five-year, and seven-year periods ended March 31, 2023, and underperformed the benchmark for the three-month period ended March 31, 2023. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return outperformed the median of its Peer Group for the three-year, five-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and one-year periods ended December 31, 2022.
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 ratios were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s net advisory fee was at the median and in the 3rd quintile of its Peer Group and the Fund’s total net expenses were below the median and in the 1st quintile (least expensive) of its Peer 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 reimbursement to be made 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, 2024.
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 January 1, 2022 to December 31, 2022 (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,
28
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited) (Concluded)
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.
29
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 During the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 63 | 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). |
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 During the Past 5 Years |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75
| Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
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 During the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO LLC. | N/A | N/A |
32
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (Continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During 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: 60 | 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: 63
| 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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 (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
33
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 During the Past 5 Years |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series of the Company (53 portfolios) and The RBB Fund Trust (10 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, banking and investment services industry, including service on the boards of public companies, 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.
34
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 |
35
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. |
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Investment Adviser
Altair Advisers, LLC
303 West Madison Street, Suite 600
Chicago, IL 60606
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
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-AR23
AQUARIUS INTERNATIONAL FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2023
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, 2023 (UNAUDITED)
Dear Shareholder,
The Aquarius International Fund (the “Fund”) generated a return of 11.89% for the fiscal year ended August 31, 2023, compared to the 12.14% return of the Fund’s benchmark, the MSCI ACWI ex USA Gross Index, over the same period.
Developed international equities, as measured by the MSCI EAFE Index, were up 18.55% for the period. European economies rebounded during fiscal year after fears of a deep recession did not materialize, and Japanese equities benefited from accommodative monetary policy and corporate governance reforms. Emerging markets, as measured by the MSCI Emerging Markets Index, were up 1.69% for the period, detracting from overall Fund performance as macro concerns around China weighed on emerging market stocks. U.S. investors also benefited from a weaker dollar, which fell nearly 5% over the course of the fiscal year and provided a boost to the returns of equities converted back to the U.S. currency.
The Fund ended the fiscal year with four underlying sub-advisers: international developed markets managers Mawer Investment Management, Ltd. (“Mawer”) and Boston Partners Global Investors, Inc. (“Boston Partners”); emerging markets manager Driehaus Capital Management, LLC (“Driehaus”); and tax-loss harvesting manager Aperio Group, LLC (“Aperio”). On March 31, 2023, Boston Partners was appointed as a sub-adviser to the Fund and Setanta Asset Management Limited (“Setanta”) was terminated as a sub-adviser to the Fund. In conjunction with this sub-adviser change, Boston Partners was allocated the proportion of Fund assets that was previously managed by Setanta. The proportions of Fund assets allocated to the Fund’s sub-advisers at the end of the 2023 fiscal year were as follows: Mawer 32%, Boston Partners 32%, Driehaus 17% and Aperio 14%.
Returns for the underlying sub-advisers in the 2023 fiscal year were as follows: Mawer +15.98%, Aperio +13.44%, and Driehaus +1.20%. The return for Setanta during the portion of the 2023 fiscal year when it was a sub-adviser to the Fund (9/1/2022-3/31/2023) was 13.73%. The return for Boston Partners during the portion of the 2023 fiscal year when it was a sub-adviser to the Fund (3/31/2023-8/31/2023) was 1.30%.
While international equities have recently underperformed U.S. equities, they historically have alternated in cycles of outperformance. International equities represent approximately 38% of the global stock market, and investing in them can help to mitigate certain risks associated with investing only in U.S. companies and the U.S. dollar. Altair Advisers LLC continues to believe that 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.
Sincerely,
Altair Advisers LLC
1
AQUARIUS INTERNATIONAL FUND
Annual Report
Performance Data
AUGUST 31, 2023 (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 Periods Ended August 31, 2023 | |
| One Year | Three Year | Five Year | Since Inception | |
Aquarius International Fund | 11.89% | 2.23% | 2.58% | 1.64%* | |
MSCI ACWI ex USA Gross Index | 12.14% | 4.28% | 3.70% | 2.87%** | |
* | 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, 2022, are 0.73% 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 2,306 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, 2023 (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, 2023 through August 31, 2023 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, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | Actual Six Month Total Investment Return | |
Actual | | $ | 1,000.00 | | | $ | 1,044.70 | | | $ | 3.40 | | | | 0.66 | % | | | 4.47 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.88 | | | | 3.36 | | | | 0.66 | % | | | 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, 2023 (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 | | | 11.5 | % | | $ | 51,916,163 | |
Pharmaceuticals | | | 7.6 | | | | 34,420,896 | |
Semiconductors | | | 6.9 | | | | 31,191,582 | |
Insurance | | | 5.9 | | | | 26,835,640 | |
Oil & Gas | | | 5.7 | | | | 25,683,624 | |
Commercial Services | | | 3.4 | | | | 15,539,187 | |
Aerospace/Defense | | | 3.2 | | | | 14,331,077 | |
Internet | | | 3.1 | | | | 13,992,747 | |
Distribution/Wholesale | | | 3.1 | | | | 13,841,365 | |
Mining | | | 2.5 | | | | 11,213,359 | |
Food | | | 2.5 | | | | 11,093,126 | |
Telecommunications | | | 2.3 | | | | 10,205,052 | |
Retail | | | 2.3 | | | | 10,152,685 | |
Beverages | | | 2.2 | | | | 9,920,957 | |
Computers | | | 2.0 | | | | 8,913,290 | |
Machinery-Construction & Mining | | | 1.9 | | | | 8,635,030 | |
Auto Manufacturers | | | 1.8 | | | | 8,165,081 | |
Media | | | 1.7 | | | | 7,766,396 | |
Apparel | | | 1.6 | | | | 7,043,799 | |
Electric | | | 1.4 | | | | 6,356,877 | |
Diversified Financial Services | | | 1.4 | | | | 6,107,089 | |
Software | | | 1.3 | | | | 6,001,586 | |
Home Furnishings | | | 1.0 | | | | 4,679,908 | |
Food Service | | | 1.0 | | | | 4,443,684 | |
Building Materials | | | 0.9 | | | | 4,166,199 | |
Chemicals | | | 0.9 | | | | 4,140,104 | |
Transportation | | | 0.9 | | | | 4,014,975 | |
Engineering & Construction | | | 0.8 | | | | 3,821,566 | |
Machinery-Diversified | | | 0.8 | | | | 3,625,922 | |
Miscellaneous Manufacturing | | | 0.8 | | | | 3,522,274 | |
Coal | | | 0.7 | | | | 3,094,930 | |
Real Estate | | | 0.6 | | | | 2,883,451 | |
Airlines | | | 0.6 | | | | 2,842,502 | |
Healthcare-Products | | | 0.6 | | | | 2,535,235 | |
Biotechnology | | | 0.5 | | | | 2,457,710 | |
Household Products/Wares | | | 0.5 | | | | 2,278,154 | |
Metal Fabricate/Hardware | | | 0.5 | | | | 2,277,386 | |
Lodging | | | 0.5 | | | | 2,196,337 | |
Iron/Steel | | | 0.5 | | | | 2,111,077 | |
Cosmetics/Personal Care | | | 0.5 | | | | 2,027,294 | |
Healthcare-Services | | | 0.5 | | | | 2,026,002 | |
Electronics | | | 0.4 | | | | 1,825,479 | |
Life Sciences Tools & Services | | | 0.4 | | | | 1,795,556 | |
Electrical Components & Equipment | | | 0.3 | | | | 1,571,807 | |
Entertainment | | | 0.3 | | | | 1,360,242 | |
Agriculture | | | 0.3 | | | | 1,145,578 | |
Auto Parts & Equipment | | | 0.2 | | | | 950,986 | |
Private Equity | | | 0.2 | | | | 770,682 | |
REITS | | | 0.2 | | | | 679,052 | |
Materials | | | 0.1 | | | | 507,641 | |
Textiles | | | 0.1 | | | | 472,403 | |
Pipelines | | | 0.1 | | | | 366,519 | |
Advertising | | | 0.1 | | | | 258,760 | |
Hand/Machine Tools | | | 0.0 | | | | 183,994 | |
Toys/Games/Hobbies | | | 0.0 | | | | 147,146 | |
Forest Products & Paper | | | 0.0 | | | | 120,933 | |
Investment Companies | | | 0.0 | | | | 106,305 | |
Home Builders | | | 0.0 | | | | 81,518 | |
Water | | | 0.0 | | | | 76,686 | |
Oil & Gas Services | | | 0.0 | | | | 74,337 | |
Office/Business Equipment | | | 0.0 | | | | 66,458 | |
Energy-Alternate Sources | | | 0.0 | | | | 57,301 | |
Holding Companies-Diversification | | | 0.0 | | | | 41,227 | |
Environmental Control | | | 0.0 | | | | 35,919 | |
Leisure Time | | | 0.0 | | | | 34,619 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
Diversified Financial Services | | | 0.5 | | | | 2,333,222 | |
PREFERRED STOCKS: | | | | | | | | |
Auto Manufacturers | | | 0.0 | | | | 45,645 | |
Banks | | | 0.1 | | | | 170,958 | |
Cosmetics/Personal Care | | | 0.0 | | | | 24,723 | |
SHORT-TERM INVESTMENTS | | | 7.7 | | | | 34,953,773 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.6 | | | | 2,866,141 | |
NET ASSETS | | | 100.0 | % | | $ | 451,596,928 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
AQUARIUS INTERNATIONAL FUND
Portfolio Holdings Summary Table
AUGUST 31, 2023 (unaudited)
The following table presents a summary by country of the portfolio holdings of the Fund:
Country | | % Of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Argentina | | | 0.0 | % | | $ | 166,246 | |
Australia | | | 0.6 | | | | 2,696,916 | |
Austria | | | 0.3 | | | | 1,389,851 | |
Belgium | | | 0.7 | | | | 3,003,112 | |
Bermuda | | | 0.7 | | | | 3,067,444 | |
Brazil | | | 1.8 | | | | 8,009,802 | |
Britain | | | 16.4 | | | | 74,190,492 | |
Canada | | | 4.5 | | | | 20,410,604 | |
Chile | | | 0.0 | | | | 222,359 | |
China | | | 4.4 | | | | 19,882,089 | |
Colombia | | | 0.0 | | | | 8,117 | |
Cypress | | | 0.0 | | | | — | |
Denmark | | | 3.1 | | | | 13,869,021 | |
Finland | | | 1.0 | | | | 4,636,474 | |
France | | | 7.0 | | | | 31,552,692 | |
Germany | | | 3.6 | | | | 16,301,845 | |
Greece | | | 0.4 | | | | 1,716,573 | |
Hong Kong | | | 0.9 | | | | 3,915,138 | |
India | | | 4.5 | | | | 20,269,668 | |
Indonesia | | | 0.5 | | | | 2,388,272 | |
Ireland | | | 1.2 | | | | 5,266,900 | |
Israel | | | 0.1 | | | | 415,943 | |
Italy | | | 1.5 | | | | 6,682,228 | |
Japan | | | 9.8 | | | | 44,250,812 | |
Jordan | | | 0.1 | | | | 623,096 | |
Kazakhstan | | | 0.2 | | | | 944,399 | |
Luxembourg | | | 0.9 | | | | 4,074,787 | |
Mexico | | | 1.0 | | | | 4,732,418 | |
Netherlands | | | 5.8 | | | | 26,165,560 | |
New Zealand | | | 0.0 | | | | 142,363 | |
Norway | | | 1.0 | | | | 4,515,496 | |
Panama | | | 0.1 | | | | 359,001 | |
Peru | | | 0.1 | | | | 504,622 | |
Philippines | | | 0.2 | | | | 793,789 | |
Poland | | | 0.0 | | | | 168,639 | |
Portugal | | | 0.0 | | | | 46,872 | |
Qatar | | | 0.1 | | | | 302,006 | |
Russia | | | 0.0 | | | | 20 | |
Singapore | | | 1.5 | | | | 6,770,373 | |
South Africa | | | 0.2 | | | | 980,743 | |
South Korea | | | 3.3 | | | | 14,900,123 | |
Spain | | | 1.1 | | | | 4,882,482 | |
Sweden | | | 0.9 | | | | 3,886,786 | |
Switzerland | | | 4.3 | | | | 19,316,438 | |
Taiwan | | | 3.4 | | | | 15,232,934 | |
Thailand | | | 0.2 | | | | 1,034,623 | |
Turkey | | | 0.2 | | | | 906,800 | |
United Arab Emirates | | | 0.4 | | | | 1,866,369 | |
United States | | | 2.9 | | | | 12,918,458 | |
Uruguay | | | 0.2 | | | | 820,671 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
United States | | | 0.5 | | | | 2,333,222 | |
PREFERRED STOCKS: | | | | | | | | |
Brazil | | | 0.1 | | | | 133,204 | |
Colombia | | | 0.0 | | | | 37,754 | |
Germany | | | 0.0 | | | | 45,645 | |
South Korea | | | 0.0 | | | | 24,723 | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
United States | | | 7.7 | | | | 34,953,773 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.6 | | | | 2,866,141 | |
NET ASSETS | | | 100.0 | % | | $ | 451,596,928 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
5
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 91.1% | | | | | | | | |
Advertising — 0.1% | | | | | | | | |
Dentsu Group, Inc. | | | 1,800 | | | $ | 53,759 | |
Publicis Groupe SA | | | 2,188 | | | | 170,725 | |
WPP PLC | | | 3,536 | | | | 34,276 | |
| | | | | | | 258,760 | |
Aerospace/Defense — 3.2% | | | | | | | | |
Airbus SE | | | 9,877 | | | | 1,445,077 | |
BAE Systems PLC | | | 446,506 | | | | 5,683,031 | |
BAE Systems PLC - SP ADR | | | 1,742 | | | | 90,183 | |
CAE, Inc. * | | | 1,578 | | | | 38,046 | |
Dassault Aviation SA | | | 263 | | | | 51,643 | |
Elbit Systems Ltd. | | | 423 | | | | 83,445 | |
Hanwha Aerospace Co. Ltd. | | | 4,090 | | | | 352,350 | |
Hindustan Aeronautics Ltd. | | | 9,889 | | | | 465,377 | |
MTU Aero Engines AG - ADR | | | 562 | | | | 65,833 | |
Rheinmetall AG | | | 9,593 | | | | 2,605,703 | |
Safran SA | | | 580 | | | | 92,954 | |
Thales SA | | | 23,023 | | | | 3,357,435 | |
| | | | | | | 14,331,077 | |
Agriculture — 0.3% | | | | | | | | |
Imperial Brands PLC – SP ADR | | | 4,503 | | | | 103,704 | |
ITC Ltd. | | | 145,824 | | | | 774,086 | |
Japan Tobacco, Inc. | | | 6,900 | | | | 151,084 | |
RLX Technology, Inc. - ADR * | | | 23,295 | | | | 35,641 | |
Wilmar International Ltd. | | | 29,000 | | | | 81,063 | |
| | | | | | | 1,145,578 | |
Airlines — 0.6% | | | | | | | | |
ANA Holdings, Inc. * | | | 1,400 | | | | 31,605 | |
Copa Holdings SA – Class A | | | 3,530 | | | | 359,001 | |
Japan Airlines Co. Ltd. | | | 1,500 | | | | 30,891 | |
Ryanair Holdings PLC – SP ADR * | | | 24,393 | | | | 2,421,005 | |
| | | | | | | 2,842,502 | |
Apparel — 1.6% | | | | | | | | |
adidas AG | | | 381 | | | | 76,036 | |
Gildan Activewear, Inc. | | | 5,757 | | | | 171,674 | |
Hermes International SCA | | | 80 | | | | 164,535 | |
Kering SA | | | 1,971 | | | | 1,053,954 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 4,709 | | | | 3,982,208 | |
LVMH Moet Hennessy Louis Vuitton SE - ADR | | | 2,000 | | | | 338,559 | |
PRADA SpA | | | 90,400 | | | | 589,997 | |
Samsonite International SA *(a) | | | 199,200 | | | | 666,836 | |
| | | | | | | 7,043,799 | |
Auto Manufacturers — 1.8% | | | | | | | | |
Bayerische Motoren Werke AG – SP ADR | | | 3,309 | | | | 116,278 | |
Daimler Truck Holding AG | | | 37,123 | | | | 1,306,235 | |
Ferrari NV | | | 141 | | | | 44,706 | |
Ferrari NV | | | 642 | | | | 203,989 | |
| | Number of Shares | | | Value | |
Auto Manufacturers — (Continued) |
Honda Motor Co. Ltd. | | | 2,200 | | | $ | 71,096 | |
Honda Motor Co. Ltd. – SP ADR | | | 1,291 | | | | 41,738 | |
Hyundai Motor Co. | | | 529 | | | | 75,586 | |
Iveco Group NV * | | | 1,324 | | | | 13,130 | |
Li Auto, Inc. - ADR * | | | 1,693 | | | | 70,514 | |
Mahindra & Mahindra Ltd. | | | 20,747 | | | | 394,476 | |
Mercedes-Benz Group AG | | | 3,623 | | | | 265,113 | |
NIO, Inc. - ADR * | | | 3,261 | | | | 33,490 | |
Nissan Motor Co. Ltd. – SP ADR | | | 4,601 | | | | 39,247 | |
Stellantis NV | | | 169,628 | | | | 3,144,406 | |
Stellantis NV | | | 2,278 | | | | 42,257 | |
Subaru Corp. | | | 1,800 | | | | 34,602 | |
Suzuki Motor Corp. | | | 41,200 | | | | 1,618,848 | |
Toyota Motor Corp. | | | 7,100 | | | | 122,326 | |
Toyota Motor Corp. | | | 1,862 | | | | 320,506 | |
Volkswagen AG - ADR | | | 5,060 | | | | 72,257 | |
Volvo AB – Class B | | | 3,636 | | | | 73,279 | |
XPeng, Inc. - ADR * | | | 3,429 | | | | 61,002 | |
| | | | | | | 8,165,081 | |
Auto Parts & Equipment — 0.2% | | | | | | | | |
Aisin Corp. | | | 1,100 | | | | 36,710 | |
Cie Generale des Etablissements Michelin SCA | | | 1,852 | | | | 57,942 | |
Continental AG - SP ADR | | | 9,600 | | | | 71,520 | |
Denso Corp. | | | 1,400 | | | | 95,554 | |
Hyundai Mobis Co. Ltd. | | | 501 | | | | 87,467 | |
KPIT Technologies Ltd. | | | 27,259 | | | | 386,709 | |
Magna International, Inc. | | | 3,010 | | | | 177,048 | |
Vitesco Technologies Group AG * | | | 88 | | | | 6,946 | |
Weichai Power Co. Ltd. - Class H | | | 24,000 | | | | 31,090 | |
| | | | | | | 950,986 | |
Banks — 11.5% | | | | | | | | |
ANZ Group Holdings Ltd. | | | 5,980 | | | | 97,636 | |
Banco Bilbao Vizcaya Argentaria SA | | | 331,634 | | | | 2,616,559 | |
Banco do Brasil SA | | | 228,300 | | | | 2,185,700 | |
Banco do Brasil SA - SP ADR | | | 11,296 | | | | 107,877 | |
Banco Santander SA | | | 37,238 | | | | 145,363 | |
Bank Central Asia Tbk PT | | | 687,000 | | | | 413,578 | |
Bank Mandiri Persero Tbk PT | | | 3,922,600 | | | | 1,551,145 | |
Bank Mandiri Persero Tbk PT - ADR | | | 5,112 | | | | 80,514 | |
Bank Montreal | | | 1,574 | | | | 135,506 | |
Bank Rakyat Indonesia Persero Tbk PT - ADR | | | 1,382 | | | | 25,035 | |
Bankinter SA | | | 181,473 | | | | 1,163,201 | |
Barclays PLC | | | 126,063 | | | | 234,813 | |
BDO Unibank. Inc. | | | 181,150 | | | | 445,371 | |
Bendigo & Adelaide Bank Ltd. | | | 12,614 | | | | 77,265 | |
BNP Paribas SA | | | 2,636 | | | | 170,464 | |
The accompanying notes are an integral part of the financial statements.
6
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Banks — (Continued) |
BOC Hong Kong Holdings Ltd. | | | 28,000 | | | $ | 77,792 | |
CaixaBank SA | | | 65,952 | | | | 267,122 | |
Canadian Imperial Bank of Commerce | | | 1,906 | | | | 75,497 | |
China Merchants Bank Co. Ltd. – Class H | | | 26,563 | | | | 105,185 | |
Commerzbank AG | | | 210,243 | | | | 2,310,043 | |
Commonwealth Bank of Australia | | | 4,512 | | | | 297,237 | |
Computershare Ltd. | | | 2,023 | | | | 32,888 | |
Concordia Financial Group Ltd. | | | 11,723 | | | | 51,945 | |
Credicorp Ltd. | | | 3,568 | | | | 504,622 | |
DBS Group Holdings Ltd. - ADR | | | 97,427 | | | | 2,562,445 | |
Deutsche Bank AG | | | 8,776 | | | | 95,571 | |
DNB Bank ASA | | | 72,908 | | | | 1,441,140 | |
FinecoBank Banca Fineco SpA | | | 189,437 | | | | 2,589,121 | |
FirstRand Ltd. | | | 13,495 | | | | 52,434 | |
Fukuoka Financial Group, Inc. | | | 3,000 | | | | 70,846 | |
Grupo Financiero Banorte SAB de CV | | | 135,985 | | | | 1,154,283 | |
Grupo Financiero Galicia SA - ADR | | | 9,195 | | | | 166,246 | |
Hana Financial Group, Inc. | | | 32,052 | | | | 957,798 | |
Hang Seng Bank Ltd. | | | 2,400 | | | | 30,586 | |
HDFC Bank Ltd. | | | 223,312 | | | | 4,228,625 | |
HDFC Bank Ltd. - ADR | | | 38,837 | | | | 2,419,934 | |
HSBC Holdings PLC – SP ADR | | | 9,910 | | | | 369,841 | |
ICICI Bank Ltd. – SP ADR | | | 95,790 | | | | 2,219,454 | |
Industrial & Commercial Bank of China Ltd. – Class H | | | 1,356,000 | | | | 621,695 | |
ING Groep NV | | | 218,157 | | | | 3,091,072 | |
Intesa Sanpaolo SpA | | | 14,336 | | | | 38,283 | |
Japan Post Bank Co. Ltd. | | | 3,700 | | | | 29,689 | |
Macquarie Group Ltd. | | | 1,021 | | | | 116,731 | |
Mediobanca Banca di Credito Finanziario SpA | | | 3,974 | | | | 51,879 | |
Mitsubishi UFJ Financial Group, Inc. – SP ADR | | | 53,334 | | | | 422,939 | |
National Australia Bank Ltd. – SP ADR | | | 11,208 | | | | 104,459 | |
National Australia Bank Ltd. – SP ADR | | | 7,689 | | | | 143,296 | |
National Bank of Greece SA * | | | 79,104 | | | | 537,099 | |
NatWest Group PLC | | | 452,799 | | | | 1,316,777 | |
Nedbank Group Ltd. – SP ADR | | | 2,666 | | | | 30,203 | |
Nordea Bank Abp | | | 90,508 | | | | 991,539 | |
Nordea Bank Abp | | | 93 | | | | 1,018 | |
Oversea-Chinese Banking Corp. Ltd. | | | 9,000 | | | | 83,505 | |
Resona Holdings, Inc. | | | 324,100 | | | | 1,716,928 | |
Royal Bank of Canada | | | 3,116 | | | | 280,751 | |
SCB X PCL - NVDR | | | 80,300 | | | | 270,440 | |
| | Number of Shares | | | Value | |
Banks — (Continued) |
Shinhan Financial Group Co. Ltd. - ADR | | | 9,162 | | | $ | 246,458 | |
Shizuoka Financial Group, Inc. | | | 3,900 | | | | 31,692 | |
Societe Generale SA | | | 2,392 | | | | 67,768 | |
Standard Bank Group Ltd. | | | 43,041 | | | | 440,346 | |
Sumitomo Mitsui Financial Group, Inc. | | | 55,700 | | | | 2,546,407 | |
Sumitomo Mitsui Financial Group, Inc. – SP ADR | | | 56,610 | | | | 515,151 | |
Sumitomo Mitsui Trust Holdings, Inc. | | | 800 | | | | 29,967 | |
Svenska Handelsbanken AB - Class A | | | 196,601 | | | | 1,640,450 | |
TCS Group Holding PLC - GDR *‡ | | | 3,732 | | | | — | |
The Bank of Nova Scotia | | | 2,343 | | | | 111,152 | |
The Chiba Bank Ltd. | | | 4,900 | | | | 34,988 | |
The Toronto-Dominion Bank | | | 4,514 | | | | 275,399 | |
UBS Group AG | | | 58,688 | | | | 1,554,452 | |
UniCredit SpA | | | 2,917 | | | | 71,067 | |
United Overseas Bank Ltd. | | | 135,500 | | | | 2,846,498 | |
Woori Financial Group, Inc. – SP ADR | | | 4,696 | | | | 125,383 | |
| | | | | | | 51,916,163 | |
Beverages — 2.2% | | | | | | | | |
Anheuser-Busch InBev SA NV – SP ADR | | | 3,128 | | | | 177,952 | |
Arca Continental SAB de CV | | | 51,800 | | | | 505,833 | |
Asahi Group Holdings Ltd. | | | 91,700 | | | | 3,567,623 | |
Carlsberg A/S – Class B | | | 499 | | | | 72,154 | |
China Resources Beer Holdings Co. Ltd. | | | 116,000 | | | | 681,076 | |
Cia Cervecerias Unidas SA - ADR | | | 4,167 | | | | 61,380 | |
Coca-Cola Europacific Partners PLC | | | 40,786 | | | | 2,614,790 | |
Coca-Cola HBC AG | | | 1,058 | | | | 30,478 | |
Davide Campari-Milano NV | | | 5,538 | | | | 72,354 | |
Diageo PLC – SP ADR | | | 2,046 | | | | 338,920 | |
Endeavour Group Ltd. | | | 2,137 | | | | 7,601 | |
Fomento Economico Mexicano SAB de CV – SP ADR | | | 7,930 | | | | 892,284 | |
Heineken Holding NV | | | 434 | | | | 34,730 | |
Kweichow Moutai Co. Ltd. - Class A | | | 2,700 | | | | 685,170 | |
Pernod Ricard SA | | | 300 | | | | 58,876 | |
Pernod Ricard SA - SP ADR | | | 1,450 | | | | 57,391 | |
Remy Cointreau SA | | | 188 | | | | 29,082 | |
Tsingtao Brewery Co. Ltd. – Class H | | | 4,000 | | | | 33,263 | |
| | | | | | | 9,920,957 | |
Biotechnology — 0.5% | | | | | | | | |
Argenx SE - ADR * | | | 245 | | | | 123,110 | |
The accompanying notes are an integral part of the financial statements.
7
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Biotechnology — (Continued) |
CSL Ltd. | | | 628 | | | $ | 110,904 | |
CSL Ltd. - SP ADR | | | 1,030 | | | | 90,836 | |
Genmab A/S * | | | 2,330 | | | | 89,216 | |
Genmab A/S - SP ADR * | | | 5,334 | | | | 2,043,644 | |
| | | | | | | 2,457,710 | |
Building Materials — 0.9% | | | | | | | | |
Cemex SAB de CV – SP ADR * | | | 69,975 | | | | 557,701 | |
Cie de Saint-Gobain SA | | | 519 | | | | 33,762 | |
CRH PLC | | | 38,049 | | | | 2,186,737 | |
CRH PLC – SP ADR | | | 1,441 | | | | 82,958 | |
Daikin Industries Ltd. | | | 149 | | | | 25,756 | |
Geberit AG | | | 202 | | | | 104,544 | |
Holcim AG | | | 2,013 | | | | 133,119 | |
Imerys SA | | | 19,730 | | | | 671,744 | |
James Hardie Industries PLC - CDI * | | | 2,896 | | | | 87,046 | |
Kingspan Group PLC | | | 554 | | | | 46,810 | |
Semen Indonesia Persero Tbk PT - ADR | | | 2,421 | | | | 21,728 | |
Sika AG | | | 437 | | | | 123,489 | |
Svenska Cellulosa AB SCA - Class B | | | 4,527 | | | | 60,263 | |
West Fraser Timber Co. Ltd. | | | 404 | | | | 30,542 | |
| | | | | | | 4,166,199 | |
Chemicals — 0.9% | | | | | | | | |
Air Liquide SA | | | 15,496 | | | | 2,799,763 | |
Air Liquide SA - ADR | | | 1,948 | | | | 70,479 | |
Asahi Kasei Corp. | | | 6,000 | | | | 38,729 | |
BASF SE | | | 1,905 | | | | 96,426 | |
Brenntag SE | | | 387 | | | | 31,302 | |
Chr Hansen Holding A/S | | | 439 | | | | 28,625 | |
Covestro AG *(a) | | | 586 | | | | 31,119 | |
Croda International PLC | | | 584 | | | | 40,785 | |
Daqo New Energy Corp. - ADR * | | | 848 | | | | 31,351 | |
DSM BV | | | 785 | | | | 77,861 | |
EMS-Chemie Holding AG | | | 143 | | | | 107,317 | |
FUCHS SE | | | 941 | | | | 30,889 | |
Givaudan SA | | | 27 | | | | 89,938 | |
Givaudan SA - ADR | | | 600 | | | | 39,984 | |
ICL Group Ltd. | | | 12,592 | | | | 75,174 | |
LG Chem Ltd. | | | 385 | | | | 169,519 | |
Nippon Sanso Holdings Corp. | | | 1,500 | | | | 36,168 | |
Shin-Etsu Chemical Co. Ltd. | | | 3,270 | | | | 104,227 | |
Shin-Etsu Chemical Co. Ltd. - ADR | | | 6,860 | | | | 109,144 | |
Solvay SA – Class A | | | 373 | | | | 43,193 | |
Sumitomo Chemical Co. Ltd. | | | 13,000 | | | | 35,988 | |
Symrise AG | | | 500 | | | | 52,123 | |
| | | | | | | 4,140,104 | |
| | Number of Shares | | | Value | |
Coal — 0.7% | | | | | | | | |
China Shenhua Energy Co. Ltd. - Class H | | | 39,000 | | | $ | 113,510 | |
Teck Resources Ltd. - Class B | | | 63,884 | | | | 2,641,976 | |
Teck Resources Ltd. - Class B | | | 8,215 | | | | 339,444 | |
| | | | | | | 3,094,930 | |
Commercial Services — 3.4% | | | | | | | | |
Abu Dhabi Ports Co. PJSC * | | | 346,659 | | | | 603,980 | |
Adyen NV *(a) | | | 1,206 | | | | 1,007,037 | |
Allfunds Group PLC | | | 141,996 | | | | 840,147 | |
Amadeus IT Group SA - ADR | | | 1,437 | | | | 98,463 | |
Ashtead Group PLC | | | 46,119 | | | | 3,217,186 | |
Bureau Veritas SA | | | 1,739 | | | | 46,585 | |
China Merchants Port Holdings Co. Ltd. | | | 60,000 | | | | 71,777 | |
Edenred | | | 27,998 | | | | 1,784,127 | |
Experian PLC | | | 2,543 | | | | 88,811 | |
International Container Terminal Services, Inc. | | | 65,067 | | | | 237,816 | |
Intertek Group PLC | | | 1,279 | | | | 66,981 | |
Localiza Rent a Car SA – SP ADR | | | 4,006 | | | | 50,836 | |
New Oriental Education & Technology Group, Inc. - SP ADR * | | | 16,992 | | | | 921,646 | |
One 97 Communications Ltd. * | | | 59,106 | | | | 608,958 | |
RB Global, Inc. | | | 1,064 | | | | 65,670 | |
Recruit Holdings Co. Ltd. | | | 3,292 | | | | 117,270 | |
RELX PLC | | | 157,551 | | | | 5,135,343 | |
Rentokil Initial PLC | | | 34,286 | | | | 261,036 | |
Secom Co. Ltd. | | | 800 | | | | 55,990 | |
SGS SA | | | 740 | | | | 67,209 | |
TAL Education Group - ADR * | | | 7,594 | | | | 53,538 | |
The Bidvest Group Ltd. | | | 3,146 | | | | 47,469 | |
TravelSky Technology Ltd. - Class H | | | 51,000 | | | | 91,312 | |
| | | | | | | 15,539,187 | |
Computers — 2.0% | | | | | | | | |
AutoStore Holdings Ltd. *(a) | | | 478,274 | | | | 816,493 | |
BayCurrent Consulting, Inc. | | | 900 | | | | 30,935 | |
BlackBerry Ltd. * | | | 10,732 | | | | 59,670 | |
Capgemini SE | | | 7,471 | | | | 1,394,250 | |
CGI, Inc. * | | | 1,307 | | | | 136,111 | |
Check Point Software Technologies Ltd. * | | | 499 | | | | 67,160 | |
Cognizant Technology Solutions Corp. - Class A | | | 5,605 | | | | 401,374 | |
CyberArk Software Ltd. * | | | 576 | | | | 95,640 | |
Infosys Ltd. – SP ADR | | | 28,588 | | | | 496,574 | |
Lenovo Group Ltd. | | | 682,000 | | | | 770,883 | |
Logitech International SA | | | 444 | | | | 30,556 | |
Nomura Research Institute Ltd. | | | 71,500 | | | | 2,054,849 | |
The accompanying notes are an integral part of the financial statements.
8
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Computers — (Continued) |
NTT Data Group Corp. | | | 3,100 | | | $ | 41,682 | |
Obic Co. Ltd. | | | 100 | | | | 17,387 | |
Persistent Systems Ltd. | | | 6,651 | | | | 430,916 | |
Teleperformance SE | | | 10,714 | | | | 1,480,372 | |
Wipro Ltd. - ADR | | | 120,335 | | | | 588,438 | |
| | | | | | | 8,913,290 | |
Cosmetics/Personal Care — 0.5% | | | | | | | | |
Beiersdorf AG | | | 432 | | | | 56,564 | |
Essity AB – Class B | | | 5,178 | | | | 120,887 | |
Haleon PLC - ADR | | | 9,632 | | | | 79,175 | |
Kao Corp. | | | 700 | | | | 27,039 | |
L��Oreal SA | | | 148 | | | | 65,006 | |
L’Oreal SA - ADR | | | 3,400 | | | | 298,724 | |
Proya Cosmetics Co. Ltd. - Class A | | | 26,828 | | | | 411,105 | |
Shiseido Co. Ltd. | | | 1,200 | | | | 48,695 | |
Unicharm Corp. | | | 3,287 | | | | 131,131 | |
Unilever PLC | | | 6,144 | | | | 314,329 | |
Unilever PLC – SP ADR | | | 9,303 | | | | 474,639 | |
| | | | | | | 2,027,294 | |
Distribution/Wholesale — 3.1% | | | | | | | | |
Azelis Group NV | | | 117,741 | | | | 2,610,642 | |
Bunzl PLC | | | 135,787 | | | | 4,862,412 | |
Ferguson PLC | | | 14,627 | | | | 2,373,130 | |
IMCD NV | | | 10,996 | �� | | | 1,514,506 | |
Inchcape PLC | | | 77,098 | | | | 744,112 | |
ITOCHU Corp. | | | 3,700 | | | | 138,859 | |
ITOCHU Corp. - ADR | | | 426 | | | | 31,959 | |
Mitsubishi Corp. | | | 800 | | | | 39,460 | |
Mitsui & Co. Ltd. | | | 3,159 | | | | 117,658 | |
Rexel SA | | | 58,691 | | | | 1,376,132 | |
Sendas Distribuidora S/A - ADR | | | 2,775 | | | | 32,495 | |
| | | | | | | 13,841,365 | |
Diversified Financial Services — 1.4% | | | | |
Deutsche Boerse AG | | | 20,582 | | | | 3,653,804 | |
Deutsche Boerse AG - ADR | | | 2,810 | | | | 49,765 | |
Futu Holdings Ltd. - ADR * | | | 852 | | | | 50,779 | |
Hong Kong Exchanges & Clearing Ltd. | | | 1,780 | | | | 68,990 | |
Japan Exchange Group, Inc. | | | 79,600 | | | | 1,388,841 | |
Jio Financial Services Ltd. * | | | 47,068 | | | | 132,756 | |
KB Financial Group, Inc. - ADR | | | 6,431 | | | | 259,619 | |
London Stock Exchange Group PLC | | | 2,464 | | | | 64,557 | |
London Stock Exchange Group PLC - ADR | | | 791 | | | | 81,832 | |
Lufax Holding Ltd. - ADR | | | 131,004 | | | | 158,515 | |
Sanlam Ltd. - SP ADR | | | 5,156 | | | | 36,917 | |
SBI Holdings, Inc. | | | 2,600 | | | | 53,068 | |
Singapore Exchange Ltd. | | | 6,000 | | | | 42,713 | |
| | Number of Shares | | | Value | |
Diversified Financial Services — (Continued) |
St James’s Place PLC | | | 5,807 | | | $ | 64,933 | |
| | | | | | | 6,107,089 | |
Electric — 1.4% | | | | | | | | |
Algonquin Power & Utilities Corp. | | | 4,799 | | | | 36,280 | |
China Resources Power Holdings Co. Ltd. | | | 14,000 | | | | 27,410 | |
Dubai Electricity & Water Authority PJSC | | | 728,813 | | | | 505,982 | |
E.ON SE | | | 4,732 | | | | 58,249 | |
Enel SpA | | | 25,288 | | | | 169,805 | |
Engie SA – SP ADR | | | 8,968 | | | | 145,013 | |
Equatorial Energia SA | | | 56,400 | | | | 356,255 | |
Fortis, Inc. | | | 5,188 | | | | 203,370 | |
Fortum Oyj | | | 27,522 | | | | 369,470 | |
Iberdrola SA | | | 11,694 | | | | 138,723 | |
Iberdrola SA - SP ADR | | | 1,618 | | | | 76,742 | |
Mercury NZ Ltd. | | | 7,755 | | | | 28,699 | |
Meridian Energy Ltd. | | | 15,956 | | | | 51,041 | |
National Grid PLC | | | 5,579 | | | | 69,640 | |
National Grid PLC - SP ADR | | | 2,605 | | | | 164,661 | |
NTPC Ltd. | | | 295,685 | | | | 786,667 | |
Origin Energy Ltd. | | | 5,412 | | | | 30,435 | |
Orsted A/S (a) | | | 320 | | | | 20,530 | |
Power Assets Holdings Ltd. | | | 11,000 | | | | 54,148 | |
Power Grid Corp. of India Ltd. | | | 182,886 | | | | 539,799 | |
RWE AG | | | 1,739 | | | | 71,607 | |
SSE PLC | | | 5,415 | | | | 110,953 | |
SSE PLC - SP ADR | | | 110,793 | | | | 2,276,705 | |
Tokyo Electric Power Co. Holdings, Inc. * | | | 7,500 | | | | 32,857 | |
Verbund AG | | | 389 | | | | 31,836 | |
| | | | | | | 6,356,877 | |
Electrical Components & Equipment — 0.3% | | | | |
Delta Electronics, Inc. | | | 113,000 | | | | 1,221,180 | |
Legrand SA | | | 942 | | | | 92,805 | |
Schneider Electric SE | | | 698 | | | | 119,644 | |
Schneider Electric SE - ADR | | | 4,025 | | | | 138,178 | |
| | | | | | | 1,571,807 | |
Electronics — 0.4% | | | | | | | | |
AAC Technologies Holdings, Inc. | | | 32,000 | | | | 61,986 | |
ABB Ltd. | | | 4,533 | | | | 172,382 | |
BYD Electronic International Co. Ltd. | | | 23,500 | | | | 108,840 | |
Chroma ATE, Inc. | | | 25,000 | | | | 218,696 | |
Hirose Electric Co. Ltd. | | | 827 | | | | 100,128 | |
Hon Hai Precision Industry Co. Ltd. | | | 163,353 | | | | 545,395 | |
Hoya Corp. | | | 670 | | | | 74,337 | |
Hoya Corp. - SP ADR | | | 487 | | | | 53,969 | |
Kyocera Corp. | | | 1,100 | | | | 56,419 | |
The accompanying notes are an integral part of the financial statements.
9
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Electronics — (Continued) |
Murata Manufacturing Co. Ltd. | | | 1,619 | | | $ | 90,572 | |
Murata Manufacturing Co. Ltd. - ADR | | | 5,048 | | | | 70,521 | |
Shimadzu Corp. | | | 1,000 | | | | 29,387 | |
Sinbon Electronics Co. Ltd. | | | 22,000 | | | | 213,729 | |
TDK Corp. | | | 800 | | | | 29,118 | |
| | | | | | | 1,825,479 | |
Energy-Alternate Sources — 0.0% | | | | |
Vestas Wind Systems A/S * | | | 2,480 | | | | 57,301 | |
| | | | |
Engineering & Construction — 0.8% | | | | |
Airports of Thailand PCL - NVDR * | | | 194,400 | | | | 402,321 | |
Auckland International Airport Ltd. * | | | 13,450 | | | | 62,623 | |
China Railway Group Ltd. - Class H | | | 415,000 | | | | 219,548 | |
Ferrovial SE | | | 3,085 | | | | 97,848 | |
Grupo Aeroportuario del Pacifico SAB de CV – SP ADR | | | 392 | | | | 71,477 | |
Grupo Aeroportuario del Sureste SAB de CV – SP ADR | | | 471 | | | | 128,244 | |
Larsen & Toubro Ltd. | | | 34,546 | | | | 1,127,141 | |
Samsung Engineering Co. Ltd. * | | | 15,702 | | | | 403,364 | |
SPIE SA | | | 37,124 | | | | 1,111,387 | |
Vinci SA | | | 905 | | | | 100,806 | |
Vinci SA - ADR | | | 3,476 | | | | 96,807 | |
| | | | | | | 3,821,566 | |
Entertainment — 0.3% | | | | | | | | |
Aristocrat Leisure Ltd. | | | 1,159 | | | | 30,596 | |
Evolution AB - ADR | | | 336 | | | | 36,288 | |
Flutter Entertainment PLC * | | | 244 | | | | 44,375 | |
Genting Singapore Ltd. | | | 1,230,600 | | | | 796,197 | |
Liberty Media Corp.-Liberty Live - Class C * | | | 1 | | | | 24 | |
OPAP SA | | | 18,551 | | | | 313,245 | |
Oriental Land Co. Ltd. | | | 3,065 | | | | 110,405 | |
The Lottery Corp. Ltd. | | | 8,950 | | | | 29,112 | |
| | | | | | | 1,360,242 | |
Environmental Control — 0.0% | | | | | | | | |
China Conch Environment Protection Holdings Ltd. * | | | 21,500 | | | | 5,431 | |
GFL Environmental, Inc. | | | 941 | | | | 30,488 | |
| | | | | | | 35,919 | |
Food — 2.5% | | | | | | | | |
Aeon Co. Ltd. | | | 5,200 | | | | 107,766 | |
Ajinomoto Co., Inc. | | | 1,500 | | | | 63,544 | |
BIM Birlesik Magazalar AS | | | 87,697 | | | | 827,805 | |
China Mengniu Dairy Co. Ltd. | | | 24,703 | | | | 83,063 | |
Chocoladefabriken Lindt & Spruengli AG | | | 6 | | | | 71,717 | |
| | Number of Shares | | | Value | |
Food — (Continued) |
Cia Brasileira de Distribuicao - SP ADR * | | | 2,775 | | | $ | 2,733 | |
Coles Group Ltd. | | | 4,059 | | | | 42,707 | |
Danone SA | | | 3,030 | | | | 176,627 | |
Dino Polska SA *(a) | | | 1,839 | | | | 168,639 | |
Kerry Group PLC - SP ADR | | | 308 | | | | 28,786 | |
Koninklijke Ahold Delhaize NV | | | 169,871 | | | | 5,556,488 | |
Koninklijke Ahold Delhaize NV – SP ADR | | | 4,031 | | | | 131,814 | |
Nestle SA | | | 1,079 | | | | 129,738 | |
Nestle SA – SP ADR | | | 6,845 | | | | 822,290 | |
Nisshin Seifun Group, Inc. | | | 2,700 | | | | 35,609 | |
Nomad Foods Ltd. * | | | 56,652 | | | | 1,038,998 | |
Seven & i Holdings Co. Ltd. | | | 600 | | | | 24,619 | |
Seven & i Holdings Co. Ltd. - ADR | | | 3,000 | | | | 61,470 | |
Tesco PLC | | | 510,870 | | | | 1,718,713 | |
| | | | | | | 11,093,126 | |
Food Service — 1.0% | | | | | | | | |
Compass Group PLC | | | 168,883 | | | | 4,258,683 | |
Compass Group PLC – SP ADR | | | 7,353 | | | | 185,001 | |
| | | | | | | 4,443,684 | |
Forest Products & Paper — 0.0% | | | | |
Suzano SA - SP ADR | | | 6,573 | | | | 66,519 | |
UPM-Kymmene Oyj | | | 1,590 | | | | 54,414 | |
| | | | | | | 120,933 | |
Hand/Machine Tools — 0.0% | | | | | | | | |
Alleima AB | | | 657 | | | | 3,010 | |
Schindler Holding AG | | | 651 | | | | 136,602 | |
Techtronic Industries Co. Ltd. | | | 4,500 | | | | 44,382 | |
| | | | | | | 183,994 | |
Healthcare-Products — 0.6% | | | | | | | | |
Alcon, Inc. | | | 1,673 | | | | 138,842 | |
Asahi Intecc Co. Ltd. | | | 1,900 | | | | 38,542 | |
China Medical System Holdings Ltd. | | | 21,000 | | | | 30,246 | |
Cochlear Ltd. | | | 376 | | | | 65,997 | |
Coloplast A/S - Class B | | | 327 | | | | 37,244 | |
Coloplast A/S – SP ADR | | | 1,070 | | | | 12,219 | |
EssilorLuxottica SA | | | 608 | | | | 114,278 | |
EssilorLuxottica SA - ADR | | | 144 | | | | 13,588 | |
FUJIFILM Holdings Corp. | | | 1,800 | | | | 106,374 | |
Getinge AB - Class B | | | 1,494 | | | | 25,902 | |
Koninklijke Philips NV * | | | 1,467 | | | | 32,966 | |
Olympus Corp. | | | 1,400 | | | | 18,909 | |
Sartorius Stedim Biotech | | | 6,326 | | | | 1,794,126 | |
Shandong Weigao Group Medical Polymer Co. Ltd. – Class H | | | 24,000 | | | | 23,896 | |
Smith & Nephew PLC | | | 2,921 | | | | 39,419 | |
Sonova Holding AG | | | 143 | | | | 37,785 | |
The accompanying notes are an integral part of the financial statements.
10
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Healthcare-Products — (Continued) |
Terumo Corp. | | | 162 | | | $ | 4,902 | |
| | | | | | | 2,535,235 | |
Healthcare-Services — 0.5% | | | | | | | | |
Bangkok Dusit Medical Services PCL - NVDR | | | 452,700 | | | | 361,862 | |
BioMerieux | | | 307 | | | | 31,707 | |
Fresenius SE & Co. KGaA | | | 959 | | | | 30,745 | |
Hapvida Participacoes e Investimentos S/A *(a) | | | 730,700 | | | | 631,536 | |
Lonza Group AG | | | 182 | | | | 100,390 | |
Lonza Group AG - ADR | | | 370 | | | | 20,413 | |
Max Healthcare Institute Ltd. * | | | 96,387 | | | | 686,751 | |
Sonic Healthcare Ltd. - SP ADR | | | 3,345 | | | | 69,375 | |
Wuxi Biologics Cayman, Inc. *(a) | | | 16,536 | | | | 93,223 | |
| | | | | | | 2,026,002 | |
Holding Companies - Diversification — 0.0% | | | | |
Swire Pacific Ltd. – Class A | | | 5,000 | | | | 41,227 | |
| | | | | | | | |
Home Builders — 0.0% | | | | | | | | |
Sekisui House Ltd. | | | 4,000 | | | | 81,518 | |
| | | | | | | | |
Home Furnishings — 1.0% | | | | | | | | |
Electrolux AB – Class B | | | 972 | | | | 10,690 | |
Hoshizaki Corp. | | | 800 | | | | 30,703 | |
Panasonic Holdings Corp. | | | 160,100 | | | | 1,842,760 | |
Sony Group Corp. | | | 28,800 | | | | 2,395,944 | |
Sony Group Corp. – SP ADR | | | 4,806 | | | | 399,811 | |
| | | | | | | 4,679,908 | |
Household Products/Wares — 0.5% | | | | |
Henkel AG & Co. KGaA | | | 889 | | | | 61,437 | |
Reckitt Benckiser Group PLC | | | 30,717 | | | | 2,216,717 | |
| | | | | | | 2,278,154 | |
Insurance — 5.9% | | | | | | | | |
Admiral Group PLC | | | 56,942 | | | | 1,793,903 | |
Aegon NV | | | 14,288 | | | | 73,226 | |
Ageas SA NV | | | 2,481 | | | | 98,670 | |
AIA Group Ltd. | | | 69,000 | | | | 624,330 | |
AIA Group Ltd. - SP ADR | | | 12,131 | | | | 438,050 | |
Allianz SE | | | 5,841 | | | | 1,419,828 | |
Allianz SE - ADR | | | 6,060 | | | | 147,197 | |
Aon PLC – Class A | | | 21,349 | | | | 7,117,543 | |
AXA SA | | | 71,348 | | | | 2,143,646 | |
Baloise Holding AG | | | 522 | | | | 81,548 | |
Beazley PLC | | | 267,902 | | | | 1,849,697 | |
Cathay Financial Holding Co. Ltd. | | | 24,000 | | | | 34,316 | |
China Pacific Insurance Group Co. Ltd. – Class H | | | 40,400 | | | | 92,397 | |
Dai-ichi Life Holdings, Inc. | | | 6,692 | | | | 124,375 | |
Everest Group Ltd. | | | 6,486 | | | | 2,339,370 | |
Hannover Rueck SE | | | 421 | | | | 89,538 | |
| | Number of Shares | | | Value | |
Insurance — (Continued) |
Legal & General Group PLC | | | 36,815 | | | $ | 101,716 | |
M&G PLC | | | 12,144 | | | | 29,332 | |
Manulife Financial Corp. | | | 6,860 | | | | 126,773 | |
MS&AD Insurance Group Holdings, Inc. | | | 900 | | | | 32,320 | |
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | | | 295 | | | | 114,507 | |
New China Life Insurance Co. Ltd. – Class H | | | 45,800 | | | | 114,578 | |
NN Group NV | | | 3,039 | | | | 116,988 | |
PICC Property & Casualty Co. Ltd. – Class H | | | 48,000 | | | | 55,198 | |
Ping An Insurance Group Co. of China Ltd. – Class H | | | 120,000 | | | | 718,458 | |
RenaissanceRe Holdings Ltd. | | | 3,875 | | | | 728,074 | |
Sampo Oyj - Class A | | | 55,245 | | | | 2,424,931 | |
Sompo Holdings, Inc. | | | 600 | | | | 26,111 | |
Sun Life Financial, Inc. | | | 2,753 | | | | 134,291 | |
Suncorp Group Ltd. | | | 18,597 | | | | 163,116 | |
Swiss Re AG | | | 16,689 | | | | 1,620,629 | |
T&D Holdings, Inc. | | | 5,200 | | | | 82,417 | |
Tokio Marine Holdings, Inc. | | | 4,200 | | | | 92,688 | |
Topdanmark AS | | | 32,948 | | | | 1,559,278 | |
Zurich Insurance Group AG | | | 270 | | | | 126,601 | |
| | | | | | | 26,835,640 | |
Internet — 3.1% | | | | | | | | |
Alibaba Group Holding Ltd. * | | | 195,600 | | | | 2,270,162 | |
Alibaba Group Holdings Ltd. – SP ADR * | | | 4,769 | | | | 443,040 | |
Auto Trader Group PLC (a) | | | 5,141 | | | | 39,424 | |
Autohome, Inc. – ADR | | | 1,032 | | | | 29,825 | |
Bilibili, Inc. - SP ADR * | | | 4,363 | | | | 66,012 | |
Booking Holdings, Inc. * | | | 341 | | | | 1,058,815 | |
Delivery Hero SE *(a) | | | 740 | | | | 26,993 | |
Future PLC | | | 63,989 | | | | 628,159 | |
iQIYI, Inc. - ADR * | | | 12,194 | | | | 61,458 | |
JD.com, Inc. - ADR | | | 3,289 | | | | 109,228 | |
JOYY, Inc. - ADR | | | 2,046 | | | | 70,219 | |
Kuaishou Technology *(a) | | | 17,200 | | | | 140,798 | |
Meituan - Class B *(a) | | | 45,993 | | | | 761,145 | |
MercadoLibre, Inc. * | | | 598 | | | | 820,671 | |
MonotaRO Co. Ltd. | | | 26,600 | | | | 314,153 | |
Naspers Ltd. - Class N - SP ADR | | | 4,780 | | | | 161,995 | |
NAVER Corp. | | | 1,223 | | | | 197,970 | |
PDD Holdings, Inc. - ADR * | | | 2,583 | | | | 255,640 | |
Prosus NV | | | 2,237 | | | | 154,296 | |
SEEK Ltd. | | | 4,272 | | | | 63,780 | |
Shopify, Inc. - Class A * | | | 1,397 | | | | 92,887 | |
Tencent Holdings Ltd. | | | 99,530 | | | | 4,124,561 | |
Tencent Holdings Ltd. - ADR | | | 6,073 | | | | 251,483 | |
Trip.com Group Ltd. - ADR * | | | 34,611 | | | | 1,360,557 | |
The accompanying notes are an integral part of the financial statements.
11
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Internet — (Continued) |
Weibo Corp. - SP ADR | | | 2,281 | | | $ | 29,425 | |
Wix.com Ltd. * | | | 389 | | | | 38,422 | |
Zomato Ltd. * | | | 358,314 | | | | 421,629 | |
| | | | | | | 13,992,747 | |
Investment Companies — 0.0% | | | | | | | | |
L E Lundbergforetagen AB – Class B | | | 1,867 | | | | 75,878 | |
Wendel SE | | | 333 | | | | 30,427 | |
| | | | | | | 106,305 | |
Iron/Steel — 0.5% | | | | | | | | |
BlueScope Steel Ltd. | | | 6,357 | | | | 85,944 | |
Cia Siderurgica Nacional SA - SP ADR | | | 41,580 | | | | 101,455 | |
Fortescue Metals Group Ltd. | | | 5,658 | | | | 77,896 | |
Nippon Steel Corp. | | | 8,000 | | | | 189,187 | |
POSCO Holdings, Inc. | | | 1,222 | | | | 534,312 | |
POSCO Holdings, Inc. - SP ADR | | | 3,580 | | | | 392,941 | |
Vale SA - SP ADR | | | 55,379 | | | | 729,342 | |
| | | | | | | 2,111,077 | |
Leisure Time — 0.0% | | | | | | | | |
Shimano, Inc. | | | 236 | | | | 34,619 | |
| | | | | | | | |
Life Sciences Tools & Services — 0.4% | | | | |
Eurofins Scientific SE * | | | 29,171 | | | | 1,795,556 | |
| | | | | | | | |
Lodging — 0.5% | | | | | | | | |
Galaxy Entertainment Group Ltd. * | | | 190,000 | | | | 1,255,843 | |
H World Group Ltd. - ADR * | | | 16,346 | | | | 658,417 | |
Indian Hotels Co. Ltd. | | | 33,098 | | | | 168,126 | |
InterContinental Hotels Group PLC | | | 1,515 | | | | 113,951 | |
| | | | | | | 2,196,337 | |
Machinery-Construction & Mining — 1.9% | | | | |
EPIROC AB * | | | 75,161 | | | | 1,441,993 | |
Hitachi Ltd. | | | 901 | | | | 59,882 | |
Hitachi Ltd. – ADR | | | 1,830 | | | | 243,462 | |
Komatsu Ltd. | | | 50,000 | | | | 1,422,911 | |
Metso Oyj | | | 52,115 | | | | 598,569 | |
Mitsubishi Electric Corp. | | | 60,200 | | | | 784,290 | |
Mitsubishi Heavy Industries Ltd. | | | 37,900 | | | | 2,146,359 | |
Siemens Energy AG * | | | 960 | | | | 13,663 | |
The Weir Group PLC | | | 82,999 | | | | 1,923,901 | |
| | | | | | | 8,635,030 | |
Machinery-Diversified — 0.8% | | | | | | | | |
Accelleron Industries AG | | | 226 | | | | 6,103 | |
ANDRITZ AG | | | 21,343 | | | | 1,133,745 | |
Atlas Copco AB - Class A | | | 6,804 | | | | 89,957 | |
Atlas Copco AB - Class A - SP ADR | | | 6,624 | | | | 87,636 | |
CNH Industrial NV | | | 6,623 | | | | 91,317 | |
| | Number of Shares | | | Value | |
Machinery-Diversified — (Continued) |
FANUC Corp. | | | 1,000 | | | $ | 28,441 | |
Haitian International Holdings Ltd. | | | 31,000 | | | | 66,567 | |
Husqvarna AB - Class B | | | 4,490 | | | | 38,657 | |
IMI PLC | | | 78,841 | | | | 1,496,211 | |
Keyence Corp. | | | 500 | | | | 207,586 | |
KION Group AG | | | 1,235 | | | | 49,303 | |
Kone Oyj – Class B | | | 658 | | | | 29,932 | |
Kubota Corp. - SP ADR | | | 883 | | | | 71,347 | |
Omron Corp. | | | 500 | | | | 24,126 | |
SMC Corp. | | | 110 | | | | 53,473 | |
SMC Corp. - SP ADR | | | 2,280 | | | | 55,586 | |
Spirax-Sarco Engineering PLC | | | 358 | | | | 45,876 | |
Sumitomo Heavy Industries Ltd. | | | 2,000 | | | | 50,059 | |
| | | | | | | 3,625,922 | |
Materials — 0.1% | | | | | | | | |
Allied Gold Corp. | | | 257,686 | | | | 507,641 | |
| | | | | | | | |
Media — 1.7% | | | | | | | | |
Informa PLC | | | 155,266 | | | | 1,434,582 | |
Liberty Media Corp-Liberty Formula One - Class C * | | | 4,386 | | | | 301,713 | |
Pearson PLC - SP ADR | | | 15,198 | | | | 160,643 | |
Thomson Reuters Corp. | | | 1,367 | | | | 176,056 | |
Vivendi SE | | | 3,398 | | | | 30,949 | |
Wolters Kluwer NV | | | 46,328 | | | | 5,582,086 | |
Wolters Kluwer NV - SP ADR | | | 667 | | | | 80,367 | |
| | | | | | | 7,766,396 | |
Metal Fabricate/Hardware — 0.5% | | | | |
Tenaris SA | | | 110,913 | | | | 1,771,264 | |
Tenaris SA - ADR | | | 15,851 | | | | 506,122 | |
| | | | | | | 2,277,386 | |
Mining — 2.5% | | | | | | | | |
Agnico Eagle Mines Ltd. | | | 1,485 | | | | 72,037 | |
Antofagasta PLC | | | 8,790 | | | | 160,979 | |
Barrick Gold Corp. | | | 6,196 | | | | 100,437 | |
BHP Group Ltd. - SP ADR | | | 4,374 | | | | 251,461 | |
Boliden AB | | | 2,900 | | | | 77,112 | |
Cameco Corp. | | | 28,263 | | | | 1,045,731 | |
Endeavour Mining PLC | | | 39,389 | | | | 814,774 | |
Ferroglobe PLC * | | | 138,422 | | | | 737,789 | |
First Quantum Minerals Ltd. | | | 15,955 | | | | 428,631 | |
Franco-Nevada Corp. | | | 5,834 | | | | 839,863 | |
Glencore PLC | | | 286,784 | | | | 1,527,183 | |
Kinross Gold Corp. | | | 371,022 | | | | 1,883,667 | |
MMC Norilsk Nickel PJSC - ADR ‡ | | | 2,034 | | | | 20 | |
Norsk Hydro ASA | | | 15,202 | | | | 84,111 | |
Polyus PJSC *‡ | | | 1,719 | | | | — | |
Rio Tinto PLC - SP ADR | | | 1,210 | | | | 75,625 | |
South32 Ltd. | | | 44,192 | | | | 96,360 | |
Southern Copper Corp. | | | 32,307 | | | | 2,605,884 | |
The accompanying notes are an integral part of the financial statements.
12
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Mining — (Continued) |
Sumitomo Metal Mining Co. Ltd. | | | 2,000 | | | $ | 62,067 | |
United Tractors Tbk PT | | | 106,300 | | | | 181,382 | |
Wheaton Precious Metals Corp. | | | 2,998 | | | | 130,653 | |
Zijin Mining Group Co. Ltd. - Class H | | | 24,000 | | | | 37,593 | |
| | | | | | | 11,213,359 | |
Miscellaneous Manufacturing — 0.8% | | | | |
Aalberts NV | | | 26,472 | | | | 1,099,641 | |
Alstom SA | | | 1,445 | | | | 39,848 | |
Knorr-Bremse AG | | | 679 | | | | 46,376 | |
Orica Ltd. | | | 5,536 | | | | 56,084 | |
Siemens AG | | | 14,499 | | | | 2,178,200 | |
Sunny Optical Technology Group Co. Ltd. | | | 5,169 | | | | 42,206 | |
Toshiba Corp. | | | 1,896 | | | | 59,919 | |
| | | | | | | 3,522,274 | |
Office/Business Equipment — 0.0% | | | | |
Canon, Inc. | | | 2,700 | | | | 66,458 | |
| | | | | | | | |
Oil & Gas — 5.7% | | | | | | | | |
Aker BP ASA | | | 841 | | | | 22,873 | |
BP PLC | | | 456,527 | | | | 2,821,013 | |
BP PLC - SP ADR | | | 1 | | | | 37 | |
Canadian Natural Resources Ltd. | | | 4,335 | | | | 280,431 | |
Canadian Natural Resources Ltd. | | | 38,804 | | | | 2,510,543 | |
Cenovus Energy, Inc. | | | 171,883 | | | | 3,426,974 | |
DCC PLC | | | 452 | | | | 24,732 | |
Equinor ASA | | | 66,913 | | | | 2,054,981 | |
Equinor ASA - SP ADR | | | 3,137 | | | | 95,898 | |
Galp Energia SGPS SA | | | 3,396 | | | | 46,872 | |
Imperial Oil Ltd. | | | 2,792 | | | | 159,032 | |
Inpex Corp. | | | 6,228 | | | | 87,216 | |
MEG Energy Corp. * | | | 78,108 | | | | 1,397,181 | |
Neste Oyj | | | 756 | | | | 27,657 | |
OMV AG | | | 4,843 | | | | 224,270 | |
PetroChina Co. Ltd. - Class H | | | 828,000 | | | | 597,291 | |
Petroleo Brasileiro - SP ADR | | | 63,319 | | | | 889,631 | |
PRIO SA * | | | 65,000 | | | | 612,585 | |
Reliance Industries Ltd. | | | 39,260 | | | | 1,140,544 | |
Repsol SA | | | 7,844 | | | | 121,238 | |
Santos Ltd. | | | 19,946 | | | | 98,692 | |
Shell PLC | | | 107,200 | | | | 3,287,862 | |
Shell PLC - ADR | | | 60,443 | | | | 3,752,906 | |
Suncor Energy, Inc. | | | 39,357 | | | | 1,333,163 | |
TotalEnergies SE - SP ADR | | | 7,259 | | | | 456,663 | |
Ultrapar Participacoes SA - SP ADR | | | 10,793 | | | | 39,287 | |
Woodside Energy Group Ltd. | | | 7,291 | | | | 174,052 | |
| | | | | | | 25,683,624 | |
| | Number of Shares | | | Value | |
Oil & Gas Services — 0.0% | | | | | | | | |
Technip Energies NV | | | 3,208 | | | $ | 74,337 | |
| | | | | | | | |
Pharmaceuticals — 7.6% | | | | | | | | |
Aspen Pharmacare Holdings Ltd. - ADR | | | 6,986 | | | | 63,223 | |
AstraZeneca PLC | | | 49,807 | | | | 6,690,217 | |
AstraZeneca PLC - SP ADR | | | 8,296 | | | | 562,635 | |
Bayer AG | | | 1,690 | | | | 92,464 | |
Chugai Pharmaceutical Co. Ltd. | | | 93,100 | | | | 2,837,866 | |
Cipla Ltd. | | | 33,537 | | | | 509,014 | |
CVS Group PLC | | | 25,100 | | | | 673,103 | |
Daiichi Sankyo Co. Ltd. | | | 3,548 | | | | 104,502 | |
Daiichi Sankyo Co. Ltd. - SP ADR | | | 876 | | | | 25,816 | |
Dr. Reddy’s Laboratories Ltd. - ADR | | | 6,700 | | | | 455,466 | |
GSK PLC - SP ADR | | | 4,431 | | | | 155,661 | |
Hikma Pharmaceuticals PLC | | | 22,557 | | | | 623,096 | |
Kobayashi Pharmaceutical Co. Ltd. | | | 600 | | | | 29,625 | |
Merck KGaA | | | 587 | | | | 105,382 | |
Novartis AG | | | 46,680 | | | | 4,697,957 | |
Novartis AG - SP ADR | | | 5,833 | | | | 586,100 | |
Novo-Nordisk A/S | | | 25,530 | | | | 4,709,104 | |
Novo-Nordisk A/S - SP ADR | | | 6,449 | | | | 1,197,064 | |
Orion Oyj - Class B | | | 672 | | | | 27,465 | |
Recordati Industria Chimica e Farmaceutica SpA | | | 56,613 | | | | 2,837,897 | |
Roche Holdings AG | | | 11,067 | | | | 3,248,036 | |
Roche Holdings AG - SP ADR | | | 12,016 | | | | 440,146 | |
Sanofi | | | 26,460 | | | | 2,818,100 | |
Sanofi - ADR | | | 5,762 | | | | 306,423 | |
Sinopharm Group Co. Ltd. - Class H | | | 36,400 | | | | 105,630 | |
Sun Pharmaceutical Industries Ltd. | | | 33,292 | | | | 446,249 | |
UCB SA | | | 810 | | | | 72,655 | |
| | | | | | | 34,420,896 | |
Pipelines — 0.1% | | | | | | | | |
Enbridge, Inc. | | | 6,937 | | | | 243,350 | |
TC Energy Corp. | | | 3,410 | | | | 123,169 | |
| | | | | | | 366,519 | |
Private Equity — 0.2% | | | | | | | | |
3i Group PLC | | | 3,463 | | | | 87,203 | |
Antin Infrastructure Partners SA | | | 14,806 | | | | 220,044 | |
Eurazeo SA | | | 530 | | | | 31,229 | |
Macquarie Korea Infrastructure Fund | | | 35,603 | | | | 329,805 | |
Partners Group Holding AG | | | 95 | | | | 102,401 | |
| | | | | | | 770,682 | |
Real Estate — 0.6% | | | | | | | | |
China Resources Land Ltd. | | | 25,714 | | | | 108,686 | |
The accompanying notes are an integral part of the financial statements.
13
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Real Estate — (Continued) |
CK Asset Holdings Ltd. | | | 11,000 | | | $ | 60,695 | |
Corp Inmobiliaria Vesta SAB de CV | | | 226,000 | | | | 835,579 | |
Daito Trust Construction Co. Ltd. | | | 300 | | | | 33,085 | |
Direcional Engenharia SA | | | 68,338 | | | | 275,309 | |
DLF Ltd. | | | 79,529 | | | | 483,845 | |
Emaar Properties PJSC | | | 238,399 | | | | 458,146 | |
Henderson Land Development Co. Ltd. | | | 23,000 | | | | 63,161 | |
Iguatemi SA | | | 61,400 | | | | 255,913 | |
KE Holdings, Inc. - ADR * | | | 4,582 | | | | 78,810 | |
REA Group Ltd. | | | 633 | | | | 67,489 | |
Sun Hung Kai Properties Ltd. | | | 2,500 | | | | 28,142 | |
Sunac Services Holdings Ltd. (a) | | | 619 | | | | 193 | |
Swire Properties Ltd. | | | 22,200 | | | | 46,393 | |
The Wharf Holdings Ltd. | | | 14,000 | | | | 29,659 | |
Wharf Real Estate Investment Co. Ltd. | | | 14,000 | | | | 58,346 | |
| | | | | | | 2,883,451 | |
REITS — 0.2% | | | | | | | | |
CapitaLand Ascendas REIT | | | 23,000 | | | | 47,106 | |
CapitaLand Integrated Commercial Trust | | | 25,000 | | | | 35,315 | |
Gecina SA | | | 296 | | | | 31,665 | |
Goodman Group | | | 6,677 | | | | 100,604 | |
Japan Metropolitan Fund Invest | | | 121 | | | | 81,250 | |
Mirvac Group | | | 19,373 | | | | 30,205 | |
Nippon Building Fund, Inc. | | | 18 | | | | 76,018 | |
Nomura Real Estate Master Fund, Inc. | | | 56 | | | | 65,834 | |
Scentre Group | | | 14,492 | | | | 25,688 | |
Segro PLC | | | 2,361 | | | | 22,010 | |
Stockland | | | 11,630 | | | | 31,763 | |
The GPT Group | | | 9,864 | | | | 26,708 | |
Unibail-Rodamco-Westfield * | | | 938 | | | | 50,065 | |
United Urban Investment Corp. | | | 51 | | | | 54,821 | |
| | | | | | | 679,052 | |
Retail — 2.3% | | | | | | | | |
Abu Dhabi National Oil Co. for Distribution PJSC | | | 287,536 | | | | 298,261 | |
Almacenes Exito SA - ADR * | | | 1,388 | | | | 8,117 | |
ANTA Sports Products Ltd. | | | 12,561 | | | | 141,603 | |
Associated British Foods PLC | | | 1,593 | | | | 40,127 | |
Astra International Tbk PT - ADR | | | 3,615 | | | | 30,746 | |
Cie Financiere Richemont SA - ADR | | | 12,160 | | | | 171,942 | |
Fast Retailing Co. Ltd. | | | 441 | | | | 101,170 | |
H & M Hennes & Mauritz AB - Class B | | | 6,863 | | | | 104,784 | |
Industria de Diseno Textil SA | | | 3,052 | | | | 116,926 | |
Jardine Cycle & Carriage Ltd. | | | 4,000 | | | | 98,835 | |
JD Sports Fashion PLC | | | 804,177 | | | | 1,476,068 | |
| | Number of Shares | | | Value | |
Retail — (Continued) |
McDonald’s Holdings Co. Japan Ltd. | | | 2,600 | | | $ | 103,467 | |
Next PLC | | | 952 | | | | 84,137 | |
Pan Pacific International Holdings Corp. | | | 1,500 | | | | 29,888 | |
PriceSmart, Inc. | | | 3,254 | | | | 258,628 | |
Raia Drogasil SA | | | 79,208 | | | | 444,821 | |
Restaurant Brands International, Inc. | | | 3,260 | | | | 226,407 | |
Shanghai Pharmaceuticals Holding Co. Ltd. | | | 39,800 | | | | 65,437 | |
Sundrug Co. Ltd. | | | 24,100 | | | | 712,392 | |
The Swatch Group AG | | | 4,059 | | | | 1,139,525 | |
Tsuruha Holdings, Inc. | | | 29,200 | | | | 2,136,326 | |
USS Co. Ltd. | | | 1,700 | | | | 29,686 | |
Wal-Mart de Mexico SAB de CV - SP ADR | | | 1,815 | | | | 71,402 | |
WH Smith PLC | | | 92,456 | | | | 1,714,191 | |
Yum China Holdings, Inc. | | | 10,203 | | | | 547,799 | |
| | | | | | | 10,152,685 | |
Semiconductors — 6.9% | | | | | | | | |
ASE Technology Holding Co. Ltd. - ADR | | | 6,033 | | | | 49,591 | |
ASM International NV | | | 3,199 | | | | 1,539,903 | |
ASML Holding NV | | | 2,203 | | | | 1,448,537 | |
ASML Holding NV - ADR | | | 1,129 | | | | 745,738 | |
BE Semiconductor Industries NV | | | 4,953 | | | | 568,531 | |
Disco Corp. | | | 2,600 | | | | 513,875 | |
eMemory Technology, Inc. | | | 8,000 | | | | 453,198 | |
Globalwafers Co. Ltd. | | | 3,000 | | | | 43,083 | |
Hamamatsu Photonics KK | | | 800 | | | | 37,015 | |
King Yuan Electronics Co. Ltd. | | | 130,000 | | | | 312,564 | |
MediaTek, Inc. | | | 10,000 | | | | 220,535 | |
Renesas Electronics Corp. * | | | 104,300 | | | | 1,737,604 | |
Rohm Co. Ltd. | | | 40 | | | | 3,336 | |
Samsung Electronics Co. Ltd. | | | 182,461 | | | | 9,228,193 | |
SK Hynix, Inc. | | | 16,741 | | | | 1,539,338 | |
STMicroelectronics NV | | | 31,229 | | | | 1,473,846 | |
SUMCO Corp. | | | 34 | | | | 454 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 289,122 | | | | 4,967,971 | |
Taiwan Semiconductor Manufacturing Co. Ltd. - SP ADR | | | 61,474 | | | | 5,752,122 | |
Tokyo Electron Ltd. | | | 1,200 | | | | 178,231 | |
Tokyo Electron Ltd. - ADR | | | 1,572 | | | | 116,800 | |
United Microelectronics Corp. - SP ADR | | | 36,418 | | | | 261,117 | |
| | | | | | | 31,191,582 | |
Software — 1.3% | | | | | | | | |
Dassault Systemes SE | | | 2,375 | | | | 94,123 | |
The accompanying notes are an integral part of the financial statements.
14
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Software — (Continued) |
Dassault Systemes SE - SP ADR | | | 2,450 | | | $ | 97,535 | |
Descartes Systems Group, Inc. * | | | 410 | | | | 30,734 | |
Kaspi.KZ JSC - GDR | | | 9,277 | | | | 944,399 | |
Kingsoft Corp. Ltd. | | | 21,000 | | | | 83,705 | |
Konami Group Corp. | | | 500 | | | | 29,015 | |
NetEase, Inc. - ADR | | | 78,700 | | | | 1,630,464 | |
NetEase, Inc. - ADR | | | 2,660 | | | | 275,257 | |
Nexon Co. Ltd. | | | 2,300 | | | | 46,661 | |
SAP SE - SP ADR | | | 3,821 | | | | 533,756 | |
SimCorp A/S | | | 20,641 | | | | 2,194,671 | |
TeamViewer SE - ADR * | | | 4,442 | | | | 41,266 | |
| | | | | | | 6,001,586 | |
Telecommunications — 2.3% | | | | | | | | |
Accton Technology Corp. | | | 33,000 | | | | 492,173 | |
America Movil SAB de CV - ADR | | | 26,897 | | | | 515,615 | |
BCE, Inc. | | | 5,954 | | | | 252,152 | |
Bharti Airtel Ltd. | | | 34,639 | | | | 358,134 | |
Chunghwa Telecom Co. Ltd. | | | 81,000 | | | | 295,314 | |
Chunghwa Telecom Co. Ltd. - SP ADR | | | 4,171 | | | | 151,950 | |
Deutsche Telekom AG | | | 1,461 | | | | 31,271 | |
Deutsche Telekom AG - SP ADR | | | 5,690 | | | | 121,709 | |
Elisa OYJ | | | 1,238 | | | | 60,775 | |
GDS Holdings Ltd. - ADR * | | | 5,564 | | | | 66,545 | |
Hellenic Telecommunications Organization SA | | | 57,964 | | | | 866,229 | |
Hikari Tsushin, Inc. | | | 200 | | | | 33,273 | |
KDDI Corp. | | | 189,948 | | | | 5,646,667 | |
Millicom International Cellular SA - SDR * | | | 116 | | | | 1,845 | |
MTN Group Ltd. | | | 23,254 | | | | 148,156 | |
Nice Ltd. - SP ADR * | | | 288 | | | | 56,102 | |
Nippon Telegraph & Telephone Corp. | | | 75,000 | | | | 86,598 | |
Nippon Telegraph & Telephone Corp. - ADR | | | 984 | | | | 28,349 | |
Nokia OYJ - SP ADR | | | 12,708 | | | | 50,705 | |
Orange SA | | | 4,154 | | | | 46,636 | |
PLDT, Inc. - SP ADR | | | 5,419 | | | | 110,602 | |
Singapore Telecommunications Ltd. | | | 60,600 | | | | 106,477 | |
SK Telecom Co. Ltd. - SP ADR | | | 1 | | | | 20 | |
Swisscom AG | | | 251 | | | | 152,831 | |
Telefonica Brasil SA - ADR | | | 38,091 | | | | 321,488 | |
Telefonica SA | | | 9,725 | | | | 40,297 | |
Telkom Indonesia Persero Tbk PT - ADR | | | 3,467 | | | | 84,144 | |
Turkcell Iletisim Hizmetleri AS - ADR | | | 15,018 | | | | 78,995 | |
| | | | | | | 10,205,052 | |
| | Number of Shares | | | Value | |
Textiles — 0.1% | | | | | | | | |
SLC Agricola SA | | | 57,905 | | | $ | 472,403 | |
Bandai Namco Holdings, Inc. | | | 2,400 | | | | 55,673 | |
Nintendo Co. Ltd. | | | 700 | | | | 30,014 | |
Nintendo Co. Ltd. - ADR | | | 5,760 | | | | 61,459 | |
| | | | | | | 619,549 | |
Transportation — 0.9% | | | | | | | | |
Canadian National Railway Co. | | | 3,433 | | | | 386,590 | |
Canadian Pacific Kansas City Ltd. | | | 2,535 | | | | 201,228 | |
Central Japan Railway Co. | | | 700 | | | | 89,754 | |
DHL Group - ADR | | | 1,603 | | | | 74,828 | |
DSV A/S | | | 9,318 | | | | 1,769,484 | |
DSV A/S - ADR | | | 826 | | | | 78,487 | |
East Japan Railway Co. | | | 1,500 | | | | 84,809 | |
Getlink SE | | | 1,582 | | | | 26,479 | |
Keio Corp. | | | 800 | | | | 27,681 | |
Keisei Electric Railway Co. Ltd. | | | 1,000 | | | | 38,292 | |
Kintetsu Group Holdings Co. Ltd. | | | 800 | | | | 25,322 | |
Kuehne + Nagel International AG | | | 101 | | | | 30,345 | |
Mitsui OSK Lines Ltd. | | | 9,000 | | | | 249,217 | |
NIPPON EXPRESS HOLDINGS, Inc. | | | 500 | | | | 25,965 | |
Odakyu Electric Railway Co. Ltd. | | | 2,200 | | | | 32,713 | |
Qatar Gas Transport Co. Ltd. | | | 296,732 | | | | 302,006 | |
Rumo SA | | | 84,500 | | | | 380,349 | |
SG Holdings Co. Ltd. | | | 3,200 | | | | 46,224 | |
Tobu Railway Co. Ltd. | | | 2,100 | | | | 57,570 | |
West Japan Railway Co. | | | 1,300 | | | | 56,282 | |
ZTO Express Cayman, Inc. - ADR | | | 1,247 | | | | 31,350 | |
| | | | | | | 4,014,975 | |
Water — 0.0% | | | | | | | | |
Cia de Saneamento Basico do Estado de Sao Paulo - ADR | | | 4,592 | | | | 53,267 | |
Guangdong Investment Ltd. | | | 30,000 | | | | 23,419 | |
| | | | | | | 76,686 | |
TOTAL COMMON STOCKS (COST $367,441,747) | | | | | | | 411,202,466 | |
| | | | | | | | |
EXCHANGE TRADED FUNDS — 0.5% | | | | |
Diversified Financial Services — 0.5% | | | | |
iShares MSCI Saudi Arabia ETF | | | 57,047 | | | | 2,333,222 | |
TOTAL EXCHANGE TRADED FUNDS (COST $2,266,605) | | | | | | | 2,333,222 | |
| | | | | | | | |
PREFERRED STOCKS — 0.1% | | | | | | | | |
Auto Manufacturers — 0.0% | | | | | | | | |
Porsche Automobil Holding SE, 5.159% | | | 851 | | | $ | 45,645 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
15
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Concluded)
AUGUST 31, 2023
| | Number of Shares | | | Value | |
Banks — 0.1% | | | | | | | | |
Banco Bradesco SA - ADR, 6.406% | | | 44,550 | | | $ | 133,204 | |
Bancolombia SA - SP ADR, 9.503% | | | 1,414 | | | | 37,754 | |
| | | | | | | 170,958 | |
Cosmetics/Personal Care — 0.0% | | | | |
LG H&H Co. Ltd., 2.096% | | | 171 | | | | 24,723 | |
TOTAL PREFERRED STOCKS (COST $267,127) | | | | | | | 241,326 | |
| | Number of Shares (000’s) | | | | | |
SHORT-TERM INVESTMENTS — 7.7% | | | | |
Money Market Funds — 7.7% | | | | | | | | |
First American Treasury Obligations Fund - Class X, 5.26% (b) | | | 34,954 | | | | 34,953,773 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(COST $34,953,773) | | | | | | | 34,953,773 | |
| | | | | | | | |
TOTAL INVESTMENTS | | | | | | | | |
(COST $404,929,252) — 99.4% | | | | | | | 448,730,787 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.6% | | | | | | | 2,866,141 | |
NET ASSETS — 100.0% | | | | | | $ | 451,596,928 | |
* | 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, 2023, total market value of Rule 144A securities is $4,403,966 and represents 0.98% of net assets. |
(b) | The rate shown is as of August 31, 2023. |
‡ | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $20 or 0.00% of net assets. |
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 |
SDR | Swedish Dopository Receipt |
The accompanying notes are an integral part of the financial statements.
16
AQUARIUS INTERNATIONAL FUND
STATEMENT of Assets and Liabilities
AUGUST 31, 2023
ASSETS | | | | |
Investments, at value (cost $369,975,479) | | $ | 413,777,014 | |
Short-term investments, at value (cost $34,953,773) | | | 34,953,773 | |
Foreign currency at value (cost $398,975) | | | 318,381 | |
Receivables for: | | | | |
Dividends | | | 1,875,367 | |
Investments sold | | | 1,585,282 | |
Capital shares sold | | | 374,614 | |
Prepaid expenses and other assets | | | 37,269 | |
Total assets | | $ | 452,921,700 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 954,537 | |
Capital shares redeemed | | | 60,060 | |
Sub-advisory fees | | | 184,982 | |
Other accrued expenses and liabilities | | | 125,193 | |
Total liabilities | | | 1,324,772 | |
Net assets | | $ | 451,596,928 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 43,918 | |
Paid-in capital | | | 437,036,364 | |
Total distributable earnings/(loss) | | | 14,516,646 | |
Net assets | | $ | 451,596,928 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 451,596,928 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 43,918,319 | |
Net asset value, offering and redemption price per share | | $ | 10.28 | |
The accompanying notes are an integral part of the financial statements.
17
AQUARIUS INTERNATIONAL FUND
Statement of Operations
AUGUST 31, 2023
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $1,194,506) | | $ | 11,433,120 | |
Total investment income | | | 11,433,120 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 1,885,147 | |
Custodian fees (Note 2) | | | 290,238 | |
Administration and accounting services fees (Note 2) | | | 218,335 | |
Transfer agent fees (Note 2) | | | 58,605 | |
Director fees | | | 46,038 | |
Audit fees | | | 41,819 | |
Officer fees | | | 39,956 | |
Legal fees | | | 35,697 | |
Registration and filing fees | | | 19,819 | |
Printing and shareholder reporting fees | | | 5,715 | |
Other expenses | | | 151,614 | |
Total expenses | | | 2,792,983 | |
Net investment income/(loss) | | | 8,640,137 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized Gain (Loss) on: | | | | |
Investments | | | (13,769,535 | ) |
Foreign Currency Transactions | | | (335,973 | ) |
Net realized Gain (Loss) | | | (14,105,508 | ) |
Net Change in Unrealized Appreciation (Depreciation) on: | | | | |
Investments | | | 49,694,549 | |
Foreign Currency Transactions | | | (17,774 | ) |
Net Change in Unrealized Appreciation (Depreciation) | | | 49,676,775 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 44,211,404 | |
The accompanying notes are an integral part of the financial statements.
18
AQUARIUS INTERNATIONAL FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 8,640,137 | | | $ | 5,581,660 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | (14,105,508 | ) | | | (12,646,664 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 49,676,775 | | | | (83,378,012 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 44,211,404 | | | | (90,443,016 | ) |
| | | | | | | | |
DIVIDEND AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (4,179,382 | ) | | | (5,072,140 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (4,179,382 | ) | | | (5,072,140 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 88,275,263 | | | | 89,693,476 | |
Reinvestment of distributions | | | 3,505,305 | | | | 4,234,119 | |
Shares redeemed | | | (35,881,611 | ) | | | (25,570,223 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 55,898,957 | | | | 68,357,372 | |
Total increase/(decrease) in net assets | | | 95,930,979 | | | | (27,157,784 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 355,665,949 | | | | 382,823,733 | |
End of period | | $ | 451,596,928 | | | $ | 355,665,949 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 8,971,636 | | | | 8,416,052 | |
Shares reinvested | | | 366,281 | | | | 363,131 | |
Shares redeemed | | | (3,684,160 | ) | | | (2,483,280 | ) |
Net increase/(decrease) in shares | | | 5,653,757 | | | | 6,295,903 | |
The accompanying notes are an integral part of the financial statements.
19
AQUARIUS INTERNATIONAL FUND
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.29 | | | $ | 11.97 | | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | |
Net investment income/(loss)(1) | | | 0.21 | | | | 0.16 | | | | 0.12 | | | | 0.12 | | | | 0.14 | |
Net realized and unrealized gain/(loss) from investments | | | 0.89 | | | | (2.69 | ) | | | 2.00 | | | | 0.67 | | | | (0.35 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.10 | | | | (2.53 | ) | | | 2.12 | �� | | | 0.79 | | | | (0.21 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.11 | ) | | | (0.15 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) |
Total dividends and distributions to shareholders | | | (0.11 | ) | | | (0.15 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) |
Net asset value, end of period | | $ | 10.28 | | | $ | 9.29 | | | $ | 11.97 | | | $ | 9.93 | | | $ | 9.27 | |
Total investment return/(loss)(2) | | | 11.89 | % | | | (21.38 | )% | | | 21.46 | % | | | 8.61 | % | | | (2.12 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s) | | $ | 451,597 | | | $ | 355,666 | | | $ | 382,824 | | | $ | 278,956 | | | $ | 163,375 | |
Ratio of expenses to average net assets | | | 0.70 | % | | | 0.73 | % | | | 0.75 | % | | | 0.75 | % | | | 0.94 | % |
Ratio of net investment income/(loss) to average net assets | | | 2.16 | % | | | 1.48 | % | | | 1.08 | % | | | 1.24 | % | | | 1.56 | % |
Portfolio turnover rate | | | 78 | % | | | 52 | % | | | 48 | % | | | 55 | % | | | 81 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
20
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2023
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 complex 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 fifty-three 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 91.523 billion shares are currently classified into two hundred and twenty-two 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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 by the Adviser, as Valuation Designee, 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 Valuation Designee 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 Valuation Designee 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, 2023
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 current fiscal period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 411,202,466 | | | $ | 100,667,610 | | | $ | 310,534,836 | | | $ | 20 | |
Exchange Traded Funds | | | 2,333,222 | | | | 2,333,222 | | | | — | | | | — | |
Preferred Stocks | | | 241,326 | | | | 170,958 | | | | 70,368 | | | | — | |
Short-Term Investments | | | 34,953,773 | | | | 34,953,773 | | | | — | | | | — | |
Total Investments* | | $ | 448,730,787 | | | $ | 138,125,563 | | | $ | 310,605,204 | | | $ | 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, 2023
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 (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, 2023
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.
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, Boston Partners Global Investors, Inc. (“Boston Partners”), Driehaus Capital Management, LLC, Mawer Investment Management, Ltd. and Setanta Asset Management Limited (“Setanta”) each served as an investment sub-adviser (“Sub-Adviser”) to the Fund during the current fiscal period. Effective as of the close of business on March 31, 2023, Boston Partners was appointed as a Sub-Adviser to the Fund and Setanta was terminated as a Sub-Adviser to the Fund.
The Fund is managed by the Adviser and one or more Sub-Advisers unaffiliated with the Adviser. The Adviser also has the ultimate responsibility to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Adviser has an investment team that is jointly responsible for the day-to-day management of the Fund. The Sub-Advisers provide investment advisory services to the portion of the Fund’s portfolio allocated to them by the Adviser. The Adviser and the Company on behalf of 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 sub-advised 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 $1,885,147, or the rate of 0.47%.
24
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2023
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 $127,517.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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. 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 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 |
$346,283,194 | $279,522,466 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. FEDERAL INCOME TAX INFORMATION
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
25
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2023
As of August 31, 2023, 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) |
$411,502,982 | $62,316,420 | $(24,686,113) | $37,630,307 |
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, 2023, primarily attributed to foreign currency. There were no permanent differences between distributable earnings/(loss) and paid in capital.
As of August 31, 2023, 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 |
$8,154,256 | $— | $(31,267,917) | $37,630,307 | $— |
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, 2023 and August 31, 2022 was as follows:
| | | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
| | 2023 | | | $ | 4,179,382 | | | $ | — | | | $ | 4,179,382 | |
| | 2022 | | | $ | 5,072,140 | | | $ | — | | | $ | 5,072,140 | |
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023.
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, 2023, the Fund had short-term capital loss carryforwards of $24,233,237 and long-term carryforwards of $7,034,680.
26
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
AUGUST 31, 2023
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
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, 2023, the related statement of operations for the year ended August 31, 2023, the statement of changes in net assets for each of the two years in the period ended August 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2023 (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, 2023, 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, 2023 and the financial highlights for each of the five years in the period ended August 31, 2023 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, 2023 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 24, 2023
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$4,179,382 | $— |
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, 2023 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Aquarius International Fund | 95.16% |
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 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 2024.
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 $1,160,538 and earned $10,819,706 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 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 filings are available on the SEC’s 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, and Mawer Investment Management, Ltd. (collectively, the “Sub-Advisers”) (together, the “Sub-Advisory Agreements”), at a meeting of the Board held on May 16-17, 2023 (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 among the Company, 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. The Directors reviewed these materials with management of Altair, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of Altair or the Sub-Advisers were present. 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 Fuse Research Network, LLC comparing the Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by 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, noting that the Fund had outperformed its benchmark, the MSCI ACWI ex USA Gross Index, for the one-year period ended March 31, 2023, and underperformed its benchmark for the three-month and three-year periods ended March 31, 2023. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return outperformed the median of its Peer Group for the one-year period ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, three-year and since-inception periods ended December 31, 2022.
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 ratios were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that both the Fund’s net advisory fee and total net expenses were below the median and in the 1st quintile (least expensive) of its Peer 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 reimbursement to be made 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, 2024.
APPROVAL OF SUB-ADVISORY AGREEMENT WITH BOSTON PARTNERS
As required by the 1940 Act, the Board, including all of the Independent Directors, considered the approval of a new sub-advisory agreement among Altair, the Company, on behalf of the Fund, and Boston Partners (the “Boston Partners Sub-Advisory Agreement”) at a special meeting of the Board held on March 29, 2023 (the “Special Meeting”). At the Special Meeting, the Board, including all of the Independent Directors, approved the Sub-Advisory Agreement for an initial period ending August 16, 2024. The Board’s decision to approve the Boston Partners Sub-Advisory Agreement reflects the exercise of its business judgment. In approving the Boston Partners Sub-Advisory Agreement, the Board considered information provided by Altair and Boston Partners, with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the Boston Partners Sub-Advisory Agreement, the Board took into account all materials provided prior to and during the Special Meeting and at other meetings throughout the past year, the presentations made during the Special Meeting, and the discussions held during the Special Meeting. Among other things, the Board considered (i) the nature, extent, and quality of services to be provided to the Fund by Boston Partners; (ii) descriptions of the experience and qualifications of the 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; (vi) Boston Partners’ sub-advisory fee arrangements with Altair and other similarly managed clients, as applicable; (vii) Boston Partners’ compliance procedures; (viii) Boston Partners’ financial information and insurance coverage; and (ix) information regarding the performance record of other accounts with similar investment strategies managed by Boston Partners.
The Board also considered the fees payable to Boston Partners under the proposed Boston Partners Sub-Advisory Agreement and the services to be provided by Boston Partners.
The Board, having requested and received such information as it believed reasonably necessary to evaluate the terms of the proposed Boston Partners Sub-Advisory Agreement with respect to the Fund, concluded that the sub-advisory fees to be paid by the Fund to Boston Partners were fair and reasonable and that the Boston Partners Sub-Advisory Agreement should be approved for an initial period ending August 16, 2024.
31
AQUARIUS INTERNATIONAL FUND
Other Information (Unaudited) (CONCLUDED)
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 January 1, 2022 to December 31, 2022 (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.
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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 (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 During the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 63 | 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 During the Past 5 Years |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75
| Chair Director | 2005 to present 1991 to present | Retired. | 63 | 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 During the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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 During 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: 60 | 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: 63
| 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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 (an investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
36
AQUARIUS INTERNATIONAL 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 During the Past 5 Years |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series of the Company (53 portfolios) and The RBB Fund Trust (10 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, banking and investment services industry, including service on the boards of public companies, 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.
37
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 |
38
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. |
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Investment Adviser
Altair Advisers, LLC
303 West Madison Street, Suite 600
Chicago, IL 60606
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
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-AR23
Boston Partners Investment Funds
of The RBB Fund, Inc.
Annual Report
August 31, 2023
Boston Partners All-Cap Value Fund
Boston Partners Small Cap Value Fund II
WPG Partners Select Small Cap Value Fund
WPG Partners Small Cap Value Diversified Fund
(formerly 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,
Despite seven additional rate hikes by the Federal Reserve (“Fed”) that raised the targeted Fed Funds rate from 2.25% to 5.25% and a -3.87% year-over-year drop in earnings per share, the S&P 500 rebounded during the fiscal year ended August 31, 2023 with a gain of +15.92% on a total return basis. Aiding the return was an expansion of forward price/earnings multiples that started the period at 16.6X and ended at 18.9X the expected index earnings for over the next twelve months.
Over the course of the year, initial expectations of an imminent recession gradually gave way to the notion that a “soft-landing” or even “no landing” were the most likely scenarios for the U.S. economy, given the resilience of the U.S. consumer, progress made by the Fed on quelling headline inflation and the belief that the U.S. would remain insulated from overall weak global growth. Given this “Goldilocks” backdrop, the futures market began to price in a policy reversal by the Fed starting as early as Q1 2024, though the Fed has given no indication of that happening.
Returns
Nine of the eleven sectors that comprise the S&P 500 posted gains for the one-year period ended in August, led by Information Technology (+33.33%) and Communication Services (+25.76%) which together accounted for 64% of the overall return for the S&P 500.
Three stocks dominated the performance of the Technology sector: Apple, Microsoft and NVIDIA which collectively accounted for 68% of the sector’s overall performance. Likewise for Communication Services where two stocks Alphabet (Google) and Meta Platforms (Facebook) contributed 86% of the sectors’ return.
The two sectors posting losses for the period are considered to be bond surrogates, Utilities at -12.65% and Real Estate at -8.15%, as interest rates rose by an average of 0.98% across Treasury securities with maturities ranging from 2 to 30-years in length. That led to a -1.19% loss for the Bloomberg U.S. Aggregate Bond Index and a -2.07% loss for the Bloomberg Treasury Master Index over the period.
Returns for risk characteristics were mixed over the period, as the highest beta quintile of the S&P 500 handedly outperformed the lowest beta quintile, +29.8% to -0.12%, but stocks considered to be high quality (rated “B+” or higher by Standard & Poor’s) beat low quality (“B” or lower) +15.39% to +14.99% and the Russell 2000 Index of small-cap stocks lagged the Russell 1000 Index of large-cap stocks, +4.65% to +15.40%.
The dominance of a handful of TMT stocks (telecom, media, technology) which are both high-beta and high-quality, were responsible for the varied performance. For example, NVIDIA is rated “A-” in quality by Standard & Poor’s but carries a beta of 1.66, meaning it is 66% more volatile than the S&P 500.
In terms of style, value lagged growth over the period by an average of -8.43% across the Russell 1000, Russell Mid-Cap and Russell 2000 capitalization ranges, though the largest disparity was found in the large-cap space as the Russell 1000 Growth Index returned +21.94% to the +8.59% gain generated by the Russell 1000 Value Index. Most of this return disparity can be linked to the performance of the so-called “Magnificent Seven” (Google, Facebook, Amazon, Tesla, Apple, Microsoft, NVIDIA) which collectively produced a cap-weighted return of +14.95% that contributed to 68% of the overall return generated by the Russell 1000 Growth Index. Without the contribution of those seven stocks, the return for the Russell 1000 Growth Index would have been +7.01%.
Returns for developed market international stocks were mixed over the period, as the MSCI EAFE Index lagged the S&P 500 with a return of +14.69% in local currency terms, but outpaced the S&P 500 in U.S. dollar terms at +18.55% as the DXY Index (U.S. Dollar Index) of the dollars appreciation/depreciation versus a basket of foreign currencies (the Euro, Swiss Franc, Japanese yen, Canadian dollar, British pound, and Swedish krona) fell by -4.74% over the period, adding to the EAFE return in $USD.
Emerging market stocks lagged the S&P 500 in both local currencies (+2.96%) and in dollar terms (+1.69%) largely due to weakness in Chinese stocks which fell by -12.92% on growing concerns over the country’s Real Estate sector and by countries with large exposure to industrial commodity exports.
Looking Ahead
Evidence of “good news is bad news” can be found by observing the correlation between stock prices and the yield changes of the 10-year Treasury. With economic releases routinely beating consensus estimates, interest rates have been rising which has been pressuring stock prices as of late. The correlation between the price level of the S&P 500 and the yield of the 10-Year Treasury now stands at -.81, where 1.0 equals perfect positive corelation and -1.0 equals perfect negative correlation. The -.81 is an indication that economic growth is too strong. This has also affected the futures market, where earlier in the year Fed Funds futures had been indicating rate cuts of upwards of 110 basis points in the first half of 2024 by the Fed, but now are pricing only 35 basis points of Fed rate cuts in the first half of 2024.
The decline in expected rate cuts was also augmented by comments made by Jerome Powell at the Jackson Hole Summit this past August where he stated: “Good morning. At last year’s Jackson Hole symposium, I delivered a brief, direct message. My remarks this year will be a bit longer, but the message is the same: It is the Fed’s job to bring inflation down to our 2 percent goal, and we will do so. We have tightened policy significantly over the past year. Although inflation has moved down from its peak—a welcome development—it remains too high. We are prepared to raise rates further if appropriate and intend to hold policy at a restrictive level until we are confident that inflation is moving sustainably down toward our objective.,” i.e., higher for longer.
Annual Report 2023 | 1
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY (concluded)
Inflation and employment remain the key macro-drivers for markets going forward. The Core Personal Expenditure Price Index (Core PCE) increased by 0.1% to 4.2% in its most recent release due to a combination of low base effects and high wage growth and remains well above the Fed’s 2% target. Employment, or should we say unemployment, at 3.8% as of this writing remains too low to have a meaningful impact on reducing wage pressure. Wages comprise about two-thirds of the Core PCE and are growing well north of 4% when they need to be at 3.5% or lower to be more consistent with inflation running between 2.0% to 2.5%.
With members of the Fed’s FOMC meeting in late September 2023, it will be interesting to see if their updates to the “dot plot,” the Summary of Economic Projections and statements reflect an ongoing concern that more hikes will be needed to reach their inflation target, though futures are pricing less than a 10% chance of any action at that meeting.
Market breadth, or lack thereof, continues to be a concern for investors as only 33% of the members of the S&P 500 beat the overall index return of +15.92% over the period versus an average beat rate of 55%. Many investors believe that a broader set of gains is necessary for the overall market to continue its advancement.
On a positive note, since WWII the S&P 500 has been up 17% (price) or more through August on a year-to-date basis just twelve times. In ten out of those twelve occurrences (83%), the S&P 500 has gone on to gain an average of +4.17% through the end of the calendar year.
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2023 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 Boston Partners Investment Funds. It may also be used as sales literature when preceded or accompanied by the current applicable 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 2023
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, 2023. The Fund generated a net return of 12.00% for its Institutional Class shares during the fiscal year, versus its Benchmark’s return of 8.21%.
During the fiscal year ended August 31, 2023, stock selection and sector allocation both contributed positively to relative returns. Positive stock selection was led by Consumer Discretionary, Technology, and Industrials. In Consumer Discretionary, high quality travel agency Booking Holdings added value as travel demand continued to rebound with no signs of waning. Mattress manufacturer Tempur Sealy also outperformed as investors focused on the company gaining share and managing margins well. In Technology, electronics manufacturing services company Jabil contributed positively to relative returns as outsourced manufacturing in various end markets continued to accelerate. Our position in Advanced Micro Devices benefited from its AI semiconductor business which is expected to see a significant increase in demand. Within Industrials, defense-related companies including Howmet Aerospace and BWX Technologies outperformed as the Russia-Ukraine conflict resulted in increased defense spending in the US and Europe. From a Sector allocation perspective, our overweight to Technology and Industrials and underweight to Utilities and Real Estate benefited relative returns during the fiscal year.
Stock selection within Materials, Health Care and Energy sectors detracted during the fiscal year. In Materials, agricultural chemical companies FMC Corporation and Corteva underperformed as drought and weather conditions impacted revenues. In Health Care, insurers Centene and UnitedHealth declined as investors became more concerned about reimbursement and price competition in Medicare Advantage. In Energy, not owning Exxon Mobil and Marathon Petroleum reduced relative performance during the fiscal year. From a sector allocation perspective, our overweight to Health Care and underweight to Communication Services negatively impacted relative returns.
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 Communication Services, we initiated a position in Activision, a gaming company. Activision has strong core franchises, attractive operating margins, good free cash flow generation, and favorable capital allocation. In the Technology sector, we added to our Cisco position. Cisco is seeing resilient customer spending and some easing of supply chain issues. We sold our position in Advanced Micro Devices on strength as the valuation exceeded our price target after getting swept up in the AI euphoria. In Financials, we eliminated our position in Huntington Bank. We expect net interest margins to be squeezed as future funding costs increase in the near term and worry that returns on equity for the industry will be depressed as regulators may insist on higher capital levels in the future.
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Johnson & Johnson | | 2.4 | % |
Bristol-Myers Squibb Co. | | 2.3 | % |
Alphabet, Inc., Class A | | 2.0 | % |
AbbVie, Inc. | | 1.8 | % |
Booking Holdings, Inc. | | 1.7 | % |
Sanofi - ADR | | 1.7 | % |
FleetCor Technologies, Inc. | | 1.7 | % |
JPMorgan Chase & Co. | | 1.7 | % |
Allegion PLC | | 1.6 | % |
Cisco Systems, Inc. | | 1.5 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 13.6 | |
P/B: Price/Book: | | 2.7 | |
Holdings: | | 119 | |
Weighted Average Market Capitalization (millions): | $110,373 | |
ROE: Return on Equity: | | 41.4 | % |
OROA: Operating Return on Operating Assets: | | 155.3 | % |
Looking ahead, we will continue to invest your Fund on a stock-by-stock basis within our three-circle framework of attractive valuation, sound fundamentals and a catalyst for improvement. We believe that the Fund’s valuation edge and quality advantage over the Benchmark has positioned it favorably for the longer term. We look forward to keeping you informed of the work we are doing on your Fund’s behalf.
Duilio Ramallo, CFA – Portfolio Manager
Boston Partners All-Cap Value Fund
Annual Report 2023 | 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 (Institutional Class) vs. Russell Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 12.00 | % | | | 7.71 | % | | | 10.27 | % | | | 0.86 | % | | | 0.80 | % |
Russell 3000® Value Index | | | 8.21 | % | | | 6.83 | % | | | 9.02 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 14.76 | % | | | 10.25 | % | | | 12.23 | % | | | 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. Boston Partners Global Investors, Inc. (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%: short sale dividend 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 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 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, as well as the expense limitation that is current in effect. 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 2023
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 (Investor Class) vs. Russell Indices
The chart assumes a hypothetical $10,000 initial investment in the Fund’s Investor Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 11.68 | % | | | 7.44 | % | | | 9.99 | % | | | 1.11 | % | | | 1.05 | % |
Russell 3000® Value Index | | | 8.21 | % | | | 6.83 | % | | | 9.02 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 14.76 | % | | | 10.25 | % | | | 12.23 | % | | | 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%: short sale dividend 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 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, as well as the expense limitation that is current in effect. 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 2023 | 5
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (unaudited)
Dear Shareholder,
The Boston Partners Small Cap Value II Fund’s (“Fund”) Institutional Class shares returned 7.17% (BPSIX) for the one-year period ended August 31, 2023, net of fees, outperforming the Russell 2000 Value Index (“Benchmark”), which returned 2.17%.
Sector allocation drove a majority of the relative outperformance in the one-year period, with positive contributions coming from all sectors. Notably, the Fund benefitted from overweight positions in Industrials and Information Technology, and underweight position in Health Care. Sector positioning is a result of our bottom-up stock selection methodology.
Stock selection contributed positively to relative performance, led by the Health Care, Information Technology, and Financials sectors. Health Care was the worst performing sector for the Benchmark in the period, and our underweight allocation combined with our strong stock selection contributed to nearly half the Fund’s overall outperformance versus the Benchmark. The Fund’s lack of exposure to the biotech industry and underweight exposure in the health care technology industry benefitted relative performance. In addition, holdings like Change Healthcare, R1 RCM, and PetIQ added value due to positive earnings results. Within Information Technology, electronic equipment holdings of Insight Enterprises and Belden rose on strong demand for software, cloud, and infrastructure solutions and end-market growth. Software companies AppLovin and InterDigital appreciated on better-than-expected operating results, and hardware company Super Micro Computer (“Super Micro”) rose on the Artificial Intelligence (AI) related demand that emerged in the first half of 2023. Super Micro configures unique hardware servers for specific high-demand specialized applications and has benefited from AI demand for computing power to train machine learning models. Within Financials, our position in capital markets company Evercore Inc. added value. It is the largest independent investment banking advisory firm with a capital light business model and, despite near-term weak revenue trends, Evercore Inc. is set up well for the next business cycle and early-stage activity is improving. The Fund’s underweight exposure to banks was another area of relative strength as many regional banks traded lower following the Silicon Valley Bank collapse in March 2023.
Conversely, stock selection detracted from the Fund’s relative performance in the Energy, Materials, and Communication Services sectors. In Energy, detractions came from not holding some oil and gas companies in the Benchmark, and from our position in services company National Energy Services Reunited Corp (“NESR”). NESR’s stock price fell after being delisted from the NASDAQ in April 2023 due to failure to file its form 20-F with the Securities and Exchange Commission. NESR’s management is in the process of restating its prior years’ financials and we believe these restatements will not have a material impact on our positive view of the company’s business fundamentals or momentum. We continue to hold the position and expect it to be re-listed by the end of the calendar year 2023. In the Materials sector, chemicals company Ingevity Corporation declined after cutting forward expectations due to continued customer inventory destocking, weakness in China autos and cost headwinds. We continue to hold the name as we believe medium to long term outlook remains robust. In the Communication Services sector, detractions came from media holdings Entravision
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Federal Agricultural Mortgage Corp., Class C | | 1.8 | % |
Belden, Inc. | | 1.6 | % |
Curtiss-Wright Corp. | | 1.6 | % |
SLM Corp. | | 1.6 | % |
Brink’s Co., (The) | | 1.5 | % |
Science Applications International Corp. | | 1.3 | % |
Laureate Education, Inc. | | 1.3 | % |
Haemonetics Corp. | | 1.2 | % |
Evercore, Inc., Class A | | 1.2 | % |
TEGNA, Inc. | | 1.1 | % |
| |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 11.7 | |
P/B: Price/Book: | | 1.9 | |
Holdings: | | 176 | |
Weighted Average Market Capitalization (millions): | | $2,788 | |
ROE: Return on Equity: | | 24.5 | % |
OROA: Operating Return on Operating Assets: | | 49.0 | % |
Communications, which declined as acquisition activity shifted the company’s margin profile in the near term, and Nextsar Media Group, which struggled on weaker revenue as political advertising declined as expected given election timing.
While rising interest rates and higher inflation have challenged markets during the fiscal year, we are encouraged that investors have valued corporate profitability, manageable debt levels and more reasonable valuations for stocks, and we found the opportunities to purchase stocks that fit our Three Circles investment thesis. For example, in the Financials sector we purchased FirstCash Holdings in the fourth quarter of 2022. This is the leading pawn shop operator in North America and continues to rebound post-COVID. It is a counter-cyclical business with solid profitability and attractive valuation. We also purchased Consumer Discretionary company Buckle Inc. as this denim focused apparel chain has produced stable margins over time even in difficult economic periods, which has resulted in very good long-term fundamentals, strong free cash flow, and good capital returns in the form of dividends and repurchases. Conversely, we have closed positions that no longer fit our investment thesis. We closed our position in Materials company Cabot Corporation due to lower prices which we believe will drive future earnings lower and struggling end markets as volume is tied to the automotive industry. We also closed our position in Super Micro following its rapid appreciation in the first half of 2023 once it exceeded our target price.
Regardless of the market environment, we strive to avoid expensive, unprofitable companies and believe 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 structure the Fund with better than market valuation, strong fundamentals and positive business momentum.
George Gumpert, CFA – Senior Portfolio Manager
Boston Partners Small Cap Value II Fund
6 | Annual Report 2023
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 (Institutional Class) vs. Russell Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 31, 2013 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, 2023
| | 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 | | | 7.17 | % | | | 4.58 | % | | | 7.70 | % | | | 1.02 | % | | | 0.99 | % |
Russell 2000® Value Index | | | 2.17 | % | | | 3.18 | % | | | 7.36 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 4.65 | % | | | 3.14 | % | | | 7.96 | % | | | 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%: short sale dividend 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 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 0.99% 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, as well as the expense limitation that is current in effect. 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 2023 | 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 (Investor Class) vs. Russell Indices
The chart assumes a hypothetical $10,000 initial investment in the Fund’s Investor Class shares made on August 31, 2013 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, 2023
| | 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 | | | 6.90 | % | | | 4.32 | % | | | 7.43 | % | | | 1.27 | % | | | 1.24 | % |
Russell 2000® Value Index | | | 2.17 | % | | | 3.18 | % | | | 7.36 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 4.65 | % | | | 3.14 | % | | | 7.96 | % | | | 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%: short sale dividend 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 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 1.24% 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, as well as the expense limitation that is current in effect. 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 2023
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SELECT SMALL CAP VALUE FUND (unaudited)
Dear Shareholder,
Despite market and economic choppiness, WPG Partners Select Small Cap Value Fund (the “Fund”) continued to outperform based on our repeatable process. For the Fiscal Year ended August 2023, the Russell 2000 Value Index (the “Benchmark”) achieved a 2.17% return. During this period, the Fund outperformed its Benchmark by approximately 2,377bps, with the outperformance due to security selection and sector allocation. The Fund benefitted from positions in Maxar Technologies, AIMC, LLC and Rambus Inc. while Pacira BioSciences and SM Energy Company detracted from performance.
The technology sector buoyed the markets at the end of 2022 and continued into the first quarter of the 2023 calendar year. However, in March 2023, the regional banking sector’s weakness dampened investor sentiment, raising concerns about credit availability and the economic outlook. A study conducted by USC researchers, published on March 13, 2023, showed that the median regional bank is operating at just 0.4% equity to assets compared to 10% equity/assets in 2022 if all loans and securities were marked to market. While we don’t expect broad-based insolvency, it is worth noting just one area where the rapid rise in interest rates is proving difficult to navigate.
The next sector on top of investor concerns is commercial real estate. Fundamentally, one of the significant trends that may impact commercial real estate is the continued shift towards remote work, which has led to reduced demand for office space in many areas. As companies adapt to hybrid or fully remote work models, there may be a decline in the need for traditional office space, which could impact vacancy rates and rental rates. As of year-end 2022, delinquency rates on commercial real estate at banks was just 0.68% with capitalization rates ranging from a low of 3.0% on industrial properties to a higher of 4.8% on retail properties according to the National Center for Real Estate Investment Fiduciaries. We note that the average office capitalization rate was 4.3%, in contrast with the US 2 Year Treasury rate of 4.9% as of August 31, 2023.
Adding to the list of worries are a slower “re-open” in China and continued Russia/Ukraine conflicts. Nevertheless, these times of uncertainty are when active investors can provide the most value to clients, and we are pleased to report that the Fund outperformed the Benchmark in a down market again. As we look ahead to the next fiscal year, we see tighter financial conditions, a looming commercial real estate maturity wall, and ongoing changes related to the COVID pandemic. We have designed our investment process to avoid secularly challenged sectors while taking advantage of increasingly attractive prices for stocks with vastly improved fundamentals.
More recently, uncertainty and “hidden” volatility has marked 2023. As was well reported, six stocks (Apple, Tesla, NVIDIA, Microsoft, Amazon and Facebook) accounted for the majority of the S&P 500 returns in Q2 2023. Calendar year-to-date as of August 31, 2023, stock returns have seen the narrowest breadth on record, with the equal-weighted S&P 500 lagging it’s market-weighted counter-part by 994bps. Over the fiscal year small caps underperformed, reflected by the Benchmark lagging the S&P 500 by 1421 bps. In terms of style, growth has outperformed value as during the fiscal year the Russell 2000 Growth Index outperformed its value counterpart by 617 bps.
A lot of the recent performance can be attributed to the Artificial Intelligence/Machine Learning (“AI/ML”) craze, which took the
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
TreeHouse Foods, Inc. | | 5.0 | % |
Tronox Holdings PLC | | 5.0 | % |
Kemper Corp. | | 4.7 | % |
Enovis Corp. | | 4.4 | % |
Arcosa, Inc. | | 4.0 | % |
Equity Commonwealth | | 3.4 | % |
Air Lease Corp. | | 2.8 | % |
Kosmos Energy Ltd. | | 2.7 | % |
Vimeo, Inc. | | 2.5 | % |
Getty Realty Corp. | | 2.5 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 13.5 | |
P/B: Price/Book: | | 1.4 | |
Holdings: | | 45 | |
Weighted Average Market Capitalization (millions): | | $2,687 | |
ROE: Return on Equity: | | 5.4 | % |
OROA: Operating Return on Operating Assets: | | 16.1 | % |
market by storm after NVIDIA reported significantly better earnings than expected. We expect this theme to remain as a sustainable trend for years to come, but for many stocks it is too early to fully understand the long-term implications around unit economics and competitive viability. We believe the market’s rush to assign winners and losers may prove fleeting and erroneous. Excitedly, our work is beginning to unearth potential investments as we track how companies may benefit from AI/ML initiatives.
Inflation, interest rates, and the Federal Reserve (“Fed”) remain top-of-mind. Top economists and market pundits have reiterated their resounding drumbeats of a pending recession, but it has not yet emerged. Headline inflation continues to soften with oil and food price deflation, while core CPI remains elevated among a tight labor and housing market. The 2-10 year treasury curve is deeply inverted, yet employment remains resilient. The federal funds rate is 5.50% with potential for further increases – albeit we believe we are nearing the end of the hiking cycle.
We think it’s too early to ring the “all-clear,” but are steadfastly focused on finding idiosyncratic, high margin-of-safety small cap stocks with unparalleled risk-adjusted return profiles that will perform across different economic environments. We see multiple potential outcomes from the current economic environment and are open-minded to whichever plays out: (1) core inflation remains sticky, the Fed continues to raise rates, the credit markets break down, and a hard recession plays out; (2) core inflation cools on the back of a deflating housing market and lower commodity prices, employment remains resilient, the yield curve steepens with a higher 10-year and a lower 2-year reflecting “normalized” rates -> this would constitute the elusive “soft-landing;” (3) stagflation: core inflation remains sticky and rates increase, but the fed balance sheet provides buffer to the credit market such that nothing “breaks,” and we experience shallow recessions while market “excesses” continue to slowly unwind. In each of these scenarios, we believe our portfolio can outperform over a multi-year period.
We are grateful for your continued trust and confidence in our team, and we remain committed to providing you with the best possible investment advice and performance.
Sincerely,
Eric Gandhi, CFA – Portfolio Manager
WPG Partners Select Small Cap Value Fund
Annual Report 2023 | 9
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SELECT SMALL CAP VALUE FUND (unaudited) (concluded)
Comparison of Change in Value of $100,000 Investment in
WPG Partners Select Small Cap Value Fund (Institutional Class) vs. Russell 2000® Value Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares 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 Periods Ended August 31, 2023
| | 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) | | | 25.94 | % | | | n/a | | | | n/a | | | | 10.62 | % | | | 2.93 | % | | | 1.10 | % |
Russell 2000® Value Index | | | 2.17 | % | | | n/a | | | | n/a | | | | -6.34 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the fund was December 29, 2021. |
2 | Index Performance is from inception date of the Fund’s Institutional 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%: short sale dividend 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 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 1.10% 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, as well as the expense limitation that is current in effect. 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 2023
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL CAP VALUE DIVERSIFIED FUND (unaudited)
Dear Shareholder,
Despite market and economic choppiness, WPG Partners Small Cap Value Diversified Fund (the “Fund”) continued to outperform based on our repeatable process. For the fiscal year ended August 2023, the Russell 2000 Value Index (the “Benchmark”) achieved a 2.17% return. During this period, the Fund’s Institutional Class shares outperformed its Benchmark by approximately 912 bps, with the outperformance due to security selection and sector allocation. The Fund benefitted from positions in Maxar Technologies, AIMC, LLC and Rambus Inc. while First Foundation Inc. and HomeStreet, Inc. detracted from performance.
The technology sector buoyed the markets at the end of 2022 and continued into the first quarter of the 2023 calendar year. However, in March 2023, the regional banking sector’s weakness dampened investor sentiment, raising concerns about credit availability and the economic outlook. A study conducted by USC researchers, published on March 13, 2023, showed that the median regional bank is operating at just 0.4% equity to assets compared to 10% equity/assets in 2022 if all loans and securities were marked to market. While we don’t expect broad-based insolvency, it is worth noting just one area where the rapid rise in interest rates is proving difficult to navigate.
The next sector on top of investor concerns is commercial real estate. Fundamentally, one of the significant trends that may impact commercial real estate is the continued shift towards remote work, which has led to reduced demand for office space in many areas. As companies adapt to hybrid or fully remote work models, there may be a decline in the need for traditional office space, which could impact vacancy rates and rental rates. As of year-end 2022, delinquency rates on commercial real estate at banks was just 0.68% with capitalization rates ranging from a low of 3.0% on industrial properties to a higher of 4.8% on retail properties according to the National Center for Real Estate Investment Fiduciaries. We note that the average office capitalization rate was 4.3%, in contrast with the US 2 Year Treasury rate of 4.9% as of August 31, 2023.
Adding to the list of worries are a slower “re-open” in China and continued Russia/Ukraine conflicts. Nevertheless, these times of uncertainty are when active investors can provide the most value to clients, and we are pleased to report that the Fund outperformed the Benchmark in a down market again. As we look ahead to the next fiscal year, we see tighter financial conditions, a looming commercial real estate maturity wall, and ongoing changes related to the COVID pandemic. We have designed our investment process to avoid secularly challenged sectors while taking advantage of increasingly attractive prices for stocks with vastly improved fundamentals.
More recently, uncertainty and “hidden” volatility has marked 2023. As was well reported, six stocks (Apple, Tesla, NVIDIA, Microsoft, Amazon and Facebook) accounted for the majority of the S&P 500 returns in Q2 2023. Calendar year-to-date as of August 31, 2023, stock returns have seen the narrowest breadth on record, with the equal-weighted S&P 500 lagging it’s market-weighted counter-part by 994bps. Over the fiscal year small caps underper-formed, reflected by the Benchmark lagging the S&P 500 by 1421 bps. In terms of style, growth has outperformed value as during the fiscal year the Russell 2000 Growth index outperformed its value counterpart by 617 bps.
A lot of the recent performance can be attributed to the Artificial Intelligence/Machine Learning (“AI/ML”) craze, which took the market by storm after NVIDIA reported significantly better earnings than expected. We expect this theme to remain as a sustainable
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
TreeHouse Foods, Inc. | | 2.5 | % |
Kemper Corp. | | 2.4 | % |
Tronox Holdings PLC, Class A | | 2.2 | % |
Enovis Corp. | | 2.1 | % |
Arcosa, Inc. | | 2.0 | % |
Essent Group Ltd. | | 1.7 | % |
Sovos Brands, Inc. | | 1.7 | % |
LiveRamp Holdings, Inc. | | 1.7 | % |
KBR, Inc. | | 1.6 | % |
Scorpio Tankers, Inc. | | 1.5 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 12.8 | |
P/B: Price/Book: | | 1.5 | |
Holdings: | | 104 | |
Weighted Average Market Capitalization (millions): | | $3,441 | |
ROE: Return on Equity: | | 11.8 | % |
OROA: Operating Return on Operating Assets: | | 38.1 | % |
trend for years to come, but for many stocks it is too early to fully understand the long-term implications around unit economics and competitive viability. We believe the market’s rush to assign winners and losers may prove fleeting and erroneous. Excitedly, our work is beginning to unearth potential investments as we track how companies may benefit from AI/ML initiatives.
Inflation, interest rates, and the Federal Reserve (“Fed”) remain top-of-mind. Top economists and market pundits have reiterated their resounding drumbeats of a pending recession, but it has not yet emerged. Headline inflation continues to soften with oil and food price deflation, while core CPI remains elevated among a tight labor and housing market. The 2-10 year treasury curve is deeply inverted, yet employment remains resilient. The federal funds rate is 5.50% with potential for further increases – albeit we believe we are nearing the end of the hiking cycle.
We think it’s too early to ring the “all-clear,” but are steadfastly focused on finding idiosyncratic, high margin-of-safety small cap stocks with unparalleled risk-adjusted return profiles that will perform across different economic environments. We see multiple potential outcomes from the current economic environment and are open-minded to whichever plays out: (1) core inflation remains sticky, the Fed continues to raise rates, the credit markets break down, and a hard recession plays out; (2) core inflation cools on the back of a deflating housing market and lower commodity prices, employment remains resilient, the yield curve steepens with a higher 10-year and a lower 2-year reflecting “normalized” rates -> this would constitute the elusive “soft-landing;” (3) stagflation: core inflation remains sticky and rates increase, but the fed balance sheet provides buffer to the credit market such that nothing “breaks,” and we experience shallow recessions while market “excesses” continue to slowly unwind. In each of these scenarios, we believe our portfolio can outperform over a multi-year period.
We are grateful for your continued trust and confidence in our team, and we remain committed to providing you with the best possible investment advice and performance.
Sincerely,
Eric Gandhi, CFA, Gregory Weiss & Richard Shuster, CFA Portfolio Managers for the WPG Partners Small Cap Value Diversified Fund
Annual Report 2023 | 11
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL CAP VALUE DIVERSIFIED FUND (unaudited) (concluded)
Comparison of Change in Value of $100,000 Investment in
WPG Partners Small Cap Value Diversified Fund (Institutional Class) vs. Russell 2000® Value Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
WPG Partners Small Cap Value Diversified Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 11.29 | % | | | 6.95 | % | | | 5.93 | % | | | 1.26 | % | | | 1.10 | % |
Russell 2000® Value Index | | | 2.17 | % | | | 3.18 | % | | | 7.36 | % | | | 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%: short sale dividend 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 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 1.10% 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, as well as the expense limitation that is current in effect. 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 2023
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 (“Benchmark”) in the one-year period ended August 31, 2023. The Fund’s Institutional Class shares generated a net return of 17.71% versus the Benchmark return of 11.89%. The Fund’s ESG score ended the period with an aggregate reading of 58 (out of 100), in excess of the Benchmark’s 50 reading.
Stock selection was the primary driver of the Fund’s outperformance, notably in the Industrials and Consumer sectors. Within Industrials, the Fund benefited from exposure to the electrification and decarbonization theme through long-time holdings in Rexel and Siemens as well as newer name Mitsubishi Heavy Industries. In addition, European Aerospace & Defense names Rheinmetall and Airbus contributed to strong sector returns. Within Consumer Staples, grocer Koninklijke Ahold Delhaize enjoyed positive estimate revisions as it successfully countered high food and labor inflation with price increases and effective cost management. In Consumer Discretionary, Booking Holdings and Expedia Group contributed to Fund returns as online travel spending rebounded briskly from pandemic era retrenchment. Conversely, stock selection detracted in the Health Care and Materials sectors. Health Care services names had performed well in 2022 but momentum reversed in 2023 as holdings such as CVS Health and Humana faced pressure on their medical loss ratios due to larger than expected rebounds in elective procedures. In Materials, agricultural chemical providers Corteva and FMC Corporation lagged owing to adverse weather patterns and customer destocking.
Sector allocation was flat for the period, as positive contributions from our underweight positioning in Utilities and Real Estate were offset by negative contributions from our underweight positioning in Information Technology and overweight positioning in Financials. Real Estate and Utilities were hurt by their rate sensitive attributes while Information Technology led the market as investors flocked to high-growth names such as NVIDIA that do not fit within our investment criteria. Within Information Technology, we managed to find success with less expensive names such as Renesas Electronics, a Japanese chip maker focused on the undersupplied automotive and industrial end markets. We continue to be overweight in Financials as the US regional bank crisis in March 2023 caused names even in unaffected geographies to fall to valuations that price in overly pessimistic interest rate and credit scenarios.
Over the course of the period, we were provided ample opportunities to buy stocks possessing the positive momentum, high quality, attractive valuation, and good sustainability characteristics we require for inclusion in the Global Sustainability portfolio. One example in the Industrials sector is SPIE, a French multi-technical services contractor that derives two-thirds of its revenues from energy efficiency/transition activities such as HVAC upgrades, high voltage transmission line construction, and EV charging station installation. SPIE has achieved organic growth acceleration and margin increases over the past 18 months, exhibits strong fundamentals characterized by more than 100% free cash flow conversion, a robust balance sheet, and solid shareholder returns, and trades at an inexpensive valuation of 13x earnings. An example in the Technology sector is Dell Technologies, a provider of PC, server, and storage products. We entered the name at a
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
JPMorgan Chase & Co. | | 2.3 | % |
Sumitomo Mitsui Financial Group, Inc. | | 2.1 | % |
Koninklijke Ahold Delhaize NV | | 2.1 | % |
Alphabet, Inc., Class A | | 2.0 | % |
ING Groep NV | | 2.0 | % |
Airbus Group SE | | 2.0 | % |
Rexel SA | | 1.9 | % |
Mitsubishi Heavy Industries Ltd. | | 1.8 | % |
Keurig Dr Pepper, Inc. | | 1.8 | % |
ICON PLC | | 1.7 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 11.7 | |
P/B: Price/Book: | | 1.8 | |
Holdings: | | 91 | |
Weighted Average Market Capitalization (millions): | | $81,487 | |
ROE: Return on Equity: | | 25.6 | % |
OROA: Operating Return on Operating Assets: | | 108.4 | % |
cyclically advantageous time in the latter stages of the post-pandemic PC downcycle and were attracted by DELL’s very strong cash flow generation, improving capital return to shareholders, high management stock ownership, and 8x forward PE multiple. In other instances, we sold stocks when they no longer lived up to our Three Circles investment requirements. For example, we exited IHI Corp as emerging durability issues with the Geared Turbo Fan engine were denting momentum in its key Aero Engine, Space & Defense segment and exited Dollar General as execution mis-steps and repeated c-suite turnover impaired its formerly strong fundamentals.
In the face of macro uncertainty, we plan to stick to our knitting. We will continue to identify stocks with good momentum, quality fundamentals, cheap valuation, and attractive sustainability credentials to construct the sort of Three Circles portfolio that you’ve come to expect of Boston Partners. We look forward to updating you on our further progress going forward.
Soyoun Song – Portfolio Manager
Boston Partners Global Sustainability Fund
Annual Report 2023 | 13
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND (unaudited) (concluded)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Global Sustainability Fund (Institutional Class) vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares 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 Periods Ended August 31, 2023
| | 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) | | | 17.71 | % | | | n/a | | | | n/a | | | | 0.88 | % | | | 1.73 | % | | | 0.90 | % |
MSCI World Index - Net Return | | | 11.89 | % | | | n/a | | | | n/a | | | | -5.07 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the fund was December 29, 2021. |
2 | Index Performance is from inception date of the Fund’s Institutional 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%: short sale dividend 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 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 0.90% 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, as well as the expense limitation that is current in effect. 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 2023
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY FUND (unaudited)
Dear Shareholder,
The MSCI World Index Net (the “Index”) returned +15.60% during the fiscal year ended August 31, 2023. The Index rose as inflation moderated leading to expectations that central banks would slowdown the pace of interest rate increases. The MSCI World Growth Index (the “Growth Index”) outperformed the MSCI World Value Index during the period. US technology and inter-net-related sectors accounted for much of the Growth Index’s outperformance. During the fiscal year, the Boston Partners Global Equity Fund’s (the “Fund”) Institutional Class shares modestly underperformed the Index, returning +15.28%.
Sector allocation detracted from Fund performance over the fiscal year. The Fund’s underweight allocation to the Information Technology sector was a leading detractor from performance. Information Technology was the best performing sector in the Index due to the strong outperformance of mega-cap growth stocks led by NVIDIA Corp. Fund allocation to most other sectors aided relative performance, but not enough to overcome the negative performance from the Fund’s underweight allocation to Information Technology.
Stock selection aided performance during the period led by positioning in the Industrials and Consumer Staples sectors. In Industrials, the Fund’s overweight position in Rheinmetall AG and Rexel SA were top contributors to outperformance. German defense contractor Rheinmetall is expected to post strong results in coming years as Germany, and Europe, increase defense spending in response to Russia’s invasion of Ukraine. Rexel SA is a French based distributor of electrical parts and supplies that include wiring devices, cabling systems, and lighting products among other items. Rexel’s results have exceeded expectations, having benefitted from the European green-deal tailwind. Outperformance in the Consumer Staples sector was led by the Fund’s overweight position in Coca-Cola Europacific Partners PLC (“CCEP”). Management of CCEP confidently reaffirmed 2023 guidance on the back of the strong first quarter earnings beat. The better-than-expected results were driven by both volume and price/mix, with both Europe and Australia, Indonesia & the Pacific coming in well ahead of consensus expectations. CCEP offers an attractive free cash flow yield and is expected to repurchase shares as leverage decreases.
Conversely, stock selection detracted from performance in the Health Care and Communication Services sectors. Overweight positions in Health Care Provider & Services stocks traded lower led by Cigna, CVS Health, Centene, Humana, and Elevance despite good results. Health-insurer stocks fell after the US government published a proposal that would increase revenue for companies that manage Medicare plans by 1.03% in 2024, disappointing investors. Health Care stocks overall underperformed as sentiment favored “risk-on” stocks and sectors. In the Communications Services sector, the Fund’s overweight position in Nexstar Media Group (“Nexstar”) was the top performance detractor. While NexStar will likely see continued headwinds from cord-cutting, weaker advertising trends, and slower retransmission growth, operational weakness can be offset with significant capital deployment optionality and a likely material reduction in the share count. Not owning Index constituents Meta Platforms, Netflix, and Alphabet were also among the top performance detractors in the Communication Services sector.
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Stellantis NV | | 2.1 | % |
TotalEnergies SE | | 2.1 | % |
Shell PLC | | 2.1 | % |
Siemens AG | | 1.8 | % |
Cisco Systems, Inc. | | 1.8 | % |
Cenovus Energy, Inc. | | 1.8 | % |
CRH PLC | | 1.7 | % |
Rheinmetall AG | | 1.6 | % |
Chubb Ltd. | | 1.6 | % |
Rexel SA | | 1.5 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 10.0 | |
P/B: Price/Book: | | 1.7 | |
Holdings: | | 103 | |
Weighted Average Market Capitalization (millions): | | $66,745 | |
ROE: Return on Equity: | | 19.0 | % |
OROA: Operating Return on Operating Assets: | | 55.0 | % |
The entire investment team at Boston Partners will continue to maintain a focus on finding investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive stock prices higher. This disciplined and repeatable process has been in place for nearly three decades, and our team is well suited to navigate this chaotic environment. We believe the emphasis on bottom-up security selection and sound fundamental analysis will have a greater impact on alpha generation1 rather than getting bogged down in a relentless torrent of macro and political news flow. We believe that over time the strategy will benefit from our focus on low valuation, high quality, and improving business momentum, and we look forward to updating you on the investment opportunities we are uncovering.
On behalf of our team, thank you for your continued support and investment.
Christopher Hart, CFA
Portfolio Manager for the Boston Partners Global Equity Fund
Annual Report 2023 | 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 (Institutional Class) vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 15.28 | % | | | 5.61 | % | | | 7.83 | % | | | 1.13 | % | | | 0.95 | % |
MSCI World Index - Net Return | | | 15.60 | % | | | 8.33 | % | | | 9.28 | % | | | 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%: short sale dividend 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 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 0.95% 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, as well as the expense limitation that is current in effect. 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 2023
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS FUND (unaudited)
Dear Shareholder,
The Boston Partners Emerging Markets Fund’s (the “Fund”) Institutional Class shares returned +11.16% for the fiscal year ended August 31, 2023 versus the MSCI® Emerging Markets Index’s +1.25% return.
The Fund’s positioning in most economic sectors aided performance led by positioning in the Consumer Discretionary and Financials sectors. An overweight position in PDD Holdings, Inc. (“PDD”), a China-based multinational e-commerce platform, was among the largest contributors to the portfolio on better-than-expected earnings and revenue results, despite a difficult macro environment. Chinese stocks rose late last year as the easing of COVID-Zero policies buoyed optimism. PDD continued to beat expectations even as China’s economic reopening sputtered. Easing COVID-Zero measures also aided the Fund’s overweight position in Trip.com, a Chinese online travel agency. In Financials, Banco do Brasil was the top contributor to the relative performance. The Brazilian bank has benefitted from increasing net interest income, solid fee trends, and better-than-peer credit charges. Indian holding Bank of Baroda was another top contributor to the relative performance as it rode positive business trends that produced mid-teens returns on equity.
The Fund’s positioning in the Consumer Staples and Energy sectors detracted from performance. In Consumer Staples, overweight positions in Chinese stocks Tech-Bank Food and Yixintang Pharmaceutical Group detracted from performance. Tech-Bank Food, a hog processor, traded lower due to soft pork demand and elevated feeding costs. Shares of Yixintang Pharmaceutical Group fell as growth slowed after a bump from COVID, along with broader weakness in Chinese stocks in 2023. The Fund’s underweight allocation to the Energy sector detracted from performance.
The entire investment team at Boston Partners relentlessly searches for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive stock prices higher. Our focus is on bottom-up, fundamental stock picking with a statistical bent. That said, there is still a wall of worry for the market to climb in 2023 and 2024. 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,
Joseph F. Feeney Jr. & David Kim
Portfolio Managers for the Boston Partners
Emerging Markets Fund
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Banco do Brasil SA | | 4.7 | % |
SK Hynix, Inc. | | 4.1 | % |
BOE Technology Group Co., Ltd., Class A | | 4.0 | % |
Accton Technology Corp. | | 3.2 | % |
Bank of Baroda | | 3.1 | % |
Samsung Electronics Co., Ltd. | | 2.9 | % |
Weichai Power Co., Ltd., Class A | | 2.4 | % |
United Overseas Bank Ltd. | | 1.8 | % |
Evergreen Marine Corp Taiwan Ltd. | | 1.8 | % |
Hyundai Mobis Co., Ltd. | | 1.7 | % |
| | | |
Portfolio Review (as of 8/31/23) | | | |
P/E: Price/Earnings: | | 10.4 | |
P/B: Price/Book: | | 1.3 | |
Holdings: | | 121 | |
Weighted Average Market Capitalization (millions): | | $32,995 | |
ROE: Return on Equity: | | 17.3 | % |
OROA: Operating Return on Operating Assets: | | 37.4 | % |
Annual Report 2023 | 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 (Institutional Class) vs. MSCI Emerging Markets World Indices
The chart assumes a hypothetical $100,000 initial investment in the Fund’s Institutional Class shares made on October 17, 2017 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI Emerging Markets Index are unmanaged, do not incur expenses and are not available for investment.
Total Return for the Periods Ended August 31, 2023
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 11.16 | % | | | 3.28 | % | | | n/a | | | | 1.32 | % | | | 1.74 | % | | | 1.00 | % |
MSCI Emerging Markets Index - Net Return | | | 1.25 | % | | | 0.98 | % | | | n/a | | | | -0.10 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the fund was October 17, 2017. |
2 | Index Performance is from inception date of the Fund’s Institutional 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 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 December 31, 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 expenses, brokerage commissions, extraordinary items, interest or taxes) 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, 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 well as the expense limitation that is current in effect. 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 2023
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 14.69% net of fees while averaging 74% net long exposure for the fiscal year ended August 31, 2023. This compares to the 15.94% return posted by the S&P 500® Index (“S&P 500”) during the same period.
The fiscal year began with a negative return environment in 2022 as the U.S. Federal Reserve aggressively hiked interest rates to combat persistently high inflation in the wake of the global pandemic. This moved both short and long duration U.S. Treasury yields to more than decade highs. Nevertheless, U.S. equity markets reversed course and marched higher in 2023, as enthusiasm over artificial intelligence (“AI”) and much better than feared U.S. economic data lifted valuation multiples. The return of the S&P 500 during this period was primarily driven by a small cohort of large capitalization “growth” stocks.
The Fund’s long holdings rose in price approximately 14.93% during the fiscal year but trailed the S&P 500 principally due to not owning a few statistically expensive Technology and Communication Services stocks which are large weights within the S&P 500. Industrial holdings were the top contributor, led by building products holdings with much improved business momentum. Technology holdings were another top contributor, as several software holdings reported an improved demand environment and outlook. Travel and leisure holdings within Consumer Discretionary benefitted from a consumption shift away from goods and towards services during the fiscal year. Communication Services holdings detracted from absolute performance as media holdings declined on negative ex-political advertising and continued secular concerns over cord-cutting.
The Fund’s short holdings fell in price approximately -5.29% and contributed positively to Fund returns. We aim to short expensive stocks with earnings risk and weak profitability, and stocks with these attributes generally underperformed the S&P 500 due to tightening monetary conditions. Technology shorts were the top absolute contributor as several high valuation growth stocks experienced multiple compression amid rising rates. Energy shorts generated absolute gains as multiple bioenergy companies declined after reporting disappointing earnings. Consumer Discretionary shorts also fell in price and positively contributed to Fund performance. Various short positions in automobile and specialty retailers declined as revenues fell short of expectations.
The Fund began the fiscal year with 73% net long exposure and ended unchanged at 73% net long exposure. At the end of the fiscal year, the largest exposures in the long portfolio resided in the Financials, Health Care, Technology, and Industrial sectors, while the largest short exposures were in the Consumer Discretionary, Technology and Industrials sectors.
When we look across the investment opportunity set, we continue to see an equities market with a wide dispersion of valuations; many growth indices remain expensive on a P/E basis relative to multi-decade averages, while many value indices remain inexpensive relative to their own history. This gap only widened in 2023 amid enthusiasm for AI. Nevertheless, we continue to believe the economic environment – one marked by persistently high inflation and interest rates – will favor cash generative businesses that trade at relatively lower valuation
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Canadian Natural Resources Ltd. | | | | | 2.4% | |
Fairfax Financial Holdings Ltd. | | | | | 2.1% | |
BGC Group, Inc., Class A | | | | | 1.8% | |
Marathon Petroleum Corp. | | | | | 1.7% | |
Elevance Health, Inc. | | | | | 1.7% | |
Alphabet, Inc., Class A | | | | | 1.7% | |
Nexstar Media Group, Inc., Class A | | | | | 1.6% | |
Stifel Financial Corp. | | | | | 1.6% | |
Novartis AG - SP ADR | | | | | 1.5% | |
Builders FirstSource, Inc. | | | | | 1.5% | |
| |
Portfolio Review (as of 8/31/23) | | Long | | | Short | |
P/E: Price/Earnings: | | 10.7 | | | 29.9 | |
P/B: Price/Book: | | 2.0 | | | 6.3 | |
Holdings: | | 109 | | | 84 | |
Weighted Average Market Capitalization (millions): | | $58,754 | | | $40,997 | |
ROE: Return on Equity: | | 16.1 | % | | –33.8 | % |
OROA: Operating Return on Operating Assets: | | 104.9 | % | | –197.5 | % |
multiples. Ultimately, the economic backdrop appears markedly different from the decade ended in 2020, and we believe this may provide a favorable runway 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,
Patrick Regan, CFA
Portfolio Manager for the Boston Partners
Long/Short Equity Fund
Annual Report 2023 | 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 (Institutional Class) vs. S&P 500® Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 14.69 | % | | | 7.26 | % | | | 5.88 | % | | | 3.18 | % | | | 2.55 | % |
S&P 500® Index | | | 15.94 | % | | | 11.12 | % | | | 12.81 | % | | | 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 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 December 31, 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, as well as the expense limitation that is current in effect. 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 2023
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 (Investor Class) vs. S&P 500® Index
The chart assumes a hypothetical $10,000 initial investment in the Fund’s Investor Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 14.44 | % | | | 7.00 | % | | | 5.62 | % | | | 3.43 | % | | | 2.80 | % |
S&P 500® Index | | | 15.94 | % | | | 11.12 | % | | | 12.81 | % | | | 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 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, 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 December 31, 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, as well as the expense limitation that is current in effect. 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 2023 | 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 7.16% net of fees while averaging 54% net long exposure for the fiscal year ended August 31, 2023. This compares to the 15.94% return posted by the S&P 500® Index (“S&P 500”) during the same period.
The fiscal year began with a negative return environment in 2022 as the U.S. Federal Reserve aggressively hiked interest rates to combat persistently high inflation in the wake of the global pandemic. This moved both short and long duration U.S. Treasury yields to more than decade highs. Nevertheless, U.S. equity markets reversed course and marched higher in 2023, as enthusiasm over artificial intelligence (“AI”) and much better than feared U.S. economic data lifted valuation multiples. The return of the S&P 500 during this period was primarily driven by a small cohort of large capitalization “growth” stocks.
The Fund’s long holdings rose in price approximately 12.26% during the fiscal year but trailed the S&P 500 principally due to not owning a few statistically expensive Technology and Communication Services stocks which are large weights within the S&P 500. Technology was the top absolute contributor, as several semiconductor holdings reported an improved demand environment and outlook. Industrial holdings were another top contributor, led by aerospace and defense holdings with much improved business momentum. Travel and leisure holdings within Consumer Discretionary benefitted from a consumption shift away from goods and towards services during the fiscal year. Utilities holdings modestly detracted from absolute performance, as soaring interest rates have seemingly reduced the appeal of their steady dividend payments and increasing wildfire liability risks have weighed on sentiment.
The Fund’s short holdings rose in price approximately 10.25% and trailed the S&P 500 but detracted from Fund absolute returns. We aim to short expensive stocks with earnings risk and weak profitability, and stocks with these attributes generally underperformed the S&P 500. Communications Services shorts were the top absolute contributor, as several media holdings reported earnings misses and weak free cash flow generation. Financials shorts also fell in price and positively contributed to Fund performance, as U.S. regional bank shorts faced funding cost pressures and the likelihood for additional regulatory measures after several banks collapsed during the fiscal year. Real Estate shorts fell in price and positively contributed, as offices continued to experience high vacancy rates and weakening pricing, which weighed on shares during the fiscal year. Industrials shorts were the top absolute detractor, as aerospace and machinery holdings reported improved results and we trimmed exposure. Technology shorts also detracted as AI enthusiasm resulted in rising valuation multiples across the sector during the fiscal year.
The Fund began the fiscal year with 46% net long exposure and ended with 60% net long exposure, an increase attributable to covering short positions during the fiscal year. At the end of the fiscal year, the largest exposures in the long portfolio resided in the Industrials, Technology, and Health Care sectors, while the largest short exposures were in the Financials, Consumer Discretionary, and Industrials sectors.
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
JPMorgan Chase & Co. | | | | | 1.4% | |
UnitedHealth Group, Inc. | | | | | 1.3% | |
Wells Fargo & Co. | | | | | 1.3% | |
Bank of America Corp. | | | | | 1.1% | |
Booking Holdings, Inc. | | | | | 1.0% | |
Ameriprise Financial, Inc. | | | | | 1.0% | |
Science Applications International Corp. | | | | | 1.0% | |
BP PLC - SP ADR | | | | | 1.0% | |
AbbVie, Inc. | | | | | 1.0% | |
Hershey Co., (The) | | | | | 1.0% | |
| | | | | | |
Portfolio Review (as of 8/31/23) | | Long | | | Short | |
P/E: Price/Earnings: | | 13.1 | | | 18.7 | |
P/B: Price/Book: | | 2.5 | | | 2.1 | |
Holdings: | | 227 | | | 163 | |
Weighted Average Market Capitalization (millions): | | $78,471 | | | $11,330 | |
ROE: Return on Equity: | | 35.2 | % | | 4.1 | % |
OROA: Operating Return on Operating Assets: | | 124.5 | % | | –75.5 | % |
When we look across the investment opportunity set, we continue to see an equities market with a wide dispersion of valuations; many growth indices remain expensive on a P/E basis relative to multi-decade averages, while many value indices remain inexpensive relative to their own history. This gap only widened in 2023 amid enthusiasm for AI. Nevertheless, we continue to believe the economic environment – one marked by persistently high inflation and interest rates – will favor cash generative businesses that trade at relatively lower valuation multiples. Ultimately, the economic backdrop appears markedly different from the decade ended in 2020, and we believe this may provide a favorable runway 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 F. Feeney Jr., CFA & Scott Burgess, CFA
Portfolio Managers for the Boston Partners
Long/Short Research Fund
22 | Annual Report 2023
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 (Institutional Class) vs. S&P 500® Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 7.16 | % | | | 4.59 | % | | | 5.17 | % | | | 1.95 | % | | | 1.95 | % |
S&P 500 Index | | | 15.94 | % | | | 11.12 | % | | | 12.81 | % | | | 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 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 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 December 31, 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 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, as well as the expense limitation that is current in effect. 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 2023 | 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 (Investor Class) vs. S&P 500® Index
The chart assumes a hypothetical $10,000 initial investment in the Fund’s Investor Class made on August 31, 2013 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, 2023
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 6.92 | % | | | 4.33 | % | | | 4.90 | % | | | 2.20 | % | | | 2.20 | % |
S&P 500® Index | | | 15.94 | % | | | 11.12 | % | | | 12.81 | % | | | 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 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 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 December 31, 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 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, as well as the expense limitation that is current in effect. 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 2023
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 10.38% net of fees while averaging 43% net long exposure for the fiscal year ended August 31, 2023. This compares to the 15.60% return posted by the MSCI World Index – Net during the same period.
The fiscal year began with a negative return environment in 2022 as the U.S. Federal Reserve and global central banks aggressively hiked interest rates to combat persistently high inflation in the wake of the global pandemic. This moved both short and long duration global government bond yields to more than decade highs. Nevertheless, global equity markets reversed course and marched higher in 2023, as enthusiasm over artificial intelligence (“AI”) and much better than feared economic data lifted valuation multiples. The return of the MSCI World Index during this period was primarily driven by a small cohort of large capitalization “growth” stocks.
The Fund’s long holdings rose in price approximately 20.14% during the fiscal year and outperformed the MSCI World Index. Top contributors included holdings in the Technology and Industrials sectors, while Health Care holdings were the lone absolute detractor. Within Technology, semiconductor holdings rose sharply as pricing improved and enthusiasm surrounding AI drove share prices higher. Machinery holdings within Industrials were among the top contributors due to improved volumes and pricing. Conversely, Health Care holdings detracted, as managed care shares retreated partially due to threats to revenues within their pharmacy benefits segments.
The Fund’s short holdings rose in price approximately 14.20% and detracted from Fund returns. Industrials and Technology shorts were the top absolute detractors, while Financials shorts was the top absolute contributor. Within Industrials, aerospace and housing-related short positions rose in price and we trimmed exposure. In Technology, software shorts reversed weakness in the prior fiscal year ended August 31, 2022, and rose along with the sector on hopes for improved demand and benefits from AI. Financials shorts fell in price and generated gains for the Fund, as European and U.S. regional banks fell in price due to funding cost pressures and weakening profitability.
The Fund began the period with 38% net long exposure and ended with 45% net long exposure, an increase attributable to covering short positions during the fiscal year. At the end of the period, the largest exposures in the long portfolio resided in the Financials, Consumer Discretionary, and Technology sectors, while largest short exposures were in the Financials, Consumer Discretionary, and Materials sectors. Geographically, we continue to find more attractive long opportunities outside the U.S., where valuations are markedly lower, yet fundamentals and momentum are improving. Our bottom-up value discipline has yielded a long portfolio that we believe is attractive relative to the short portfolio from both a valuation and profitability standpoint.
When we look across the investment opportunity set, we continue to see an equities market with a wide dispersion of valuations; many growth indices remain expensive on a P/E basis relative to multi-decade averages, while many value indices remain inexpensive relative to their own history. This gap only widened in 2023 amid enthusiasm for AI. Nevertheless, we continue to believe the economic environment – one marked by persistently high inflation and interest rates – will favor cash
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
Booking Holdings, Inc. | | | | | 3.5% | |
US Foods Holding Corp. | | | | | 2.4% | |
Oracle Corp. | | | | | 2.3% | |
JPMorgan Chase & Co. | | | | | 2.1% | |
Everest Group Ltd. | | | | | 1.9% | |
Check Point Software Technologies Ltd. | | | | | 1.8% | |
Teck Resources Ltd., Class B | | | | | 1.8% | |
Cenovus Energy, Inc. | | | | | 1.8% | |
Alphabet, Inc., Class C | | | | | 1.7% | |
Samsung Electronics Co., Ltd. | | | | | 1.7% | |
| | | | | | |
Portfolio Review (as of 8/31/23) | | Long | | | Short | |
P/E: Price/Earnings: | | 11.1 | | | 20.3 | |
P/B: Price/Book: | | 1.7 | | | 2.2 | |
Holdings: | | 87 | | | 109 | |
Weighted Average Market Capitalization (millions): | | $83,841 | | | $38,905 | |
ROE: Return on Equity: | | 22.8 | % | | 13.5 | % |
OROA: Operating Return on Operating Assets: | | 99.6 | % | | –3.9 | % |
generative businesses that trade at relatively lower valuation multiples. Ultimately, the economic backdrop appears markedly different from the decade ended in 2020, and we believe this may provide a favorable runway 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 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,
Joshua Jones, CFA & Christopher Hart, CFA
Portfolio Managers for the Boston Partners
Global Long/Short Fund
Annual Report 2023 | 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 (Institutional Class) vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares 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, 2023
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 10.38 | % | | | 6.21 | % | | | n/a | | | | 4.75 | % | | | 2.56 | % | | | 2.56 | % |
MSCI World Index - Net Return | | | 15.60 | % | | | 8.33 | % | | | n/a | | | | 8.19 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the class was December 31, 2013. |
2 | Index Performance is from inception date of the Fund’s Institutional 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 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, 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 December 31, 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 expenses, brokerage commissions, extraordinary items, interest or taxes) 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, 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 well as the expense limitation that is current in effect. 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 2023
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 (Investor Class) vs. MSCI World Index
The chart assumes a hypothetical $10,000 initial investment in the Fund’s Investor Class shares 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, 2023
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Investor Class(1) | | | 10.16 | % | | | 5.96 | % | | | n/a | | | | 4.80 | % | | | 2.81 | % | | | 2.81 | % |
MSCI World Index - Net Return | | | 15.60 | % | | | 8.33 | % | | | n/a | | | | 8.54 | %(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 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, 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 December 31, 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, 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 well as the expense limitation that is current in effect. 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 2023 | 27
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (unaudited)
Dear Shareholder,
The Boston Partners Emerging Markets Dynamic Equity Fund’s (the “Fund”) Institutional Class shares returned +4.98% for the fiscal year ended August 31, 2023 versus the MSCI® Emerging Markets Index’s +1.25% return, while averaging a 39% net-long exposure. The Fund outperformed the blended 50% MSCI® EM/50% Risk-Free benchmark, which returned +3.51% for the period. The Fund’s neutral exposure is 50% net long, with the short exposure varying with the quantity of attractive short opportunities in the investment universe. The blended index with a 50% equity exposure is an appropriate comparison given the Fund’s expected neutral exposure of 50% equities.
During the period, the Fund’s long-book returned +13.05%, outperforming the MSCI® Emerging Markets Index. The long book’s positioning in most economic sectors aided performance led by positioning in the Consumer Discretionary and Financials sectors. An overweight position in PDD Holdings Inc. (“PDD”), a China-based multinational e-commerce platform, was among the largest contributors to the portfolio on better-than-expected earnings and revenue results, despite a difficult macro environment. Chinese stocks rose late last year as the easing of COVID-Zero policies buoyed optimism. PDD continued to beat expectations even as China’s economic reopening sputtered. Easing COVID-Zero measures also aided the Fund’s overweight position in Trip.com, a Chinese online travel agency. In Financials, Banco do Brasil was the top contributor to the Fund’s relative performance. The Brazilian bank has benefitted from increasing net interest income, solid fee trends, and better-than-peer credit charges. Indian holding Bank of Baroda was another top contributor to the relative performance as it rode positive business trends that produced mid-teens returns on equity.
The long book’s positioning in the Consumer Staples and Energy sectors modestly detracted from performance. In Consumer Staples, overweight positions in Chinese stocks Tech-Bank Food and Yixintang Pharmaceutical Group detracted from performance. Tech-Bank Food, a hog processor, traded lower due to soft pork demand and elevated feeding costs. Shares of Yixintang Pharmaceutical Group fell as growth slowed after a bump from COVID, along with broader weakness in Chinese stocks in 2023. The long-book’s underweight allocation to the Energy sector detracted from performance.
The Fund’s short-book rose +4.79% for the reporting period, outperforming the MSCI® Emerging Markets Index, thus detracting from performance. Shorted semiconductor stocks primarily in China and Taiwan accounted were a notable detractor from performance. The semiconductor industry’s downcycle has so far been shorter and less severe than we had anticipated. Short positions in the Materials sector offset some of the losses from shorted technology stocks.
The entire investment team at Boston Partners relentlessly searches for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive stock prices higher. Our focus is on bottom-up, fundamental stock picking with a statistical bent. That said, there is still a wall of worry for the market to climb in 2023 and 2024. Historically these have been very good windows for value investing as more economically sensitive companies outperform growth favorites. When one
Top Ten Positions (as of 8/31/23) | | % of Net Assets |
BOE Technology Group Co., Ltd., Class A | | | | | 3.4% | |
Accton Technology Corp. | | | | | 2.9% | |
Hankook Tire & Technology Co., Ltd. | | | | | 2.7% | |
Weichai Power Co., Ltd., Class A | | | | | 2.6% | |
SK Hynix, Inc. | | | | | 2.5% | |
Bank of Baroda | | | | | 2.5% | |
Bank Mandiri Persero Tbk PT | | | | | 2.2% | |
Samsonite International SA | | | | | 2.0% | |
Tsingtao Brewery Co., Ltd., Class H | | | | | 1.8% | |
Grupo Financiero Banorte SAB de CV, Class O | | | | | 1.7% | |
| | | | | | |
Portfolio Review (as of 8/31/23) | | Long | | | Short | |
P/E: Price/Earnings: | | 10.2 | | | 13.9 | |
P/B: Price/Book: | | 1.3 | | | 1.9 | |
Holdings: | | 115 | | | 106 | |
Weighted Average Market Capitalization (millions): | | $27,557 | | | $31,475 | |
ROE: Return on Equity: | | 16.8 | % | | 23.8 | % |
OROA: Operating Return on Operating Assets: | | 37.4 | % | | 41.3 | % |
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,
Joseph F. Feeney Jr. & David Kim, CFA
Portfolio Managers for the Boston Partners
Emerging Markets Dynamic Equity Fund
28 | Annual Report 2023
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 (Institutional Class) vs. MSCI Emerging Markets Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund’s Institutional Class shares 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, 2023
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 4.98 | % | | | 2.66 | % | | | n/a | | | | 3.13 | % | | | 1.73 | % | | | 1.42 | % |
MSCI Emerging Markets Index - Net Return | | | 1.25 | % | | | 0.98 | % | | | n/a | | | | 2.37 | %(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 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 December 31, 2023, and may not be terminated without the approval of the Board of Directors. Because 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 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, as well as the expense limitation that is current in effect. 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 2023 | 29
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (unaudited)
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2023 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.
Growth stocks typically are more volatile than value stocks; however, value stocks generally have a lower expected growth rate in earnings and sales.
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 to 12-month period.
MSCI China Index is constructed based on the integrated China equity universe included in the MSCI Emerging Markets Index, providing a standardized definition of the China equity opportunity set. The index aims to represent the performance of large- and mid-cap segments with H shares, B shares, red chips, P chips and foreign listings (e.g., ADRs) of Chinese stocks.
MSCI 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 Currency Index in USD measures the total return of 25 emerging market currencies relative to the US Dollar where the weight of each currency is equal to its country weight in the MSCI Emerging Markets Index.
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. A “factor” means any characteristic that helps explain the risk and returns of a group of securities.
ROE: Return on Equity: measures a company’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.
The Russell 1000® Growth Index measures the performance of the large-cap growth segment of the US equity universe. It includes those Russell 1000 companies with relatively higher price-to-book ratios and higher forecasted growth values.
30 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (concluded) (unaudited)
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® Growth Index measures the performance of the mid-cap growth segment of the US equity universe. It includes those Russell Midcap Index companies with relatively higher price-to-book ratios and higher forecasted growth values.
The Russell Midcap® Value Index measures the performance of the mid-cap value segment of the US equity universe. It includes those Russell Midcap Index companies with relatively lower price-to-book ratios and lower forecasted growth values.
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 2023 | 31
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES
AUGUST 31, 2023 (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, 2023 through August 31, 2023, and held for the entire period.
ACTUAL EXPENSES
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLES FOR COMPARISON PURPOSES
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund(s) and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, if any. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | BEGINNING ACCOUNT VALUE MARCH 1, 2023 | | ENDING ACCOUNT VALUE AUGUST 31, 2023 | | EXPENSES PAID DURING PERIOD* | | ANNUALIZED EXPENSE RATIO | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND |
| | | | | | | | | | |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,035.20 | | | | $4.10 | | | | 0.80 | % | | | 3.52% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.17 | | | | 4.08 | | | | 0.80 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,033.40 | | | | $5.38 | | | | 1.05 | % | | | 3.34% | |
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 | | | | $1,001.10 | | | | $4.99 | | | | 0.99 | % | | | 0.11% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.21 | | | | 5.04 | | | | 0.99 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,000.00 | | | | $6.25 | | | | 1.24 | % | | | 0.00% | |
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 | | | | $1,079.50 | | | | $5.77 | | | | 1.10 | % | | | 7.95% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.66 | | | | 5.60 | | | | 1.10 | % | | | N/A | |
WPG Partners Small Cap Value Diversified Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,001.60 | | | | $5.55 | | | | 1.10 | % | | | 0.16% | |
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 | | | | $1,032.00 | | | | $4.61 | | | | 0.90 | % | | | 3.20% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.67 | | | | 4.58 | | | | 0.90 | % | | | N/A | |
32 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES (concluded)
AUGUST 31, 2023 (unaudited)
| | BEGINNING ACCOUNT VALUE MARCH 1, 2023 | | ENDING ACCOUNT VALUE AUGUST 31, 2023 | | EXPENSES PAID DURING PERIOD* | | ANNUALIZED EXPENSE RATIO | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND |
| | | | | | | | | | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,013.40 | | | | $ 4.82 | | | | 0.95 | % | | | 1.34% | |
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 | | | | $1,082.90 | | | | $ 5.25 | | | | 1.00 | % | | | 8.29% | |
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 | | | | $1,030.30 | | | | $10.39 | | | | 2.03 | %(1) | | | 3.03% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,014.97 | | | | 10.31 | | | | 2.03 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,028.90 | | | | $11.66 | | | | 2.28 | %(1) | | | 2.89% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,013.71 | | | | 11.57 | | | | 2.28 | %(1) | | | N/A | |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,021.70 | | | | $10.04 | | | | 1.97 | %(1) | | | 2.17% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,015.27 | | | | 10.01 | | | | 1.97 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,020.20 | | | | $11.30 | | | | 2.22 | %(1) | | | 2.02% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,014.01 | | | | 11.27 | | | | 2.22 | %(1) | | | N/A | |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,031.50 | | | | $12.19 | | | | 2.38 | %(1) | | | 3.15% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,013.21 | | | | 12.08 | | | | 2.38 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,030.60 | | | | $13.46 | | | | 2.63 | %(1) | | | 3.06% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,011.95 | | | | 13.34 | | | | 2.63 | %(1) | | | N/A | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,069.50 | | | | $ 7.30 | | | | 1.40 | %(1) | | | 6.95% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,018.15 | | | | 7.12 | | | | 1.40 | %(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 0.07% of average net assets for the six-month period ended August 31, 2023 for both the Institutional Class and Investor Class of the Boston Partners Long/Short Equity Fund, 0.57% of average net assets for the Institutional Class and Investor Class of the Boston Partners Long/Short Research Fund, 0.58% 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 2023 | 33
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 (unaudited) |
Portfolio Holdings Summary Tables | |
The Boston Partners All-Cap Value Fund, Boston Partners Small Cap Value Fund II, WPG Partners Select Small Cap Value Fund, WPG Partners Small Cap Value Diversified Fund, Boston Partners Long/Short Equity Fund, and Boston Partners Long/Short Research Fund use the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Portfolio of Investments.
BOSTON PARTNERS
ALL-CAP VALUE FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Health Care | | | 22.3 | % | | $ | 310,316,642 | |
Financials | | | 20.6 | | | | 286,785,881 | |
Industrials | | | 15.2 | | | | 212,181,756 | |
Information Technology | | | 15.0 | | | | 208,519,052 | |
Energy | | | 7.8 | | | | 108,540,455 | |
Consumer Discretionary | | | 7.5 | | | | 103,810,508 | |
Communication Services | | | 4.9 | | | | 68,499,753 | |
Materials | | | 2.1 | | | | 29,868,769 | |
Consumer Staples | | | 1.8 | | | | 25,412,430 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 5.4 | | | | 75,334,610 | |
SHORT-TERM INVESTMENTS | | | 2.9 | | | | 40,520,818 | |
OPTIONS WRITTEN | | | (0.2 | ) | | | (3,033,954 | ) |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (5.3 | ) | | | (73,727,954 | ) |
NET ASSETS | | | 100.0 | % | | $ | 1,393,028,766 | |
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 | | | | | | | | |
Industrials | | | 26.0 | % | | $ | 154,522,726 | |
Financials | | | 25.8 | | | | 153,435,665 | |
Consumer Discretionary | | | 12.6 | | | | 75,002,067 | |
Information Technology | | | 11.1 | | | | 65,841,187 | |
Energy | | | 9.7 | | | | 57,806,931 | |
Health Care | | | 4.7 | | | | 27,633,323 | |
Communication Services | | | 3.3 | | | | 19,454,301 | |
Materials | | | 3.1 | | | | 18,557,294 | |
Consumer Staples | | | 2.5 | | | | 14,963,253 | |
Real Estate | | | 1.5 | | | | 8,907,596 | |
Utilities | | | 0.5 | | | | 2,876,107 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 13.9 | | | | 82,843,864 | |
SHORT-TERM INVESTMENTS | | | 0.0 | | | | 111 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (14.7 | ) | | | (87,170,892 | ) |
NET ASSETS | | | 100.0 | % | | $ | 594,673,533 | |
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 | | | 20.3 | % | | $ | 21,826,512 | |
Financials | | | 17.2 | | | | 18,449,174 | |
Health Care | | | 14.9 | | | | 15,937,103 | |
Materials | | | 10.6 | | | | 11,341,267 | |
Consumer Staples | | | 7.5 | | | | 8,079,164 | |
Energy | | | 5.9 | | | | 6,370,086 | |
Real Estate | | | 5.9 | | | | 6,311,389 | |
Communication Services | | | 5.2 | | | | 5,584,216 | |
Information Technology | | | 4.8 | | | | 5,173,783 | |
Consumer Discretionary | | | 1.4 | | | | 1,524,547 | |
SHORT-TERM INVESTMENTS | | | 6.3 | | | | 6,743,713 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (11,588 | ) |
NET ASSETS | | | 100.0 | % | | $ | 107,329,366 | |
Portfolio holdings are subject to change at any time.
WPG PARTNERS
SMALL CAP VALUE DIVERSIFIED FUND
(FORMERLY WPG PARTNERS SMALL/MICRO CAP VALUE FUND)
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Industrials | | | 21.2 | % | | $ | 6,193,776 | |
Financials | | | 17.6 | | | | 5,150,070 | |
Materials | | | 12.9 | | | | 3,759,643 | |
Energy | | | 9.5 | | | | 2,789,116 | |
Health Care | | | 7.0 | | | | 2,055,311 | |
Real Estate | | | 6.7 | | | | 1,958,114 | |
Consumer Staples | | | 6.0 | | | | 1,760,740 | |
Utilities | | | 5.8 | | | | 1,677,497 | |
Consumer Discretionary | | | 5.4 | | | | 1,580,394 | |
Information Technology | | | 4.8 | | | | 1,410,867 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 23.3 | | | | 6,819,559 | |
SHORT-TERM INVESTMENTS | | | 3.6 | | | | 1,058,513 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (23.8 | ) | | | (6,950,185 | ) |
NET ASSETS | | | 100.0 | % | | $ | 29,263,415 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
34 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 (unaudited) |
Portfolio Holdings Summary Tables (continued) | |
BOSTON PARTNERS
GLOBAL SUSTAINABILITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Industrials | | | 19.5 | % | | $ | 4,650,574 | |
Financials | | | 19.3 | | | | 4,611,871 | |
Health Care | | | 14.0 | | | | 3,342,503 | |
Consumer Staples | | | 11.4 | | | | 2,720,724 | |
Consumer Discretionary | | | 9.4 | | | | 2,250,599 | |
Information Technology | | | 9.3 | | | | 2,222,850 | |
Communication Services | | | 7.0 | | | | 1,684,778 | |
Energy | | | 4.9 | | | | 1,161,280 | |
Materials | | | 1.4 | | | | 329,773 | |
Utilities | | | 0.4 | | | | 108,028 | |
SHORT-TERM INVESTMENTS | | | 2.9 | | | | 695,679 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.5 | | | | 118,371 | |
NET ASSETS | | | 100.0 | % | | $ | 23,897,030 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
GLOBAL EQUITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 22.8 | % | | $ | 48,323,512 | |
Industrials | | | 19.1 | | | | 40,570,006 | |
Health Care | | | 11.0 | | | | 23,374,224 | |
Energy | | | 10.0 | | | | 21,278,144 | |
Consumer Discretionary | | | 9.4 | | | | 19,878,004 | |
Consumer Staples | | | 8.7 | | | | 18,476,239 | |
Information Technology | | | 7.8 | | | | 16,470,011 | |
Materials | | | 3.9 | | | | 8,276,910 | |
Communication Services | | | 3.3 | | | | 7,051,251 | |
Utilities | | | 1.4 | | | | 2,985,424 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 6.0 | | | | 12,674,868 | |
SHORT-TERM INVESTMENTS | | | 2.4 | | | | 5,108,517 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (5.8 | ) | | | (12,303,301 | ) |
NET ASSETS | | | 100.0 | % | | $ | 212,163,809 | |
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 | | | 23.0 | % | | $ | 5,380,924 | |
Information Technology | | | 19.9 | | | | 4,648,733 | |
Industrials | | | 17.7 | | | | 4,132,936 | |
Consumer Discretionary | | | 17.1 | | | | 3,984,086 | |
Consumer Staples | | | 5.0 | | | | 1,178,737 | |
Health Care | | | 4.4 | | | | 1,031,144 | |
Communication Services | | | 2.7 | | | | 626,470 | |
Materials | | | 1.4 | | | | 328,473 | |
Utilities | | | 1.3 | | | | 306,799 | |
Real Estate | | | 0.7 | | | | 171,426 | |
Energy | | | 0.3 | | | | 66,693 | |
PREFERRED STOCKS | | | 1.8 | | | | 412,718 | |
SHORT-TERM INVESTMENTS | | | 5.0 | | | | 1,170,732 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.3 | ) | | | (69,200 | ) |
NET ASSETS | | | 100.0 | % | | $ | 23,370,671 | |
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 | | | | | | | | |
Financials | | | 17.6 | % | | $ | 11,956,865 | |
Health Care | | | 17.1 | | | | 11,614,850 | |
Information Technology | | | 15.5 | | | | 10,550,440 | |
Industrials | | | 12.5 | | | | 8,511,056 | |
Consumer Discretionary | | | 9.5 | | | | 6,443,131 | |
Communication Services | | | 6.6 | | | | 4,508,834 | |
Energy | | | 6.4 | | | | 4,380,411 | |
Materials | | | 4.1 | | | | 2,809,156 | |
Real Estate | | | 2.5 | | | | 1,712,015 | |
Consumer Staples | | | 2.1 | | | | 1,474,359 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 14.8 | | | | 10,049,570 | |
SHORT-TERM INVESTMENTS | | | 5.3 | | | | 3,609,768 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Consumer Discretionary | | | (4.5 | ) | | | (3,111,074 | ) |
Information Technology | | | (4.2 | ) | | | (2,840,131 | ) |
Industrials | | | (2.6 | ) | | | (1,765,385 | ) |
Consumer Staples | | | (1.4 | ) | | | (940,213 | ) |
Communication Services | | | (1.3 | ) | | | (867,611 | ) |
Health Care | | | (1.2 | ) | | | (823,973 | ) |
Financials | | | (1.0 | ) | | | (698,211 | ) |
Energy | | | (0.4 | ) | | | (277,079 | ) |
Materials | | | (0.3 | ) | | | (189,111 | ) |
OPTIONS WRITTEN | | | (0.3 | ) | | | (204,357 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 3.2 | | | | 2,147,980 | |
NET ASSETS | | | 100.0 | % | | $ | 68,051,290 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 35
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 (unaudited) |
Portfolio Holdings Summary Tables (concluded) | |
BOSTON PARTNERS
LONG/SHORT RESEARCH FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Industrials | | | 20.1 | % | | $ | 140,197,651 | |
Financials | | | 16.2 | | | | 112,756,868 | |
Health Care | | | 12.0 | | | | 83,847,496 | |
Information Technology | | | 11.8 | | | | 81,986,234 | |
Energy | | | 9.7 | | | | 67,414,286 | |
Consumer Discretionary | | | 9.6 | | | | 66,669,845 | |
Communication Services | | | 6.1 | | | | 42,246,188 | |
Consumer Staples | | | 5.5 | | | | 38,251,068 | |
Materials | | | 2.0 | | | | 14,269,287 | |
Real Estate | | | 1.9 | | | | 13,332,975 | |
Utilities | | | 1.6 | | | | 10,834,456 | |
CORPORATE BONDS | | | 0.1 | | | | 759,687 | |
WARRANTS | | | 0.0 | | | | 28,696 | |
SHORT-TERM INVESTMENTS | | | 1.4 | | | | 9,560,973 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Industrials | | | (4.8 | ) | | | (33,459,841 | ) |
Consumer Discretionary | | | (4.6 | ) | | | (32,406,912 | ) |
Financials | | | (3.0 | ) | | | (20,890,795 | ) |
Consumer Staples | | | (2.4 | ) | | | (17,016,584 | ) |
Information Technology | | | (2.2 | ) | | | (15,045,303 | ) |
Materials | | | (2.0 | ) | | | (13,741,972 | ) |
Health Care | | | (1.9 | ) | | | (12,978,644 | ) |
Communication Services | | | (1.8 | ) | | | (12,512,719 | ) |
Real Estate | | | (1.7 | ) | | | (11,755,181 | ) |
Energy | | | (1.5 | ) | | | (10,623,579 | ) |
Utilities | | | (0.5 | ) | | | (3,439,926 | ) |
OPTIONS WRITTEN | | | (0.1 | ) | | | (528,716 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 28.5 | | | | 198,671,174 | |
NET ASSETS | | | 100.0 | % | | $ | 696,426,712 | |
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 | | | | | | | | |
Financials | | | 13.7 | % | | $ | 21,203,360 | |
Information Technology | | | 12.0 | | | | 18,543,619 | |
Consumer Discretionary | | | 10.8 | | | | 16,630,435 | |
Health Care | | | 8.1 | | | | 12,508,470 | |
Energy | | | 6.8 | | | | 10,541,659 | |
Industrials | | | 6.1 | | | | 9,377,474 | |
Materials | | | 5.6 | | | | 8,598,076 | |
Consumer Staples | | | 4.7 | | | | 7,164,652 | |
Communication Services | | | 3.6 | | | | 5,488,904 | |
Utilities | | | 0.2 | | | | 368,316 | |
CORPORATE BONDS | | | 0.8 | | | | 1,193,794 | |
WARRANTS | | | 0.0 | | | | 45,093 | |
SHORT-TERM INVESTMENTS | | | 29.2 | | | | 45,061,742 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
OPTIONS WRITTEN | | | (1.8 | ) | | | (2,708,834 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 282,768 | |
NET ASSETS | | | 100.0 | % | | $ | 154,299,528 | |
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 | | | | | | | | |
Consumer Discretionary | | | 14.1 | % | | $ | 8,716,083 | |
Financials | | | 12.7 | | | | 7,829,405 | |
Industrials | | | 12.6 | | | | 7,802,097 | |
Information Technology | | | 10.0 | | | | 6,197,855 | |
Consumer Staples | | | 3.3 | | | | 2,031,517 | |
Health Care | | | 2.7 | | | | 1,647,984 | |
Communication Services | | | 1.6 | | | | 1,016,198 | |
Real Estate | | | 0.6 | | | | 402,932 | |
Utilities | | | 0.6 | | | | 350,052 | |
Materials | | | 0.3 | | | | 216,646 | |
Energy | | | 0.2 | | | | 108,451 | |
PREFERRED STOCKS | | | 1.2 | | | | 713,982 | |
SHORT-TERM INVESTMENTS | | | 35.5 | | | | 21,945,968 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Industrials | | | (0.4 | ) | | | (220,083 | ) |
Materials | | | (0.1 | ) | | | (76,974 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 5.1 | | | | 3,142,615 | |
NET ASSETS | | | 100.0 | % | | $ | 61,824,728 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
36 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—97.2% | | | | | | | | |
Communication Services—4.9% | | | | | | | | |
Activision Blizzard, Inc. | | | 93,304 | | | $ | 8,583,035 | |
Alphabet, Inc., Class A* | | | 205,072 | | | | 27,924,654 | |
Electronic Arts, Inc. | | | 19,250 | | | | 2,309,615 | |
Interpublic Group of Cos., Inc., (The)(a) | | | 209,552 | | | | 6,833,491 | |
Omnicom Group, Inc.(a) | | | 71,729 | | | | 5,810,766 | |
Take-Two Interactive Software, Inc.* | | | 92,564 | | | | 13,162,601 | |
TEGNA, Inc. | | | 234,458 | | | | 3,875,591 | |
| | | | | | | 68,499,753 | |
Consumer Discretionary—7.5% | | | | | | | | |
AutoZone, Inc.* | | | 5,912 | | | | 14,965,223 | |
Booking Holdings, Inc.* | | | 7,727 | | | | 23,992,567 | |
Harley-Davidson, Inc. | | | 362,051 | | | | 12,219,221 | |
LKQ Corp. | | | 113,379 | | | | 5,955,799 | |
NVR, Inc.* | | | 2,599 | | | | 16,574,681 | |
Tempur Sealy International, Inc.(a) | | | 336,225 | | | | 15,708,432 | |
Whirlpool Corp.(a) | | | 43,381 | | | | 6,071,605 | |
Wyndham Hotels & Resorts, Inc. | | | 110,399 | | | | 8,322,980 | |
| | | | | | | 103,810,508 | |
Consumer Staples—1.8% | | | | | | | | |
Coca-Cola European Partners PLC | | | 65,466 | | | | 4,197,025 | |
Kenvue, Inc.(a) | | | 228,572 | | | | 5,268,579 | |
Keurig Dr Pepper, Inc. | | | 177,250 | | | | 5,964,463 | |
Philip Morris International, Inc. | | | 103,918 | | | | 9,982,363 | |
| | | | | | | 25,412,430 | |
Energy—7.8% | | | | | | | | |
BP PLC - SP ADR | | | 128,214 | | | | 4,766,997 | |
Canadian Natural Resources Ltd.(a) | | | 122,618 | | | | 7,932,158 | |
Chord Energy Corp. | | | 62,558 | | | | 10,103,117 | |
ConocoPhillips | | | 63,465 | | | | 7,554,239 | |
Devon Energy Corp. | | | 120,226 | | | | 6,142,346 | |
Diamondback Energy, Inc. | | | 79,101 | | | | 12,005,950 | |
EOG Resources, Inc. | | | 58,401 | | | | 7,511,537 | |
Halliburton Co. | | | 260,333 | | | | 10,054,061 | |
Marathon Oil Corp. | | | 410,526 | | | | 10,817,360 | |
Phillips 66 | | | 45,331 | | | | 5,174,987 | |
Pioneer Natural Resources Co. | | | 28,566 | | | | 6,796,708 | |
Schlumberger Ltd. | | | 237,920 | | | | 14,027,763 | |
Shell PLC - ADR | | | 91,049 | | | | 5,653,232 | |
| | | | | | | 108,540,455 | |
Financials—20.6% | | | | | | | | |
Aflac, Inc.(a) | | | 183,835 | | | | 13,708,576 | |
Allstate Corp., (The) | | | 54,378 | | | | 5,862,492 | |
American International Group, Inc. | | | 344,221 | | | | 20,143,813 | |
Aon PLC, Class A | | | 26,076 | | | | 8,693,478 | |
Bank of America Corp. | | | 689,435 | | | | 19,766,101 | |
Charles Schwab Corp., (The) | | | 111,074 | | | | 6,570,027 | |
Chubb Ltd. | | | 73,155 | | | | 14,694,645 | |
Citigroup, Inc. | | | 252,030 | | | | 10,406,319 | |
Discover Financial Services | | | 68,071 | | | | 6,131,155 | |
Fidelity National Information Services, Inc. | | | 88,024 | | | | 4,917,021 | |
FleetCor Technologies, Inc.* | | | 87,285 | | | | 23,717,953 | |
Global Payments, Inc. | | | 118,011 | | | | 14,950,814 | |
Globe Life, Inc. | | | 79,331 | | | | 8,850,960 | |
Goldman Sachs Group, Inc., (The) | | | 43,016 | | | | 14,096,773 | |
JPMorgan Chase & Co. | | | 159,290 | | | | 23,308,906 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Loews Corp. | | | 193,672 | | | $ | 12,025,094 | |
Markel Group, Inc.* | | | 4,183 | | | | 6,186,322 | |
Renaissance Holdings Ltd. | | | 78,131 | | | | 14,680,034 | |
Synchrony Financial | | | 150,065 | | | | 4,844,098 | |
Travelers Cos., Inc., (The) | | | 49,653 | | | | 8,005,553 | |
Visa, Inc., Class A(a) | | | 82,077 | | | | 20,164,677 | |
Wells Fargo & Co. | | | 249,353 | | | | 10,295,785 | |
White Mountains Insurance Group Ltd. | | | 9,294 | | | | 14,765,285 | |
| | | | | | | 286,785,881 | |
Health Care—22.3% | | | | | | | | |
AbbVie, Inc. | | | 167,549 | | | | 24,623,001 | |
Amgen, Inc. | | | 62,540 | | | | 16,031,503 | |
Avantor, Inc.* | | | 535,732 | | | | 11,598,598 | |
Bristol-Myers Squibb Co. | | | 518,776 | | | | 31,982,540 | |
Cencora, Inc.(a) | | | 70,435 | | | | 12,395,151 | |
Centene Corp.* | | | 187,712 | | | | 11,572,445 | |
Cigna Group, (The) | | | 28,010 | | | | 7,738,042 | |
Elevance Health, Inc. | | | 42,806 | | | | 18,920,680 | |
Humana, Inc. | | | 30,841 | | | | 14,237,131 | |
Johnson & Johnson | | | 209,303 | | | | 33,840,109 | |
McKesson Corp. | | | 39,940 | | | | 16,468,061 | |
Medtronic PLC | | | 212,284 | | | | 17,301,146 | |
Merck & Co., Inc. | | | 183,503 | | | | 19,998,157 | |
Molina Healthcare, Inc.* | | | 22,290 | | | | 6,912,575 | |
Pfizer, Inc. | | | 466,458 | | | | 16,503,284 | |
Sanofi - ADR | | | 448,193 | | | | 23,834,904 | |
UnitedHealth Group, Inc. | | | 41,336 | | | | 19,699,911 | |
Zimmer Biomet Holdings, Inc. | | | 55,905 | | | | 6,659,404 | |
| | | | | | | 310,316,642 | |
Industrials—15.2% | | | | | | | | |
Acuity Brands, Inc.(a) | | | 66,803 | | | | 10,773,988 | |
Advanced Drainage Systems, Inc.(a) | | | 33,995 | | | | 4,356,799 | |
Allegion PLC | | | 191,792 | | | | 21,827,848 | |
Allison Transmission Holdings, Inc. | | | 121,218 | | | | 7,327,628 | |
AMETEK, Inc. | | | 52,372 | | | | 8,353,858 | |
Boeing Co., (The)* | | | 25,510 | | | | 5,715,005 | |
BWX Technologies, Inc. | | | 109,582 | | | | 8,082,768 | |
Curtiss-Wright Corp. | | | 31,338 | | | | 6,517,991 | |
EnerSys | | | 43,045 | | | | 4,518,864 | |
Expeditors International of Washington, Inc.(a) | | | 119,224 | | | | 13,914,633 | |
Howmet Aerospace, Inc. | | | 286,208 | | | | 14,158,710 | |
Huron Consulting Group, Inc.* | | | 89,544 | | | | 8,949,923 | |
Landstar System, Inc. | | | 61,409 | | | | 11,656,042 | |
Leidos Holdings, Inc. | | | 35,192 | | | | 3,431,572 | |
Masco Corp. | | | 99,447 | | | | 5,868,367 | |
Middleby Corp., (The)* | | | 66,077 | | | | 9,620,150 | |
Resideo Technologies, Inc.* | | | 143,171 | | | | 2,413,863 | |
Robert Half, Inc. | | | 126,602 | | | | 9,363,484 | |
Science Applications International Corp. | | | 98,748 | | | | 11,618,690 | |
Sensata Technologies Holding PLC | | | 95,244 | | | | 3,583,079 | |
SS&C Technologies Holdings, Inc. | | | 186,468 | | | | 10,706,993 | |
Textron, Inc. | | | 119,254 | | | | 9,267,228 | |
United Parcel Service, Inc., Class B | | | 44,690 | | | | 7,570,486 | |
Westinghouse Air Brake Technologies Corp. | | | 111,836 | | | | 12,583,787 | |
| | | | | | | 212,181,756 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 37
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—15.0% | | | | | | | | |
Advanced Micro Devices, Inc.*# | | | 139,300 | | | $ | 14,726,796 | |
Analog Devices, Inc. | | | 80,087 | | | | 14,558,215 | |
Applied Materials, Inc. | | | 49,593 | | | | 7,575,827 | |
Arrow Electronics, Inc.* | | | 55,695 | | | | 7,431,384 | |
Belden, Inc. | | | 46,857 | | | | 4,399,872 | |
CDW Corp. | | | 37,613 | | | | 7,941,985 | |
Check Point Software Technologies Ltd.* | | | 123,938 | | | | 16,680,815 | |
Cisco Systems, Inc. | | | 359,933 | | | | 20,642,158 | |
Cognizant Technology Solutions Corp., Class A | | | 212,859 | | | | 15,242,833 | |
Flex Ltd.* | | | 356,312 | | | | 9,830,648 | |
Gen Digital, Inc. | | | 146,838 | | | | 2,973,469 | |
Hewlett Packard Enterprise Co. | | | 257,470 | | | | 4,374,415 | |
Jabil, Inc. | | | 150,561 | | | | 17,227,190 | |
KLA Corp. | | | 14,348 | | | | 7,200,831 | |
Lam Research Corp. | | | 10,965 | | | | 7,701,816 | |
Microchip Technology, Inc. | | | 193,582 | | | | 15,842,751 | |
Oracle Corp. | | | 119,258 | | | | 14,357,471 | |
QUALCOMM, Inc. | | | 124,577 | | | | 14,267,804 | |
TE Connectivity Ltd. | | | 41,867 | | | | 5,542,772 | |
| | | | | | | 208,519,052 | |
Materials—2.1% | | | | | | | | |
Corteva, Inc. | | | 159,203 | | | | 8,041,344 | |
CRH PLC - SP ADR | | | 245,890 | | | | 14,155,887 | |
FMC Corp. | | | 88,966 | | | | 7,671,538 | |
| | | | | | | 29,868,769 | |
TOTAL COMMON STOCKS (Cost $837,688,308) | | | | | | | 1,353,935,246 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—5.4% | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%(b) | | | 75,334,610 | | | | 75,334,610 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $75,334,610) | | | | | | | 75,334,610 | |
SHORT-TERM INVESTMENTS—2.9% | | | | | | | | |
Tri-State Deposit, 5.45%(b) | | | 36,800,988 | | | | 36,800,988 | |
U.S. Bank Money Market Deposit Account, 5.20%(b) | | | 3,719,830 | | | | 3,719,830 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $40,520,818) | | | | | | | 40,520,818 | |
TOTAL INVESTMENTS—105.5% (Cost $953,543,736) | | | | | | | 1,469,790,674 | |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN††—(0.2%) | | | | | | | | | | | | |
Call Options Written—(0.2%) | | | | | | | | | | | | |
Advanced Micro Devices, Inc. | | | | | | | | | | | | |
Expiration: 01/19/2024, | | | | | | | | | | | | |
Exercise Price: 90.00 | | | (1,393 | ) | | | (14,726,796 | ) | | $ | (3,033,954 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(3,765,208)) | | | | | | | | (3,033,954 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(3,765,208)) | | | | | | | | (3,033,954 | ) |
LIABILITIES IN EXCESS OF OTHER ASSETS—(5.3)% | | | | | | | | | | | (73,727,954 | ) |
NET ASSETS—100.0% | | | | | | | | | | $ | 1,393,028,766 | |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
LLC | Limited Liability Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $73,488,319. |
(b) | The rate shown is as of August 31, 2023. |
# | Security segregated as collateral for options written. |
†† | Primary risk exposure is equity contracts. |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. |
| |
| 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 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 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 | | $ | 68,499,753 | | | $ | 68,499,753 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 103,810,508 | | | | 103,810,508 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 25,412,430 | | | | 25,412,430 | | | | — | | | | — | | | | — | |
Energy | | | 108,540,455 | | | | 108,540,455 | | | | — | | | | — | | | | — | |
Financials | | | 286,785,881 | | | | 286,785,881 | | | | — | | | | — | | | | — | |
Health Care | | | 310,316,642 | | | | 310,316,642 | | | | — | | | | — | | | | — | |
Industrials | | | 212,181,756 | | | | 212,181,756 | | | | — | | | | — | | | | — | |
Information Technology | | | 208,519,052 | | | | 208,519,052 | | | | — | | | | — | | | | — | |
Materials | | | 29,868,769 | | | | 29,868,769 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 75,334,610 | | | | — | | | | — | | | | — | | | | 75,334,610 | |
Short-Term Investments | | | 40,520,818 | | | | 3,719,830 | | | | 36,800,988 | | | | — | | | | — | |
Total Assets | | $ | 1,469,790,674 | | | $ | 1,357,655,076 | | | $ | 36,800,988 | | | $ | — | | | $ | 75,334,610 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Options Written | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (3,033,954 | ) | | $ | (3,033,954 | ) | | $ | — | | | $ | — | | | $ | — | |
Total Liabilities | | $ | (3,033,954 | ) | | $ | (3,033,954 | ) | | $ | — | | | $ | — | | | $ | — | |
* | 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 2023 | 39
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—100.8% | | | | | | | | |
Communication Services—3.3% | | | | | | | | |
Cars.com, Inc.* | | | 84,908 | | | $ | 1,586,931 | |
Entravision Communications Corp., Class A | | | 511,276 | | | | 1,958,187 | |
Nexstar Media Group, Inc., Class A(a) | | | 38,351 | | | | 6,243,543 | |
TEGNA, Inc. | | | 396,755 | | | | 6,558,360 | |
Vivid Seats, Inc., Class A*(a) | | | 428,000 | | | | 3,107,280 | |
| | | | | | | 19,454,301 | |
Consumer Discretionary—12.6% | | | | | | | | |
Beazer Homes USA, Inc.* | | | 146,367 | | | | 4,290,017 | |
Bloomin’ Brands, Inc.(a) | | | 109,851 | | | | 3,082,419 | |
Bowlero Corp.*(a) | | | 368,188 | | | | 4,050,068 | |
Buckle, Inc. (The)(a) | | | 83,572 | | | | 3,053,721 | |
Caleres, Inc.(a) | | | 146,280 | | | | 4,193,847 | |
Carriage Services, Inc.(a) | | | 135,906 | | | | 4,188,623 | |
Dave & Buster’s Entertainment, Inc.*(a) | | | 74,862 | | | | 2,939,831 | |
Foot Locker, Inc.(a) | | | 61,816 | | | | 1,212,830 | |
International Game Technology PLC | | | 136,894 | | | | 4,383,346 | |
J Jill, Inc.* | | | 96,697 | | | | 2,428,061 | |
Laureate Education, Inc. | | | 534,344 | | | | 7,443,412 | |
LCI Industries(a) | | | 45,786 | | | | 5,736,070 | |
Standard Motor Products, Inc. | | | 46,599 | | | | 1,725,561 | |
Steven Madden Ltd.(a) | | | 171,310 | | | | 5,910,195 | |
Stride, Inc.* | | | 94,630 | | | | 4,020,829 | |
Tempur Sealy International, Inc. | | | 132,239 | | | | 6,178,206 | |
Topgolf Callaway Brands Corp.*(a) | | | 311,157 | | | | 5,426,578 | |
Travel + Leisure Co. | | | 67,202 | | | | 2,701,520 | |
Universal Technical Institute, Inc.* | | | 255,575 | | | | 2,036,933 | |
| | | | | | | 75,002,067 | |
Consumer Staples—2.5% | | | | | | | | |
Fresh Del Monte Produce, Inc. | | | 127,175 | | | | 3,249,321 | |
Herbalife Ltd.* | | | 167,583 | | | | 2,517,097 | |
Hostess Brands, Inc.* | | | 125,093 | | | | 3,562,649 | |
Nature’s Sunshine Products, Inc.* | | | 212,897 | | | | 3,578,798 | |
Vector Group Ltd. | | | 191,913 | | | | 2,055,388 | |
| | | | | | | 14,963,253 | |
Energy—9.7% | | | | | | | | |
Cactus, Inc., Class A | | | 45,285 | | | | 2,415,502 | |
ChampionX Corp. | | | 94,046 | | | | 3,394,120 | |
Delek US Holdings, Inc. | | | 56,749 | | | | 1,461,287 | |
DMC Global, Inc.* | | | 99,210 | | | | 2,383,024 | |
Enerplus Corp. | | | 175,573 | | | | 3,004,054 | |
Expro Group Holdings NV* | | | 149,075 | | | | 3,504,753 | |
Kosmos Energy Ltd.* | | | 729,480 | | | | 5,310,614 | |
National Energy Services Reunited Corp.* | | | 539,402 | | | | 2,454,279 | |
NexTier Oilfield Solutions, Inc.*(a) | | | 202,550 | | | | 2,149,055 | |
Noble Corp., PLC(a) | | | 62,947 | | | | 3,319,825 | |
Par Pacific Holdings, Inc.* | | | 127,933 | | | | 4,394,498 | |
Peabody Energy Corp.(a) | | | 103,883 | | | | 2,241,795 | |
ProPetro Holding Corp.*(a) | | | 285,656 | | | | 2,753,724 | |
Select Water Solutions, Inc. | | | 293,213 | | | | 2,360,365 | |
US Silica Holdings, Inc.* | | | 249,287 | | | | 3,073,709 | |
Viper Energy Partners LP | | | 215,517 | | | | 5,995,683 | |
Weatherford International PLC* | | | 50,530 | | | | 4,472,916 | |
World Kinect Corp. | | | 142,362 | | | | 3,117,728 | |
| | | | | | | 57,806,931 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—25.8% | | | | | | | | |
AllianceBernstein Holding LP | | | 52,022 | | | $ | 1,611,121 | |
Ameris Bancorp | | | 50,068 | | | | 2,040,271 | |
AMERISAFE, Inc. | | | 41,009 | | | | 2,124,266 | |
Assured Guaranty Ltd. | | | 70,645 | | | | 4,156,752 | |
Avantax, Inc.* | | | 71,178 | | | | 1,489,044 | |
Axis Capital Holdings Ltd. | | | 115,971 | | | | 6,362,169 | |
Bar Harbor Bankshares | | | 79,433 | | | | 1,973,116 | |
Berkshire Hills Bancorp, Inc. | | | 74,178 | | | | 1,550,320 | |
BGC Group, Inc., Class A | | | 870,647 | | | | 4,300,996 | |
Byline Bancorp, Inc. | | | 85,318 | | | | 1,807,035 | |
Cass Information Systems, Inc. | | | 60,031 | | | | 2,301,589 | |
Diamond Hill Investment Group, Inc. | | | 15,724 | | | | 2,653,582 | |
Dime Community Bancshares, Inc. | | | 92,220 | | | | 1,965,208 | |
Employers Holdings, Inc. | | | 47,797 | | | | 1,875,076 | |
Essent Group Ltd. | | | 67,405 | | | | 3,385,079 | |
Evercore, Inc., Class A | | | 48,977 | | | | 6,859,229 | |
EZCORP, Inc., Class A*(a) | | | 275,643 | | | | 2,318,158 | |
Federal Agricultural Mortgage Corp., Class C(a) | | | 63,879 | | | | 10,752,113 | |
First Merchants Corp. | | | 86,881 | | | | 2,592,529 | |
First Mid Bancshares, Inc. | | | 43,670 | | | | 1,221,450 | |
FirstCash Holdings, Inc. | | | 49,385 | | | | 4,411,068 | |
Hancock Whitney Corp. | | | 52,155 | | | | 2,151,394 | |
Heritage Commerce Corp.(a) | | | 182,713 | | | | 1,584,122 | |
Heritage Financial Corp. | | | 55,912 | | | | 962,805 | |
Hope Bancorp, Inc. | | | 263,389 | | | | 2,546,972 | |
Luther Burbank Corp. | | | 142,072 | | | | 1,291,434 | |
Merchants Bancorp(a) | | | 92,094 | | | | 2,686,382 | |
Nelnet, Inc., Class A | | | 24,459 | | | | 2,246,559 | |
OceanFirst Financial Corp. | | | 246,801 | | | | 4,163,533 | |
Old National Bancorp(a) | | | 243,196 | | | | 3,711,171 | |
Peapack-Gladstone Financial Corp. | | | 136,013 | | | | 3,709,074 | |
PRA Group, Inc.* | | | 74,724 | | | | 1,455,624 | |
Preferred Bank | | | 86,981 | | | | 5,402,390 | |
Primis Financial Corp. | | | 139,092 | | | | 1,235,137 | |
RBB Bancorp | | | 112,655 | | | | 1,535,488 | |
Redwood Trust, Inc.(a) | | | 323,199 | | | | 2,588,824 | |
S&T Bancorp, Inc. | | | 77,728 | | | | 2,202,034 | |
Silvercrest Asset Management Group, Inc., Class A | | | 297,335 | | | | 5,729,645 | |
SLM Corp. | | | 659,313 | | | | 9,388,617 | |
SouthState Corp.(a) | | | 28,697 | | | | 2,074,793 | |
Stewart Information Services Corp. | | | 77,949 | | | | 3,610,598 | |
StoneX Group, Inc.* | | | 39,783 | | | | 3,734,828 | |
Univest Financial Corp. | | | 87,166 | | | | 1,568,116 | |
Voya Financial, Inc.(a) | | | 42,816 | | | | 2,983,419 | |
Walker & Dunlop, Inc. | | | 30,172 | | | | 2,574,878 | |
Western Alliance Bancorp | | | 75,254 | | | | 3,763,453 | |
White Mountains Insurance Group Ltd. | | | 3,611 | | | | 5,736,760 | |
Wintrust Financial Corp. | | | 65,036 | | | | 5,047,444 | |
| | | | | | | 153,435,665 | |
Health Care—4.7% | | | | | | | | |
Amedisys, Inc.* | | | 21,095 | | | | 1,977,656 | |
AMN Healthcare Services, Inc.*(a) | | | 33,182 | | | | 2,932,625 | |
Biote Corp., Class A* | | | 640,740 | | | | 3,165,256 | |
Fortrea Holdings, Inc.*(a) | | | 67,145 | | | | 1,849,845 | |
Haemonetics Corp.* | | | 82,046 | | | | 7,361,988 | |
Inmode Ltd.* | | | 67,105 | | | | 2,623,134 | |
Lantheus Holdings, Inc.* | | | 44,457 | | | | 3,042,637 | |
PetIQ, Inc.* | | | 153,038 | | | | 2,919,965 | |
Quipt Home Medical Corp.* | | | 297,837 | | | | 1,760,217 | |
| | | | | | | 27,633,323 | |
The accompanying notes are an integral part of the financial statements.
40 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—26.0% | | | | | | | | |
ABM Industries, Inc. | | | 101,955 | | | $ | 4,630,796 | |
Acuity Brands, Inc. | | | 15,126 | | | | 2,439,521 | |
Alight, Inc., Class A* | | | 294,854 | | | | 2,252,685 | |
Allison Transmission Holdings, Inc. | | | 78,483 | | | | 4,744,297 | |
ASGN, Inc.* | | | 27,231 | | | | 2,237,299 | |
Atkore, Inc.*(a) | | | 34,034 | | | | 5,240,215 | |
Beacon Roofing Supply, Inc.* | | | 37,470 | | | | 2,991,979 | |
Brink’s Co., (The) | | | 118,971 | | | | 9,019,192 | |
CBIZ, Inc.* | | | 111,388 | | | | 6,249,981 | |
Civeo Corp.* | | | 70,022 | | | | 1,268,799 | |
CoreCivic, Inc.* | | | 277,720 | | | | 2,988,267 | |
CRA International, Inc. | | | 60,217 | | | | 6,541,373 | |
Curtiss-Wright Corp. | | | 45,735 | | | | 9,512,423 | |
Daseke, Inc.* | | | 353,769 | | | | 1,874,976 | |
DXP Enterprises, Inc.* | | | 78,030 | | | | 2,775,527 | |
EnerSys | | | 33,890 | | | | 3,557,772 | |
Granite Construction, Inc.(a) | | | 81,642 | | | | 3,370,998 | |
Heidrick & Struggles International, Inc. | | | 90,619 | | | | 2,400,497 | |
Hub Group, Inc., Class A* | | | 56,261 | | | | 4,390,608 | |
Huron Consulting Group, Inc.* | | | 43,288 | | | | 4,326,636 | |
IBEX Holdings Ltd.* | | | 221,259 | | | | 4,327,826 | |
ICF International, Inc. | | | 45,111 | | | | 6,092,692 | |
Janus International Group, Inc.* | | | 345,878 | | | | 3,960,303 | |
Korn Ferry | | | 57,346 | | | | 2,923,499 | |
Legalzoom.com, Inc.*(a) | | | 277,887 | | | | 3,170,691 | |
Leonardo DRS, Inc.*(a) | | | 215,288 | | | | 3,685,731 | |
Liquidity Services, Inc.* | | | 93,957 | | | | 1,714,715 | |
LSI Industries, Inc. | | | 216,205 | | | | 3,405,229 | |
Masonite International Corp.* | | | 22,276 | | | | 2,287,968 | |
Matrix Service Co.* | | | 354,174 | | | | 2,943,186 | |
Maximus, Inc. | | | 20,956 | | | | 1,693,664 | |
NOW, Inc.* | | | 163,350 | | | | 1,824,619 | |
Primoris Services Corp. | | | 78,988 | | | | 2,793,806 | |
Science Applications International Corp. | | | 64,179 | | | | 7,551,301 | |
Sterling Check Corp.*(a) | | | 237,023 | | | | 3,304,101 | |
Terex Corp. | | | 80,499 | | | | 4,879,044 | |
Universal Logistics Holdings, Inc. | | | 63,869 | | | | 1,732,127 | |
V2X, Inc.* | | | 75,097 | | | | 3,778,130 | |
Valmont Industries, Inc. | | | 6,462 | | | | 1,638,117 | |
Viad Corp.* | | | 136,585 | | | | 3,877,648 | |
Wabash National Corp.(a) | | | 119,406 | | | | 2,692,605 | |
Werner Enterprises, Inc.(a) | | | 34,412 | | | | 1,431,883 | |
| | | | | | | 154,522,726 | |
Information Technology—11.1% | | | | | | | | |
AppLovin Corp., Class A*(a) | | | 76,876 | | | | 3,322,581 | |
Avnet, Inc. | | | 104,463 | | | | 5,301,497 | |
Bel Fuse, Inc., Class B | | | 94,705 | | | | 4,953,072 | |
Belden, Inc. | | | 102,887 | | | | 9,661,089 | |
Benchmark Electronics, Inc. | | | 111,610 | | | | 2,872,841 | |
Clearfield, Inc.*(a) | | | 52,798 | | | | 1,855,850 | |
CompoSecure, Inc.*(a) | | | 365,867 | | | | 2,297,645 | |
Extreme Networks, Inc.* | | | 174,094 | | | | 4,778,880 | |
Hackett Group, Inc., (The) | | | 112,356 | | | | 2,648,231 | |
Insight Enterprises, Inc.*(a) | | | 38,338 | | | | 6,137,530 | |
InterDigital, Inc.(a) | | | 71,156 | | | | 6,169,937 | |
NCR Corp.* | | | 136,342 | | | | 4,193,880 | |
OSI Systems, Inc.* | | | 34,203 | | | | 4,663,579 | |
Photronics, Inc.* | | | 98,560 | | | | 2,341,786 | |
Richardson Electronics Ltd.(a) | | | 79,769 | | | | 1,004,292 | |
Ultra Clean Holdings, Inc.*(a) | | | 103,484 | | | | 3,638,497 | |
| | | | | | | 65,841,187 | |
| | NUMBER OF SHARES | | | VALUE | |
Materials—3.1% | | | | | | | | |
Ashland, Inc.(a) | | | 21,718 | | | $ | 1,881,430 | |
Ecovyst, Inc.* | | | 336,665 | | | | 3,447,450 | |
Ingevity Corp.* | | | 64,824 | | | | 3,493,365 | |
Mativ Holdings, Inc. | | | 26,078 | | | | 427,679 | |
Methanex Corp. | | | 43,675 | | | | 1,858,371 | |
Myers Industries, Inc. | | | 99,959 | | | | 1,880,229 | |
Orion SA | | | 164,583 | | | | 3,722,868 | |
Piedmont Lithium, Inc.*(a) | | | 41,240 | | | | 1,845,902 | |
| | | | | | | 18,557,294 | |
Real Estate—1.5% | | | | | | | | |
BRT Apartments Corp. | | | 119,624 | | | | 2,230,988 | |
Cousins Properties, Inc. | | | 91,714 | | | | 2,155,279 | |
Kennedy-Wilson Holdings, Inc.(a) | | | 123,841 | | | | 1,977,741 | |
Spirit Realty Capital, Inc. | | | 65,879 | | | | 2,543,588 | |
| | | | | | | 8,907,596 | |
Utilities—0.5% | | | | | | | | |
Portland General Electric Co.(a) | | | 32,289 | | | | 1,416,195 | |
Pure Cycle Corp.* | | | 132,840 | | | | 1,459,912 | |
| | | | | | | 2,876,107 | |
TOTAL COMMON STOCKS (Cost $461,474,700) | | | | | | | 599,000,450 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—13.9% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%(b) | | | 82,843,864 | | | | 82,843,864 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $82,843,864) | | | | | | | 82,843,864 | |
SHORT-TERM INVESTMENTS—0.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20%(b) | | | 111 | | | | 111 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $111) | | | | | | | 111 | |
TOTAL INVESTMENTS—114.7% (Cost $544,318,675) | | | | | | | 681,844,425 | |
LIABILITIES IN EXCESS OF OTHERASSETS—(14.7)% | | | | | (87,170,892 | ) |
NET ASSETS—100.0% | | | | | | $ | 594,673,533 | |
PLC | Public Limited Company |
LP | Limited Partnership |
LLC | Limited Liability Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $81,151,238. |
(b) | The rate shown is as of August 31, 2023. |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. |
| |
| 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 2023 | 41
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 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 | | $ | 19,454,301 | | | $ | 19,454,301 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 75,002,067 | | | | 75,002,067 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 14,963,253 | | | | 14,963,253 | | | | — | | | | — | | | | — | |
Energy | | | 57,806,931 | | | | 57,806,931 | | | | — | | | | — | | | | — | |
Financials | | | 153,435,665 | | | | 153,435,665 | | | | — | | | | — | | | | — | |
Health Care | | | 27,633,323 | | | | 27,633,323 | | | | — | | | | — | | | | — | |
Industrials | | | 154,522,726 | | | | 154,522,726 | | | | — | | | | — | | | | — | |
Information Technology | | | 65,841,187 | | | | 65,841,187 | | | | — | | | | — | | | | — | |
Materials | | | 18,557,294 | | | | 18,557,294 | | | | — | | | | — | | | | — | |
Real Estate | | | 8,907,596 | | | | 8,907,596 | | | | — | | | | — | | | | — | |
Utilities | | | 2,876,107 | | | | 2,876,107 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 82,843,864 | | | | — | | | | — | | | | — | | | | 82,843,864 | |
Short-Term Investments | | | 111 | | | | 111 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 681,844,425 | | | $ | 599,000,561 | | | $ | — | | | $ | — | | | $ | 82,843,864 | |
* | 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.
42 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
WPG PARTNERS SELECT SMALL CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—93.7% | | | | | | | | |
Communication Services—5.2% | | | | | | | | |
Cars.com, Inc.* | | | 72,439 | | | $ | 1,353,885 | |
Ooma, Inc.* | | | 107,279 | | | | 1,511,561 | |
Vimeo, Inc.* | | | 683,108 | | | | 2,718,770 | |
| | | | | | | 5,584,216 | |
Consumer Discretionary—1.4% | | | | | | | | |
Gildan Activewear, Inc. | | | 51,125 | | | | 1,524,547 | |
Consumer Staples—7.5% | | | | | | | | |
Adecoagro SA | | | 232,441 | | | | 2,668,423 | |
TreeHouse Foods, Inc.* | | | 116,310 | | | | 5,410,741 | |
| | | | | | | 8,079,164 | |
Energy—5.9% | | | | | | | | |
Green Plains, Inc.* | | | 63,670 | | | | 1,976,317 | |
Kosmos Energy Ltd.* | | | 398,249 | | | | 2,899,253 | |
SM Energy Co. | | | 35,323 | | | | 1,494,516 | |
| | | | | | | 6,370,086 | |
Financials—17.2% | | | | | | | | |
Axis Capital Holdings Ltd. | | | 38,845 | | | | 2,131,037 | |
EZCORP, Inc., Class A* | | | 288,695 | | | | 2,427,925 | |
Federal Agricultural Mortgage Corp., Class C | | | 9,254 | | | | 1,557,633 | |
Fidelis Insurance Holdings Ltd.* | | | 117,310 | | | | 1,682,225 | |
Kemper Corp. | | | 106,986 | | | | 5,025,133 | |
NMI Holdings, Inc., Class A* | | | 74,806 | | | | 2,140,948 | |
Perella Weinberg Partners | | | 220,663 | | | | 2,323,581 | |
Popular, Inc. | | | 16,999 | | | | 1,160,692 | |
| | | | | | | 18,449,174 | |
Health Care—14.9% | | | | | | | | |
Enovis Corp.* | | | 83,678 | | | | 4,689,315 | |
Halozyme Therapeutics, Inc.* | | | 43,803 | | | | 1,864,256 | |
Innoviva, Inc.* | | | 183,160 | | | | 2,335,290 | |
Pacira BioSciences, Inc.* | | | 57,330 | | | | 2,023,749 | |
Pennant Group, Inc., (The)* | | | 134,752 | | | | 1,614,329 | |
Sight Sciences, Inc.* | | | 198,859 | | | | 1,304,515 | |
Syneos Health, Inc.* | | | 49,278 | | | | 2,105,649 | |
| | | | | | | 15,937,103 | |
Industrials—20.3% | | | | | | | | |
Air Lease Corp. | | | 74,137 | | | | 3,021,824 | |
Arcosa, Inc. | | | 55,384 | | | | 4,332,136 | |
Clarivate PLC* | | | 310,524 | | | | 2,307,193 | |
Hillman Solutions Corp.* | | | 148,708 | | | | 1,345,807 | |
ICF International, Inc. | | | 14,391 | | | | 1,943,648 | |
Janus International Group, Inc.* | | | 97,617 | | | | 1,117,715 | |
KBR, Inc. | | | 19,453 | | | | 1,196,749 | |
Knight-Swift Transportation Holdings, Inc. | | | 23,689 | | | | 1,298,631 | |
Leonardo DRS, Inc.* | | | 120,798 | | | | 2,068,062 | |
Manitowoc Co., Inc., (The)* | | | 69,727 | | | | 1,179,781 | |
V2X, Inc.* | | | 40,051 | | | | 2,014,966 | |
| | | | | | | 21,826,512 | |
Information Technology—4.8% | | | | | | | | |
LiveRamp Holdings, Inc.* | | | 83,730 | | | | 2,707,828 | |
NetScout Systems, Inc.* | | | 38,376 | | | | 1,098,705 | |
ON24, Inc. | | | 61,842 | | | | 424,236 | |
SmartRent, Inc.* | | | 277,357 | | | | 943,014 | |
| | | | | | | 5,173,783 | |
| | NUMBER OF SHARES | | | VALUE | |
Materials—10.6% | | | | | | | | |
Axalta Coating Systems Ltd.* | | | 72,128 | | | $ | 2,041,223 | |
Ecovyst, Inc.* | | | 229,822 | | | | 2,353,377 | |
ERO Copper Corp.* | | | 76,753 | | | | 1,587,252 | |
Tronox Holdings PLC | | | 392,919 | | | | 5,359,415 | |
| | | | | | | 11,341,267 | |
Real Estate—5.9% | | | | | | | | |
Equity Commonwealth | | | 189,264 | | | | 3,601,694 | |
Getty Realty Corp. | | | 90,263 | | | | 2,709,695 | |
| | | | | | | 6,311,389 | |
TOTAL COMMON STOCKS (Cost $93,737,052) | | | | | | | 100,597,241 | |
SHORT-TERM INVESTMENTS—6.3% | | | | | | | |
Tri-State Deposit, 5.45%(a) | | | 6,341,139 | | | | 6,341,139 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 402,574 | | | | 402,574 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $6,743,713) | | | | | | | 6,743,713 | |
TOTAL INVESTMENTS—100.0% (Cost $100,480,765) | | | | | | | 107,340,954 | |
LIABILITIES IN EXCESS OF OTHERASSETS—0.0% | | | | | | | (11,588 | ) |
NET ASSETS—100.0% | | | | | | $ | 107,329,366 | |
PLC | Public Limited Company |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2023. |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. |
| |
| 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 2023 | 43
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Communication Services | | $ | 5,584,216 | | | $ | 5,584,216 | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 1,524,547 | | | | 1,524,547 | | | | — | | | | — | |
Consumer Staples | | | 8,079,164 | | | | 8,079,164 | | | | — | | | | — | |
Energy | | | 6,370,086 | | | | 6,370,086 | | | | — | | | | — | |
Financials | | | 18,449,174 | | | | 18,449,174 | | | | — | | | | — | |
Health Care | | | 15,937,103 | | | | 15,937,103 | | | | — | | | | — | |
Industrials | | | 21,826,512 | | | | 21,826,512 | | | | — | | | | — | |
Information Technology | | | 5,173,783 | | | | 5,173,783 | | | | — | | | | — | |
Materials | | | 11,341,267 | | | | 11,341,267 | | | | — | | | | — | |
Real Estate | | | 6,311,389 | | | | 6,311,389 | | | | — | | | | — | |
Short-Term Investments | | | 6,743,713 | | | | 402,574 | | | | 6,341,139 | | | | — | |
Total Assets | | $ | 107,340,954 | | | $ | 100,999,815 | | | $ | 6,341,139 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
44 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
WPG PARTNERS SMALL CAP VALUE DIVERSIFIED FUND (FORMERLY WPG PARTNERS SMALL/MICRO CAP VALUE FUND) | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—96.9% | | | | | | | | |
Consumer Discretionary—5.4% | | | | | | | | |
ADT, Inc.(a) | | | 13,998 | | | $ | 89,867 | |
Frontdoor, Inc.* | | | 7,042 | | | | 231,118 | |
Gildan Activewear, Inc.(a) | | | 9,903 | | | | 295,308 | |
Petco Health & Wellness Co., Inc.*(a) | | | 13,029 | | | | 66,318 | |
Stride, Inc.* | | | 8,511 | | | | 361,632 | |
Target Hospitality Corp.* | | | 5,523 | | | | 87,816 | |
Upbound Group, Inc.(a) | | | 4,419 | | | | 135,310 | |
Valvoline, Inc.(a) | | | 9,089 | | | | 313,025 | |
| | | | | | | 1,580,394 | |
Consumer Staples—6.0% | | | | | | | | |
Dole PLC | | | 13,553 | | | | 161,552 | |
Nomad Foods Ltd.* | | | 20,775 | | | | 381,014 | |
Sovos Brands, Inc.*(a) | | | 22,095 | | | | 494,928 | |
TreeHouse Foods, Inc.* | | | 15,547 | | | | 723,246 | |
| | | | | | | 1,760,740 | |
Energy—9.5% | | | | | | | | |
Chord Energy Corp. | | | 995 | | | | 160,692 | |
DHT Holdings, Inc. | | | 35,704 | | | | 330,262 | |
Earthstone Energy, Inc., Class A*(a) | | | 8,909 | | | | 181,565 | |
Green Plains, Inc.*(a) | | | 10,876 | | | | 337,591 | |
Kodiak Gas Services, Inc.* | | | 20,238 | | | | 370,153 | |
Kosmos Energy Ltd.* | | | 59,590 | | | | 433,815 | |
Scorpio Tankers, Inc.(a) | | | 8,976 | | | | 453,378 | |
SM Energy Co.(a) | | | 10,357 | | | | 438,205 | |
Valaris Ltd.* | | | 1,108 | | | | 83,455 | |
| | | | | | | 2,789,116 | |
Financials—17.6% | | | | | | | | |
AGNC Investment Corp.(a) | | | 14,803 | | | | 146,698 | |
Axis Capital Holdings Ltd. | | | 5,284 | | | | 289,880 | |
Essent Group Ltd. | | | 10,092 | | | | 506,820 | |
Fidelis Insurance Holdings Ltd.* | | | 21,134 | | | | 303,062 | |
First American Financial Corp.(a) | | | 4,932 | | | | 304,206 | |
First BanCorp | | | 23,896 | | | | 331,199 | |
First Commonwealth Financial Corp. | | | 25,679 | | | | 335,624 | |
FirstCash Holdings, Inc. | | | 1,860 | | | | 166,135 | |
Glacier Bancorp, Inc.(a) | | | 6,554 | | | | 197,996 | |
Hanover Insurance Group, Inc., (The) | | | 2,367 | | | | 252,606 | |
Kemper Corp. | | | 14,726 | | | | 691,680 | |
National Bank Holdings Corp., Class A | | | 10,866 | | | | 342,714 | |
Pagseguro Digital Ltd., Class A* | | | 19,117 | | | | 171,671 | |
Piper Sandler Cos. | | | 1,100 | | | | 163,878 | |
Popular, Inc. | | | 5,264 | | | | 359,426 | |
Synovus Financial Corp.(a) | | | 4,409 | | | | 136,503 | |
Triumph Financial, Inc.* | | | 2,900 | | | | 186,267 | |
Webster Financial Corp.(a) | | | 6,218 | | | | 263,705 | |
| | | | | | | 5,150,070 | |
Health Care—7.0% | | | | | | | | |
Enovis Corp.* | | | 10,781 | | | | 604,167 | |
Envista Holdings Corp.* | | | 3,545 | | | | 113,511 | |
Halozyme Therapeutics, Inc.* | | | 6,906 | | | | 293,919 | |
Innoviva, Inc.*(a) | | | 22,530 | | | | 287,257 | |
Pacira BioSciences, Inc.* | | | 8,586 | | | | 303,086 | |
Syneos Health, Inc.* | | | 7,401 | | | | 316,245 | |
Tenet Healthcare Corp.* | | | 1,768 | | | | 137,126 | |
| | | | | | | 2,055,311 | |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—21.2% | | | | | | | | |
ABM Industries, Inc. | | | 4,838 | | | $ | 219,742 | |
ACV Auctions, Inc., Class A* | | | 8,146 | | | | 136,934 | |
Air Lease Corp. | | | 10,205 | | | | 415,956 | |
Alaska Air Group, Inc.* | | | 2,523 | | | | 105,890 | |
Allison Transmission Holdings, Inc. | | | 2,802 | | | | 169,381 | |
Arcosa, Inc. | | | 7,568 | | | | 591,969 | |
BrightView Holdings, Inc.* | | | 9,888 | | | | 81,873 | |
Clarivate PLC*(a) | | | 42,331 | | | | 314,519 | |
Driven Brands Holdings, Inc.* | | | 11,297 | | | | 170,020 | |
Frontier Group Holdings, Inc.*(a) | | | 33,837 | | | | 212,496 | |
Generac Holdings, Inc.*(a) | | | 1,344 | | | | 159,681 | |
Healthcare Services Group, Inc. | | | 11,247 | | | | 129,903 | |
Hillman Solutions Corp.* | | | 34,775 | | | | 314,714 | |
ICF International, Inc. | | | 2,551 | | | | 344,538 | |
Janus International Group, Inc.* | | | 17,710 | | | | 202,779 | |
KBR, Inc.(a) | | | 7,613 | | | | 468,352 | |
Kirby Corp.* | | | 1,928 | | | | 159,696 | |
Knight-Swift Transportation Holdings, Inc., Class A(a) | | | 4,827 | | | | 264,616 | |
Leonardo DRS, Inc.*(a) | | | 21,173 | | | | 362,482 | |
Matthews International Corp., Class A | | | 1,657 | | | | 69,892 | |
Moog, Inc., Class A | | | 1,826 | | | | 212,108 | |
RXO, Inc.* | | | 10,776 | | | | 194,830 | |
Star Bulk Carriers Corp.(a) | | | 15,342 | | | | 269,866 | |
Stericycle, Inc.* | | | 4,174 | | | | 184,533 | |
Sun Country Airlines Holdings, Inc.* | | | 18,578 | | | | 276,626 | |
XPO, Inc.*(a) | | | 2,149 | | | | 160,380 | |
| | | | | | | 6,193,776 | |
Information Technology—4.8% | | | | | | | | |
Harmonic, Inc.*(a) | | | 13,291 | | | | 141,948 | |
LiveRamp Holdings, Inc.* | | | 15,213 | | | | 491,988 | |
Lumentum Holdings, Inc.*(a) | | | 2,881 | | | | 155,948 | |
Mirion Technologies, Inc.*(a) | | | 35,881 | | | | 306,424 | |
NetScout Systems, Inc.* | | | 5,271 | | | | 150,909 | |
Rambus, Inc.*(a) | | | 2,898 | | | | 163,650 | |
| | | | | | | 1,410,867 | |
Materials—12.9% | | | | | | | | |
ATI, Inc.*(a) | | | 4,108 | | | | 186,216 | |
Axalta Coating Systems Ltd.* | | | 13,818 | | | | 391,049 | |
Capstone Copper Corp.* | | | 45,525 | | | | 211,924 | |
Chemours Co., (The) | | | 4,376 | | | | 148,871 | |
Commercial Metals Co.(a) | | | 4,454 | | | | 250,716 | |
Constellium SE* | | | 15,538 | | | | 279,684 | |
Ecovyst, Inc.* | | | 37,783 | | | | 386,898 | |
ERO Copper Corp.*(a) | | | 12,025 | | | | 248,677 | |
Perimeter Solutions SA*(a) | | | 19,880 | | | | 117,491 | |
Piedmont Lithium, Inc.*(a) | | | 7,027 | | | | 314,529 | |
Stelco Holdings, Inc. | | | 4,752 | | | | 136,103 | |
Summit Materials, Inc., Class A* | | | 6,605 | | | | 247,093 | |
Tronox Holdings PLC, Class A | | | 46,525 | | | | 634,601 | |
Warrior Met Coal, Inc. | | | 5,202 | | | | 205,791 | |
| | | | | | | 3,759,643 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 45
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
WPG PARTNERS SMALL CAP VALUE DIVERSIFIED FUND (FORMERLY WPG PARTNERS SMALL/MICRO CAP VALUE FUND) | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—6.7% | | | | | | | | |
Brixmor Property Group, Inc.(a) | | | 20,140 | | | $ | 442,677 | |
DigitalBridge Group, Inc. | | | 14,126 | | | | 246,075 | |
Equity Commonwealth | | | 22,638 | | | | 430,801 | |
Getty Realty Corp.(a) | | | 13,409 | | | | 402,538 | |
Spirit Realty Capital, Inc. | | | 11,293 | | | | 436,023 | |
| | | | | | | 1,958,114 | |
Utilities—5.8% | | | | | | | | |
ALLETE, Inc.(a) | | | 4,488 | | | | 246,391 | |
Avista Corp. | | | 7,876 | | | | 262,192 | |
Black Hills Corp.(a) | | | 5,041 | | | | 277,255 | |
NorthWestern Corp.(a) | | | 5,434 | | | | 273,874 | |
Portland General Electric Co.(a) | | | 6,375 | | | | 279,607 | |
Southwest Gas Holdings, Inc. | | | 2,418 | | | | 149,747 | |
Spire, Inc.(a) | | | 3,226 | | | | 188,431 | |
| | | | | | | 1,677,497 | |
TOTAL COMMON STOCKS (Cost $24,703,525) | | | | | | | 28,335,528 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—23.3% | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%(b) | | | 6,819,559 | | | | 6,819,559 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $6,819,559) | | | | | | | 6,819,559 | |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—3.6% | | | | | | | | |
Tri-State Deposit, 5.45%(b) | | | 210,138 | | | $ | 210,138 | |
U.S. Bank Money Market Deposit Account, 5.20%(b) | | | 848,375 | | | | 848,375 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,058,513) | | | | | | | 1,058,513 | |
TOTAL INVESTMENTS—123.8% (Cost $32,581,597) | | | | | | | 36,213,600 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(23.8)% | | | | | | | (6,950,185 | ) |
NET ASSETS—100.0% | | | | | | $ | 29,263,415 | |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
LLC | Limited Liability Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $6,618,785. |
(b) | The rate shown is as of August 31, 2023. |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
46 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
WPG PARTNERS SMALL CAP VALUE DIVERSIFIED FUND (FORMERLY 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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 1,580,394 | | | $ | 1,580,394 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Staples | | | 1,760,740 | | | | 1,760,740 | | | | — | | | | — | | | | — | |
Energy | | | 2,789,116 | | | | 2,789,116 | | | | — | | | | — | | | | — | |
Financials | | | 5,150,070 | | | | 5,150,070 | | | | — | | | | — | | | | — | |
Health Care | | | 2,055,311 | | | | 2,055,311 | | | | — | | | | — | | | | — | |
Industrials | | | 6,193,776 | | | | 6,193,776 | | | | — | | | | — | | | | — | |
Information Technology | | | 1,410,867 | | | | 1,410,867 | | | | — | | | | — | | | | — | |
Materials | | | 3,759,643 | | | | 3,759,643 | | | | — | | | | — | | | | — | |
Real Estate | | | 1,958,114 | | | | 1,958,114 | | | | — | | | | — | | | | — | |
Utilities | | | 1,677,497 | | | | 1,677,497 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 6,819,559 | | | | — | | | | — | | | | — | | | | 6,819,559 | |
Short-Term Investments | | | 1,058,513 | | | | 848,375 | | | | 210,138 | | | | — | | | | — | |
Total Assets | | $ | 36,213,600 | | | $ | 29,183,903 | | | $ | 210,138 | | | $ | — | | | $ | 6,819,559 | |
* | 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 2023 | 47
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—96.6% | | | | | | | | |
Austria—1.4% | | | | | | | | |
ANDRITZ AG | | | 4,234 | | | $ | 224,911 | |
Verbund AG | | | 1,320 | | | | 108,028 | |
| | | | | | | 332,939 | |
Belgium—0.9% | | | | | | | | |
Azelis Group NV | | | 9,818 | | | | 217,692 | |
Bermuda—1.4% | | | | | | | | |
Everest Group Ltd. | | | 937 | | | | 337,957 | |
Canada—1.0% | | | | | | | | |
Celestica, Inc.* | | | 10,279 | | | | 239,604 | |
Finland—2.0% | | | | | | | | |
Metso Oyj | | | 10,756 | | | | 123,538 | |
Nordea Bank Abp | | | 33,221 | | | | 363,945 | |
| | | | | | | 487,483 | |
France—11.7% | | | | | | | | |
Airbus Group SE | | | 3,250 | | | | 475,499 | |
Alten SA | | | 692 | | | | 98,310 | |
Capgemini SE | | | 1,122 | | | | 209,389 | |
Cie de Saint-Gobain SA | | | 6,004 | | | | 390,574 | |
Eiffage SA | | | 1,625 | | | | 160,604 | |
Kering SA | | | 364 | | | | 194,642 | |
Legrand SA | | | 1,145 | | | | 112,805 | |
Rexel SA | | | 18,935 | | | | 443,970 | |
Sanofi | | | 1,909 | | | | 203,316 | |
SPIE SA | | | 10,447 | | | | 312,753 | |
TotalEnergies SE | | | 3,031 | | | | 190,132 | |
| | | | | | | 2,791,994 | |
Germany—5.8% | | | | | | | | |
Brenntag SE | | | 1,480 | | | | 119,709 | |
Commerzbank AG | | | 32,046 | | | | 352,105 | |
Deutsche Telekom AG | | | 11,478 | | | | 245,670 | |
Rheinmetall AG | | | 1,523 | | | | 413,686 | |
Siemens AG | | | 1,741 | | | | 261,552 | |
| | | | | | | 1,392,722 | |
Greece—1.4% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 21,750 | | | | 325,038 | |
Ireland—2.7% | | | | | | | | |
ICON PLC* | | | 1,601 | | | | 416,164 | |
Ryanair Holdings PLC - SP ADR* | | | 2,295 | | | | 227,779 | |
| | | | | | | 643,943 | |
Japan—9.7% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 10,300 | | | | 400,725 | |
Fuji Electric Co., Ltd. | | | 1,300 | | | | 61,257 | |
Mitsubishi Heavy Industries Ltd. | | | 7,600 | | | | 430,404 | |
Panasonic Holdings Corp. | | | 17,300 | | | | 199,124 | |
Renesas Electronics Corp.* | | | 16,500 | | | | 274,885 | |
Sony Group Corp. | | | 2,200 | | | | 183,024 | |
Subaru Corp. | | | 3,300 | | | | 63,437 | |
Sumitomo Mitsui Financial Group, Inc. | | | 11,000 | | | | 502,881 | |
Takeda Pharmaceutical Co., Ltd. | | | 6,200 | | | | 191,611 | |
| | | | | | | 2,307,348 | |
Netherlands—5.0% | | | | | | | | |
Aalberts NV | | | 2,859 | | | | 118,762 | |
ING Groep NV | | | 33,869 | | | | 479,891 | |
Koninklijke Ahold Delhaize NV | | | 15,031 | | | | 491,665 | |
Stellantis NV | | | 5,053 | | | | 93,668 | |
| | | | | | | 1,183,986 | |
Singapore—1.1% | | | | | | | | |
United Overseas Bank Ltd. | | | 13,000 | | | | 273,096 | |
| | NUMBER OF SHARES | | | VALUE | |
Spain—1.1% | | | | | | | | |
Bankinter SA | | | 41,361 | | | $ | 265,115 | |
Sweden—0.4% | | | | | | | | |
Svenska Handelsbanken AB, Class A | | | 10,519 | | | | 87,771 | |
Switzerland—1.8% | | | | | | | | |
STMicroelectronics NV | | | 4,870 | | | | 229,839 | |
Swiss Re AG | | | 1,053 | | | | 102,254 | |
UBS Group AG | | | 3,411 | | | | 90,346 | |
| | | | | | | 422,439 | |
United Kingdom—11.6% | | | | | | | | |
Coca-Cola European Partners PLC | | | 3,772 | | | | 241,823 | |
Informa PLC | | | 41,702 | | | | 385,306 | |
JD Sports Fashion PLC | | | 179,175 | | | | 328,876 | |
Melrose Industries PLC | | | 44,830 | | | | 289,939 | |
NatWest Group PLC | | | 104,038 | | | | 302,551 | |
Nomad Foods Ltd.* | | | 18,448 | | | | 338,336 | |
Reckitt Benckiser Group PLC | | | 3,186 | | | | 229,920 | |
RS GROUP PLC | | | 6,466 | | | | 62,134 | |
Shell PLC | | | 6,425 | | | | 196,446 | |
Tesco PLC | | | 52,534 | | | | 176,740 | |
WH Smith PLC | | | 12,175 | | | | 225,732 | |
| | | | | | | 2,777,803 | |
United States—37.6% | | | | | | | | |
AbbVie, Inc. | | | 1,629 | | | | 239,398 | |
Advanced Micro Devices, Inc.* | | | 1,718 | | | | 181,627 | |
Alphabet, Inc., Class A* | | | 3,579 | | | | 487,352 | |
Amgen, Inc. | | | 675 | | | | 173,030 | |
Applied Materials, Inc. | | | 401 | | | | 61,257 | |
AutoZone, Inc.* | | | 42 | | | | 106,316 | |
Axalta Coating Systems Ltd.* | | | 3,026 | | | | 85,636 | |
Bank of America Corp. | | | 6,096 | | | | 174,772 | |
Booking Holdings, Inc.* | | | 102 | | | | 316,713 | |
BorgWarner, Inc. | | | 5,781 | | | | 235,576 | |
Cencora, Inc. | | | 1,568 | | | | 275,937 | |
Chubb Ltd. | | | 1,578 | | | | 316,973 | |
Cigna Group, (The) | | | 883 | | | | 243,938 | |
Cisco Systems, Inc. | | | 4,204 | | | | 241,099 | |
Corteva, Inc. | | | 3,495 | | | | 176,532 | |
Dell Technologies, Inc., Class C | | | 5,123 | | | | 288,118 | |
Discover Financial Services | | | 3,160 | | | | 284,621 | |
Elevance Health, Inc. | | | 604 | | | | 266,974 | |
Expedia Group, Inc.* | | | 2,800 | | | | 303,492 | |
FMC Corp. | | | 784 | | | | 67,604 | |
Halliburton Co. | | | 10,150 | | | | 391,993 | |
Henry Schein, Inc.* | | | 2,328 | | | | 178,185 | |
Humana, Inc. | | | 394 | | | | 181,882 | |
Huntington Bancshares, Inc. | | | 11,553 | | | | 128,123 | |
Interpublic Group of Cos., Inc., (The) | | | 7,403 | | | | 241,412 | |
Johnson & Johnson | | | 2,144 | | | | 346,642 | |
JPMorgan Chase & Co. | | | 3,755 | | | | 549,469 | |
Keurig Dr Pepper, Inc. | | | 12,665 | | | | 426,177 | |
Microchip Technology, Inc. | | | 3,463 | | | | 283,412 | |
Schlumberger Ltd. | | | 6,491 | | | | 382,709 | |
TE Connectivity Ltd. | | | 871 | | | | 115,312 | |
United Rentals, Inc. | | | 426 | | | | 203,006 | |
UnitedHealth Group, Inc. | | | 461 | | | | 219,703 | |
US Foods Holding Corp.* | | | 10,273 | | | | 415,337 | |
Zimmer Biomet Holdings, Inc. | | | 3,406 | | | | 405,723 | |
| | | | | | | 8,996,050 | |
TOTAL COMMON STOCKS (Cost $20,999,381) | | | | | | | 23,082,980 | |
The accompanying notes are an integral part of the financial statements.
48 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL SUSTAINABILITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—2.9% | | | | | | | | |
Tri-State Deposit, 5.45%(a) | | | 586,238 | | | $ | 586,238 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 109,441 | | | | 109,441 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $695,679) | | | | | | | 695,679 | |
TOTAL INVESTMENTS—99.5% (Cost $21,695,060) | | | | | | | 23,778,659 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—0.5% | | | | | | | 118,371 | |
NET ASSETS—100.0% | | | | | | $ | 23,897,030 | |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 49
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 332,939 | | | $ | — | | | $ | 332,939 | | | $ | — | |
Belgium | | | 217,692 | | | | — | | | | 217,692 | | | | — | |
Bermuda | | | 337,957 | | | | 337,957 | | | | — | | | | — | |
Canada | | | 239,604 | | | | 239,604 | | | | — | | | | — | |
Finland | | | 487,483 | | | | — | | | | 487,483 | | | | — | |
France | | | 2,791,994 | | | | — | | | | 2,791,994 | | | | — | |
Germany | | | 1,392,722 | | | | — | | | | 1,392,722 | | | | — | |
Greece | | | 325,038 | | | | — | | | | 325,038 | | | | — | |
Ireland | | | 643,943 | | | | 643,943 | | | | — | | | | — | |
Japan | | | 2,307,348 | | | | — | | | | 2,307,348 | | | | — | |
Netherlands | | | 1,183,986 | | | | — | | | | 1,183,986 | | | | — | |
Singapore | | | 273,096 | | | | — | | | | 273,096 | | | | — | |
Spain | | | 265,115 | | | | — | | | | 265,115 | | | | — | |
Sweden | | | 87,771 | | | | — | | | | 87,771 | | | | — | |
Switzerland | | | 422,439 | | | | — | | | | 422,439 | | | | — | |
United Kingdom | | | 2,777,803 | | | | 580,159 | | | | 2,197,644 | | | | — | |
United States | | | 8,996,050 | | | | 8,996,050 | | | | — | | | | — | |
Short-Term Investments | | | 695,679 | | | | 109,441 | | | | 586,238 | | | | — | |
Total Assets | | $ | 23,778,659 | | | $ | 10,907,154 | | | $ | 12,871,505 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
50 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—97.4% | | | | | | |
Bermuda—2.8% | | | | | | | | |
Everest Group Ltd. | | | 8,259 | | | $ | 2,978,856 | |
RenaissanceRe Holdings Ltd. | | | 15,745 | | | | 2,958,328 | |
| | | | | | | 5,937,184 | |
Canada—1.7% | | | | | | | | |
Cenovus Energy, Inc. | | | 186,257 | | | | 3,713,561 | |
Denmark—0.4% | | | | | | | | |
DSV A/S | | | 4,194 | | | | 796,439 | |
Finland—1.1% | | | | | | | | |
Nordea Bank Abp | | | 220,214 | | | | 2,412,502 | |
France—10.9% | | | | | | | | |
Airbus Group SE | | | 20,687 | | | | 3,026,659 | |
Capgemini SE | | | 14,468 | | | | 2,700,041 | |
Cie de Saint-Gobain SA | | | 41,128 | | | | 2,675,469 | |
Eiffage SA | | | 26,103 | | | | 2,579,843 | |
Kering SA | | | 2,555 | | | | 1,366,237 | |
Rexel SA | | | 136,250 | | | | 3,194,663 | |
Sanofi | | | 28,971 | | | | 3,085,531 | |
TotalEnergies SE | | | 71,065 | | | | 4,457,836 | |
| | | | | | | 23,086,279 | |
Germany—7.3% | | | | | | | | |
Brenntag SE | | | 26,571 | | | | 2,149,176 | |
Commerzbank AG | | | 244,597 | | | | 2,687,507 | |
Daimler Truck Holding AG | | | 25,925 | | | | 912,215 | |
Deutsche Telekom AG | | | 113,889 | | | | 2,437,630 | |
Rheinmetall AG | | | 12,854 | | | | 3,491,473 | |
Siemens AG | | | 24,982 | | | | 3,753,073 | |
| | | | | | | 15,431,074 | |
Greece—0.4% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 59,731 | | | | 892,636 | |
Ireland—3.0% | | | | | | | | |
CRH PLC | | | 64,367 | | | | 3,699,274 | |
Ryanair Holdings PLC - SP ADR* | | | 26,006 | | | | 2,581,096 | |
| | | | | | | 6,280,370 | |
Italy—0.5% | | | | | | | | |
Enel SpA | | | 152,707 | | | | 1,025,402 | |
Japan—7.6% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 66,500 | | | | 2,587,208 | |
Fuji Electric Co., Ltd. | | | 21,800 | | | | 1,027,229 | |
Hitachi Ltd. | | | 14,900 | | | | 990,287 | |
Mitsubishi Heavy Industries Ltd. | | | 46,800 | | | | 2,650,384 | |
Mitsubishi UFJ Financial Group, Inc. | | | 220,500 | | | | 1,759,078 | |
Renesas Electronics Corp.* | | | 91,500 | | | | 1,524,360 | |
Sony Group Corp. | | | 31,800 | | | | 2,645,522 | |
Subaru Corp. | | | 42,600 | | | | 818,917 | |
Sumitomo Mitsui Financial Group, Inc. | | | 45,500 | | | | 2,080,099 | |
| | | | | | | 16,083,084 | |
Luxembourg—0.7% | | | | | | | | |
Tenaris SA | | | 99,123 | | | | 1,582,980 | |
Netherlands—5.6% | | | | | | | | |
Aalberts NV | | | 33,536 | | | | 1,393,078 | |
ING Groep NV | | | 219,345 | | | | 3,107,905 | |
Koninklijke Ahold NV | | | 90,720 | | | | 2,967,455 | |
Stellantis NV | | | 244,428 | | | | 4,530,984 | |
| | | | | | | 11,999,422 | |
Singapore—1.1% | | | | | | | | |
United Overseas Bank Ltd. | | | 116,000 | | | | 2,436,855 | |
| | NUMBER OF SHARES | | | VALUE | |
South Korea—0.4% | | | | | | | | |
Samsung Electronics Co., Ltd. | | | 14,955 | | | $ | 756,368 | |
Spain—1.3% | | | | | | | | |
Banco Bilbao Vizcaya Argentaria SA | | | 178,958 | | | | 1,411,960 | |
Bankinter SA | | | 201,475 | | | | 1,291,410 | |
| | | | | | | 2,703,370 | |
Sweden—1.4% | | | | | | | | |
Loomis AB | | | 32,214 | | | | 853,984 | |
Svenska Handelsbanken AB, Class A | | | 244,462 | | | | 2,039,805 | |
| | | | | | | 2,893,789 | |
Switzerland—2.5% | | | | | | | | |
Glencore PLC | | | 553,303 | | | | 2,946,450 | |
STMicroelectronics NV | | | 48,789 | | | | 2,302,587 | |
| | | | | | | 5,249,037 | |
United Kingdom—14.0% | | | | | | | | |
BP PLC | | | 434,193 | | | | 2,683,005 | |
Coca-Cola Europacific Partners PLC | | | 41,391 | | | | 2,653,577 | |
Hikma Pharmaceuticals PLC | | | 33,971 | | | | 938,387 | |
IMI PLC | | | 103,618 | | | | 1,966,418 | |
Inchcape PLC | | | 212,731 | | | | 2,053,175 | |
JD Sports Fashion PLC | | | 1,310,576 | | | | 2,405,563 | |
NatWest Group PLC | | | 694,640 | | | | 2,020,072 | |
Nomad Foods Ltd.* | | | 88,382 | | | | 1,620,926 | |
Reckitt Benckiser Group PLC | | | 39,696 | | | | 2,864,693 | |
Shell PLC | | | 143,549 | | | | 4,389,054 | |
SSE PLC | | | 95,382 | | | | 1,960,021 | |
Tesco PLC | | | 871,839 | | | | 2,933,116 | |
WH Smith PLC | | | 67,254 | | | | 1,246,931 | |
| | | | | | | 29,734,938 | |
United States—34.7% | | | | | | | | |
AGCO Corp. | | | 14,092 | | | | 1,825,337 | |
Amgen, Inc. | | | 5,597 | | | | 1,434,735 | |
AutoZone, Inc.*(a) | | | 233 | | | | 589,800 | |
Bank of America Corp. | | | 47,605 | | | | 1,364,835 | |
BorgWarner, Inc.(a) | | | 31,361 | | | | 1,277,961 | |
Bristol-Myers Squibb Co. | | | 30,273 | | | | 1,866,330 | |
Centene Corp.* | | | 15,347 | | | | 946,142 | |
Chubb Ltd. | | | 16,430 | | | | 3,300,294 | |
Cigna Group, (The) | | | 9,218 | | | | 2,546,565 | |
Cisco Systems, Inc. | | | 64,790 | | | | 3,715,706 | |
Corteva, Inc. | | | 16,327 | | | | 824,677 | |
Dell Technologies, Inc., Class C | | | 24,526 | | | | 1,379,342 | |
Discover Financial Services | | | 17,232 | | | | 1,552,086 | |
Elevance Health, Inc. | | | 3,975 | | | | 1,756,990 | |
Expedia Group, Inc.*(a) | | | 17,033 | | | | 1,846,207 | |
Fifth Third Bancorp | | | 74,043 | | | | 1,965,842 | |
FleetCor Technologies, Inc.* | | | 9,461 | | | | 2,570,837 | |
FMC Corp. | | | 9,353 | | | | 806,509 | |
Gen Digital, Inc. | | | 77,936 | | | | 1,578,204 | |
Global Payments, Inc. | | | 10,907 | | | | 1,381,808 | |
Goldman Sachs Group, Inc., (The) | | | 6,587 | | | | 2,158,626 | |
Halliburton Co. | | | 61,384 | | | | 2,370,650 | |
HCA Healthcare, Inc. | | | 3,512 | | | | 973,878 | |
Henry Schein, Inc.* | | | 21,970 | | | | 1,681,584 | |
Humana, Inc. | | | 3,504 | | | | 1,617,551 | |
Huntington Bancshares, Inc.(a) | | | 173,301 | | | | 1,921,908 | |
Interpublic Group of Cos., Inc., (The)(a) | | | 61,776 | | | | 2,014,515 | |
Johnson & Johnson | | | 10,313 | | | | 1,667,406 | |
JPMorgan Chase & Co. | | | 21,699 | | | | 3,175,215 | |
LKQ Corp. | | | 18,546 | | | | 974,221 | |
McKesson Corp. | | | 5,234 | | | | 2,158,083 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 51
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Micron Technology, Inc.(a) | | | 9,906 | | | $ | 692,826 | |
Nexstar Media Group, Inc., Class A(a) | | | 10,482 | | | | 1,706,470 | |
Oracle Corp. | | | 6,745 | | | | 812,031 | |
Phinia, Inc.* | | | 4,406 | | | | 122,487 | |
Pioneer Natural Resources Co. | | | 3,304 | | | | 786,121 | |
Schlumberger Ltd. | | | 21,963 | | | | 1,294,938 | |
Science Applications International Corp. | | | 9,008 | | | | 1,059,881 | |
TE Connectivity Ltd. | | | 7,618 | | | | 1,008,547 | |
Textron, Inc.(a) | | | 26,843 | | | | 2,085,969 | |
United Rentals, Inc. | | | 3,268 | | | | 1,557,333 | |
UnitedHealth Group, Inc. | | | 2,341 | | | | 1,115,674 | |
US Foods Holding Corp.*(a) | | | 70,474 | | | | 2,849,264 | |
Wells Fargo & Co. | | | 42,327 | | | | 1,747,682 | |
Zimmer Biomet Holdings, Inc. | | | 13,309 | | | | 1,585,368 | |
| | | | | | | 73,668,435 | |
TOTAL COMMON STOCKS (Cost $175,339,956) | | | | | | | 206,683,725 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—6.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%(b) | | | 12,674,868 | | | | 12,674,868 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $12,674,868) | | | | | | | 12,674,868 | |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—2.4% | | | | |
Tri-State Deposit, 5.45%(b) | | | 3,840,615 | | | $ | 3,840,615 | |
U.S. Bank Money Market Deposit Account, 5.20%(b) | | | 1,267,902 | | | | 1,267,902 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $5,108,517) | | | | 5,108,517 | |
TOTAL INVESTMENTS—105.8% (Cost $193,123,341) | | | | 224,467,110 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(5.8)% | | | | | | | (12,303,301 | ) |
NET ASSETS—100.0% | | | | | | $ | 212,163,809 | |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
LLC | Limited Liability Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $12,370,330. |
(b) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of the financial statements.
52 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 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 | | $ | 5,937,184 | | | $ | 5,937,184 | | | $ | — | | | $ | — | | | $ | — | |
Canada | | | 3,713,561 | | | | 3,713,561 | | | | — | | | | — | | | | — | |
Denmark | | | 796,439 | | | | — | | | | 796,439 | | | | — | | | | — | |
Finland | | | 2,412,502 | | | | — | | | | 2,412,502 | | | | — | | | | — | |
France | | | 23,086,279 | | | | — | | | | 23,086,279 | | | | — | | | | — | |
Germany | | | 15,431,074 | | | | — | | | | 15,431,074 | | | | — | | | | — | |
Greece | | | 892,636 | | | | — | | | | 892,636 | | | | — | | | | — | |
Ireland | | | 6,280,370 | | | | 2,581,096 | | | | 3,699,274 | | | | — | | | | — | |
Italy | | | 1,025,402 | | | | — | | | | 1,025,402 | | | | — | | | | — | |
Japan | | | 16,083,084 | | | | — | | | | 16,083,084 | | | | — | | | | — | |
Luxembourg | | | 1,582,980 | | | | — | | | | 1,582,980 | | | | — | | | | — | |
Netherlands | | | 11,999,422 | | | | — | | | | 11,999,422 | | | | — | | | | — | |
Singapore | | | 2,436,855 | | | | — | | | | 2,436,855 | | | | — | | | | — | |
South Korea | | | 756,368 | | | | — | | | | 756,368 | | | | — | | | | — | |
Spain | | | 2,703,370 | | | | — | | | | 2,703,370 | | | | — | | | | — | |
Sweden | | | 2,893,789 | | | | — | | | | 2,893,789 | | | | — | | | | — | |
Switzerland | | | 5,249,037 | | | | — | | | | 5,249,037 | | | | — | | | | — | |
United Kingdom | | | 29,734,938 | | | | 4,274,503 | | | | 25,460,435 | | | | — | | | | — | |
United States | | | 73,668,435 | | | | 73,668,435 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 12,674,868 | | | | — | | | | — | | | | — | | | | 12,674,868 | |
Short-Term Investments | | | 5,108,517 | | | | 1,267,902 | | | | 3,840,615 | | | | — | | | | — | |
Total Assets | | $ | 224,467,110 | | | $ | 91,442,681 | | | $ | 120,349,561 | | | $ | — | | | $ | 12,674,868 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy to the amounts presented in the Portfolio of Investments. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 53
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—93.5% | | | | | | | | |
Austria—0.8% | | | | | | | | |
Erste Group Bank AG | | | 5,180 | | | $ | 184,791 | |
Brazil—6.8% | | | | | | | | |
Banco do Brasil SA | | | 113,700 | | | | 1,088,543 | |
Cielo SA | | | 58,600 | | | | 44,257 | |
Eletromidia SA* | | | 57,276 | | | | 187,140 | |
Porto Seguro SA | | | 17,200 | | | | 90,723 | |
Sendas Distribuidora S/A | | | 19,200 | | | | 44,937 | |
TIM SA - ADR | | | 4,614 | | | | 67,641 | |
TIM SA | | | 19,400 | | | | 56,726 | |
| | | | | | | 1,579,967 | |
Cayman Islands—1.0% | | | | | | | | |
StoneCo Ltd., Class A* | | | 19,131 | | | | 234,546 | |
Chile—0.1% | | | | | | | | |
Banco Santander Chile - SP ADR | | | 1,447 | | | | 27,681 | |
China—20.9% | | | | | | | | |
3SBio, Inc. | | | 48,500 | | | | 40,559 | |
Alibaba Group Holding Ltd.* | | | 5,600 | | | | 64,995 | |
Alibaba Group Holding Ltd. - SP ADR* | | | 2,320 | | | | 215,528 | |
Anhui Heli Co., Ltd., Class A | | | 44,700 | | | | 122,288 | |
BOE Technology Group Co., Ltd.,Class A | | | 1,704,690 | | | | 937,181 | |
China Feihe Ltd. | | | 106,000 | | | | 63,729 | |
China State Construction Engineering Corp., Ltd., Class A | | | 57,400 | | | | 44,318 | |
COSCO SHIPPING Holdings Co., Ltd., Class H | | | 263,500 | | | | 270,215 | |
JD.com, Inc., Class A | | | 305 | | | | 5,062 | |
JD.com, Inc. - ADR | | | 3,901 | | | | 129,552 | |
Midea Group Co., Ltd., Class A | | | 45,700 | | | | 354,311 | |
Rianlon Corp., Class A | | | 15,700 | | | | 74,722 | |
Sany Heavy Industry Co., Ltd., Class A | | | 77,699 | | | | 165,260 | |
Tencent Holdings Ltd. | | | 4,200 | | | | 174,050 | |
Trip.com Group Ltd. - ADR* | | | 9,238 | | | | 363,146 | |
Tsingtao Brewery Co., Ltd., Class H | | | 30,000 | | | | 249,469 | |
Vipshop Holdings Ltd. - ADR* | | | 15,132 | | | | 238,934 | |
Weichai Power Co., Ltd., Class H | | | 69,000 | | | | 89,384 | |
Weichai Power Co., Ltd., Class A | | | 344,500 | | | | 556,692 | |
XCMG Construction Machinery Co., Ltd., Class A | | | 259,000 | | | | 215,044 | |
Xiamen Xiangyu Co., Ltd., Class A | | | 32,100 | | | | 30,820 | |
Yixintang Pharmaceutical Group Co., Ltd., Class A | | | 61,000 | | | | 189,969 | |
YTO Express Group Co., Ltd., Class A | | | 52,097 | | | | 107,987 | |
YTO Express Group Co., Ltd., Class A | | | 19,800 | | | | 41,042 | |
Zhuzhou Kibing Group Co., Ltd., Class A | | | 122,400 | | | | 146,458 | |
| | | | | | | 4,890,715 | |
Cyprus—0.0% | | | | | | | | |
Fix Price Group PLC - GDR*† | | | 5,934 | | | | 0 | |
Greece—1.1% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 4,753 | | | | 71,030 | |
JUMBO SA | | | 5,689 | | | | 175,936 | |
| | | | | | | 246,966 | |
| | NUMBER OF SHARES | | | VALUE | |
Hong Kong—0.6% | | | | | | | | |
Orient Overseas International Ltd. | | | 10,000 | | | $ | 134,113 | |
Hungary—0.1% | | | | | | | | |
Richter Gedeon Nyrt | | | 1,253 | | | | 31,446 | |
India—12.6% | | | | | | | | |
Apollo Tyres Ltd. | | | 27,658 | | | | 129,673 | |
Bajaj Auto Ltd. | | | 3,384 | | | | 188,433 | |
Bank of Baroda | | | 325,678 | | | | 735,409 | |
Gravita India Ltd.* | | | 7,859 | | | | 74,182 | |
IDFC First Bank Ltd.* | | | 288,533 | | | | 324,941 | |
Indian Hotels Co., Ltd. | | | 65,502 | | | | 332,728 | |
ITC Ltd. | | | 42,906 | | | | 227,760 | |
Mahindra & Mahindra Ltd. | | | 19,107 | | | | 363,294 | |
PB Fintech Ltd.* | | | 16,578 | | | | 154,955 | |
Phoenix Mills Ltd., (The) | | | 3,351 | | | | 72,807 | |
Power Grid Corp. of India Ltd. | | | 94,219 | | | | 278,093 | |
Zydus Lifesciences Ltd. | | | 9,620 | | | | 72,651 | |
| | | | | | | 2,954,926 | |
Indonesia—2.8% | | | | | | | | |
Bank Central Asia Tbk PT | | | 555,000 | | | | 334,113 | |
Bank Mandiri Persero Tbk PT | | | 640,100 | | | | 253,120 | |
Bank Negara Indonesia Persero Tbk PT | | | 97,200 | | | | 58,534 | |
| | | | | | | 645,767 | |
Israel—3.6% | | | | | | | | |
Inmode Ltd.* | | | 8,550 | | | | 334,220 | |
Mizrahi Tefahot Bank Ltd. | | | 4,353 | | | | 143,128 | |
Monday.com Ltd.* | | | 1,031 | | | | 182,941 | |
Wix.com Ltd.* | | | 1,890 | | | | 186,675 | |
| | | | | | | 846,964 | |
Japan—0.8% | | | | | | | | |
Suzuki Motor Corp. | | | 4,800 | | | | 188,604 | |
Mexico—3.1% | | | | | | | | |
Arca Continental SAB de CV | | | 14,100 | | | | 137,688 | |
Cemex SAB de CV - SP ADR* | | | 7,191 | | | | 57,312 | |
Coca-Cola Femsa SAB de CV - SP ADR | | | 748 | | | | 63,386 | |
Gruma SAB de CV, Class B | | | 4,750 | | | | 79,012 | |
Grupo Comercial Chedraui SA de CV | | | 8,400 | | | | 47,083 | |
Grupo Financiero Banorte SAB de CV, Class O | | | 39,900 | | | | 338,684 | |
| | | | | | | 723,165 | |
Peru—0.2% | | | | | | | | |
Credicorp Ltd. | | | 336 | | | | 47,521 | |
Russia—–% | | | | | | | | |
HeadHunter Group PLC - ADR*† | | | 3,106 | | | | 0 | |
Magnit PJSC† | | | 2,995 | | | | 0 | |
Sberbank of Russia PJSC -SP ADR*† | | | 9,522 | | | | 0 | |
| | | | | | | 0 | |
Singapore—4.5% | | | | | | | | |
DBS Group Holdings Ltd. | | | 14,856 | | | | 365,660 | |
Singapore Airlines Ltd. | | | 52,300 | | | | 265,744 | |
United Overseas Bank Ltd. | | | 20,000 | | | | 420,147 | |
| | | | | | | 1,051,551 | |
The accompanying notes are an integral part of the financial statements.
54 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
South Africa—1.1% | | | | | | | | |
Aspen Pharmacare Holdings Ltd. | | | 16,456 | | | $ | 150,052 | |
Life Healthcare Group Holdings Ltd. | | | 28,783 | | | | 32,723 | |
Thungela Resources Ltd. | | | 5,047 | | | | 40,087 | |
Thungela Resources Ltd. | | | 3,370 | | | | 26,605 | |
| | | | | | | 249,467 | |
South Korea—18.2% | | | | | | | | |
Classys, Inc. | | | 2,851 | | | | 83,462 | |
Daewoo Engineering & Construction Co., Ltd.* | | | 23,221 | | | | 80,704 | |
Doosan Bobcat, Inc. | | | 5,289 | | | | 214,922 | |
Hana Financial Group, Inc. | | | 4,054 | | | | 121,144 | |
Hankook Tire & Technology Co., Ltd. | | | 2,708 | | | | 79,266 | |
Hanon Systems | | | 16,855 | | | | 116,050 | |
Hanwha Systems Co., Ltd. | | | 14,053 | | | | 142,589 | |
HD Hyundai Infracore Co., Ltd. | | | 41,387 | | | | 328,942 | |
HK inno N Corp. | | | 2,227 | | | | 62,267 | |
HL Mando Co., Ltd. | | | 4,439 | | | | 140,526 | |
Hyundai Engineering & Construction Co., Ltd. | | | 10,868 | | | | 291,501 | |
Hyundai Mobis Co., Ltd. | | | 2,298 | | | | 401,196 | |
Hyundai Steel Co. | | | 4,471 | | | | 122,257 | |
Hyundai Wia Corp. | | | 2,484 | | | | 108,096 | |
JYP Entertainment Corp. | | | 824 | | | | 69,883 | |
LIG Nex1 Co., Ltd. | | | 1,428 | | | | 91,453 | |
Orion Corp. | | | 822 | | | | 75,704 | |
Samsung Electronics Co., Ltd. | | | 13,347 | | | | 675,041 | |
Samsung Electronics Co., Ltd. - GDR | | | 81 | | | | 102,305 | |
SK Hynix, Inc. | | | 10,333 | | | | 950,121 | |
| | | | | | | 4,257,429 | |
Taiwan—9.0% | | | | | | | | |
Accton Technology Corp. | | | 50,000 | | | | 745,717 | |
AUO Corp. | | | 207,000 | | | | 115,591 | |
Evergreen Marine Corp Taiwan Ltd. | | | 125,000 | | | | 417,441 | |
Hiwin Technologies Corp. | | | 26,000 | | | | 166,947 | |
Innolux Corp. | | | 727,000 | | | | 329,317 | |
Nanya Technology Corp. | | | 91,000 | | | | 189,614 | |
Yang Ming Marine Transport Corp. | | | 108,000 | | | | 143,051 | |
| | | | | | | 2,107,678 | |
Thailand—2.0% | | | | | | | | |
AP Thailand PCL - NVDR | | | 139,100 | | | | 50,428 | |
Bangkok Bank PCL | | | 48,800 | | | | 236,087 | |
Bumrungrad Hospital PCL | | | 18,900 | | | | 139,790 | |
Kiatnakin Phatra Bank PCL* | | | 1,083 | | | | 100 | |
Kiatnakin Phatra Bank PCL* | | | 1,083 | | | | 35 | |
Supalai PCL - NVDR | | | 77,800 | | | | 48,190 | |
| | | | | | | 474,630 | |
United Arab Emirates—0.8% | | | | | | | | |
Abu Dhabi Islamic Bank PJSC | | | 62,323 | | | | 176,805 | |
United Kingdom—0.6% | | | | | | | | |
Hikma Pharmaceuticals PLC | | | 3,040 | | | | 83,974 | |
Wizz Air Holdings PLC* | | | 2,318 | | | | 66,023 | |
| | | | | | | 149,997 | |
| | NUMBER OF SHARES | | | VALUE | |
United States—1.9% | | | | | | | | |
AES Corp., (The) | | | 1,601 | | | $ | 28,706 | |
Micron Technology, Inc. | | | 3,349 | | | | 234,229 | |
Samsonite International SA* | | | 54,300 | | | | 181,773 | |
| | | | | | | 444,708 | |
Uruguay—0.9% | | | | | | | | |
Arcos Dorados Holdings, Inc., Class A | | | 20,971 | | | | 206,984 | |
TOTAL COMMON STOCKS (Cost $20,413,561) | | | | | | | 21,856,421 | |
PREFERRED STOCKS—1.8% | | | | | | | | |
Brazil—0.2% | | | | | | | | |
Itau Unibanco Holding SA - SP ADR 4.316% | | | 6,796 | | | | 37,378 | |
South Korea—1.6% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.661% | | | 9,195 | | | | 375,340 | |
TOTAL PREFERRED STOCKS (Cost $434,989) | | | | | | | 412,718 | |
SHORT-TERM INVESTMENTS—5.0% | | | | | | | | |
Tri-State Deposit, 5.45%(a) | | | 976,495 | | | | 976,495 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 194,237 | | | | 194,237 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,170,732) | | | | | | | 1,170,732 | |
TOTAL INVESTMENTS—100.3% (Cost $22,019,282) | | | | | | | 23,439,871 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(0.3)% | | | | | | | (69,200 | ) |
NET ASSETS—100.0% | | | | | | $ | 23,370,671 | |
ADR | American Depositary Receipt |
GDR | Global Depositary Receipt |
NVDR | Non-voting Depository Receipt |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
* | Non-income producing. |
(a) | The rate shown is as of August 31, 2023. |
† | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $0 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 55
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2023, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Long | | | | | | | | | | | | | | | | | | | |
China | | | | | | | | | | | | | | | | | | | |
DaShenLin Pharmaceutical Group Co., Ltd. | | Goldman Sachs | | 05/29/2026 | | | 5.33 | % | | Termination | | | 81,120 | | | $ | 295,874 | | | | $ | (25,428 | ) |
Proya Cosmetics Co., Ltd., Class A | | Goldman Sachs | | 05/29/2026 | | | 5.33 | | | Termination | | | 13,140 | | | | 201,420 | | | | | 4,159 | |
| | | | | | | | | | | | | | | | | 497,294 | | | | | (21,269 | ) |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins | | Goldman Sachs | | 12/08/2025 | | | 3.65 | | | Termination | | | 18,619 | | | | 474,455 | | | | | 61,730 | |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 09/18/2025 | | | 5.33 | | | Monthly | | | 117,900 | | | | — | | | | | (181,961 | ) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Elan Microelectronics Corp. | | Goldman Sachs | | 07/13/2026 | | | 5.33 | | | Termination | | | 17,000 | | | | 64,057 | | | | | 5,640 | |
Total Long | | | | | | | | | | | | | | | | | 1,035,806 | | | | | (135,860 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | $ | (135,860 | ) |
The accompanying notes are an integral part of the financial statements.
56 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 184,791 | | | $ | — | | | $ | 184,791 | | | $ | — | |
Brazil | | | 1,579,967 | | | | 1,579,967 | | | | — | | | | — | |
Cayman Islands | | | 234,546 | | | | 234,546 | | | | — | | | | — | |
Chile | | | 27,681 | | | | 27,681 | | | | — | | | | — | |
China | | | 4,890,715 | | | | 947,160 | | | | 3,943,555 | | | | — | |
Cyprus | | | — | | | | — | | | | — | | | | — | * |
Greece | | | 246,966 | | | | 175,936 | | | | 71,030 | | | | — | |
Hong Kong | | | 134,113 | | | | — | | | | 134,113 | | | | — | |
Hungary | | | 31,446 | | | | 31,446 | | | | — | | | | — | |
India | | | 2,954,926 | | | | — | | | | 2,954,926 | | | | — | |
Indonesia | | | 645,767 | | | | — | | | | 645,767 | | | | — | |
Israel | | | 846,964 | | | | 703,836 | | | | 143,128 | | | | — | |
Japan | | | 188,604 | | | | — | | | | 188,604 | | | | — | |
Mexico | | | 723,165 | | | | 723,165 | | | | — | | | | — | |
Peru | | | 47,521 | | | | 47,521 | | | | — | | | | — | |
Russia | | | — | | | | — | | | | — | | | | — | * |
Singapore | | | 1,051,551 | | | | — | | | | 1,051,551 | | | | — | |
South Africa | | | 249,467 | | | | 249,467 | | | | — | | | | — | |
South Korea | | | 4,257,429 | | | | — | | | | 4,257,429 | | | | — | |
Taiwan | | | 2,107,678 | | | | 329,317 | | | | 1,778,361 | | | | — | |
Thailand | | | 474,630 | | | | 139,925 | | | | 334,705 | | | | — | |
United Arab Emirates | | | 176,805 | | | | 176,805 | | | | — | | | | — | |
United Kingdom | | | 149,997 | | | | — | | | | 149,997 | | | | — | |
United States | | | 444,708 | | | | 262,935 | | | | 181,773 | | | | — | |
Uruguay | | | 206,984 | | | | 206,984 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 37,378 | | | | 37,378 | | | | — | | | | — | |
South Korea | | | 375,340 | | | | — | | | | 375,340 | | | | — | |
Short-Term Investments | | | 1,170,732 | | | | 194,237 | | | | 976,495 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 71,529 | | | | 71,529 | | | | — | | | | — | |
Total Assets | | $ | 23,511,400 | | | $ | 6,139,835 | | | $ | 17,371,565 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (207,389 | ) | | $ | (25,428 | ) | | $ | — | | | $ | (181,961 | ) |
Total Liabilities | | $ | (207,389 | ) | | $ | (25,428 | ) | | $ | — | | | $ | (181,961 | ) |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 57
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | | VALUE | |
LONG POSITIONS—114.0% | | | | | | | | | |
COMMON STOCKS—93.9% | | | | | | | | | |
Communication Services—6.6% | | | | | | | | | |
Alphabet, Inc., Class A*† | | | 8,379 | | | | $ | 1,140,968 | |
Baidu, Inc., Class A* | | | 54,048 | | | | | 965,256 | |
Entravision Communications Corp., Class A† | | | 165,225 | | | | | 632,812 | |
Nexstar Media Group, Inc., Class A(a) | | | 6,806 | | | | | 1,108,017 | |
TEGNA, Inc.(a) | | | 24,039 | | | | | 397,365 | |
Vivid Seats, Inc., Class A*(a) | | | 36,421 | | | | | 264,416 | |
| | | | | | | | 4,508,834 | |
Consumer Discretionary—9.5% | | | | | | | | | |
Alibaba Group Holding Ltd.* | | | 27,504 | | | | | 319,215 | |
Arcos Dorados Holdings, Inc., Class A | | | 98,294 | | | | | 970,162 | |
Bowlero Corp.*(a) | | | 22,805 | | | | | 250,855 | |
Carriage Services, Inc.† | | | 10,124 | | | | | 312,022 | |
Cavco Industries, Inc.*(a) | | | 1,825 | | | | | 510,124 | |
GigaCloud Technology, Inc., Class A* | | | 57,221 | | | | | 715,835 | |
JD.com, Inc., Class A | | | 22,086 | | | | | 366,806 | |
Las Vegas Sands Corp.(a) | | | 4,937 | | | | | 270,844 | |
Monarch Casino & Resort, Inc. | | | 4,816 | | | | | 324,598 | |
Perdoceo Education Corp.† | | | 42,606 | | | | | 705,981 | |
Phinia, Inc.*(a) | | | 9,682 | | | | | 269,160 | |
Stellantis NV(a) | | | 36,273 | | | | | 672,864 | |
Stride, Inc.*† | | | 17,761 | | | | | 754,665 | |
| | | | | | | | 6,443,131 | |
Consumer Staples—2.1% | | | | | | | | | |
British American Tobacco PLC - SP ADR | | | 17,217 | | | | | 571,604 | |
Kenvue, Inc.(a) | | | 14,141 | | | | | 325,946 | |
Vector Group Ltd.† | | | 53,857 | | | | | 576,809 | |
| | | | | | | | 1,474,359 | |
Energy—6.4% | | | | | | | | | |
BP PLC - SP ADR | | | 22,534 | | | | | 837,814 | |
Canadian Natural Resources Ltd.(a) | | | 25,023 | | | | | 1,618,738 | |
Marathon Petroleum Corp.† | | | 8,325 | | | | | 1,188,560 | |
Schlumberger Ltd. | | | 7,760 | | | | | 457,530 | |
VAALCO Energy, Inc.(a) | | | 67,094 | | | | | 277,769 | |
| | | | | | | | 4,380,411 | |
Financials—17.6% | | | | | | | | | |
American International Group, Inc.† | | | 9,924 | | | | | 580,752 | |
Bank of America Corp.† | | | 14,056 | | | | | 402,985 | |
BGC Group, Inc., Class A | | | 241,835 | | | | | 1,194,665 | |
Citigroup, Inc.† | | | 12,182 | | | | | 502,995 | |
Crawford & Co., Class A† | | | 29,145 | | | | | 312,143 | |
Evercore, Inc., Class A(a) | | | 2,895 | | | | | 405,445 | |
Fairfax Financial Holdings Ltd. | | | 1,695 | | | | | 1,397,494 | |
FleetCor Technologies, Inc.* | | | 2,461 | | | | | 668,728 | |
I3 Verticals, Inc., Class A* | | | 17,733 | | | | | 419,385 | |
Intercorp Financial Services, Inc. | | | 12,682 | | | | | 295,871 | |
James River Group Holdings Ltd. | | | 38,450 | | | | | 559,832 | |
Jefferies Financial Group, Inc.† | | | 26,471 | | | | | 944,750 | |
KB Financial Group, Inc. - ADR(a) | | | 12,874 | | | | | 519,723 | |
OP Bancorp† | | | 15,191 | | | | | 143,403 | |
PayPal Holdings, Inc.* | | | 7,234 | | | | | 452,197 | |
Reinsurance Group of America, Inc. | | | 3,361 | | | | | 465,902 | |
Shift4 Payments, Inc., Class A*(a) | | | 9,843 | | | | | 558,984 | |
Stifel Financial Corp.† | | | 16,347 | | | | | 1,062,882 | |
| | NUMBER OF SHARES | | | | VALUE | |
Financials—(continued) | | | | | | | | | |
Wells Fargo & Co.† | | | 14,226 | | | | $ | 587,392 | |
Willis Towers Watson PLC | | | 2,328 | | | | | 481,337 | |
| | | | | | | | 11,956,865 | |
Health Care—17.1% | | | | | | | | | |
Amgen, Inc.† | | | 2,936 | | | | | 752,614 | |
Biote Corp., Class A*(a) | | | 46,795 | | | | | 231,167 | |
Bristol-Myers Squibb Co. | | | 9,075 | | | | | 559,474 | |
Catalyst Pharmaceuticals, Inc.*† | | | 54,923 | | | | | 771,119 | |
Centene Corp.*† | | | 11,641 | | | | | 717,668 | |
Cigna Group, (The)† | | | 3,241 | | | | | 895,359 | |
CVS Health Corp.† | | | 12,497 | | | | | 814,429 | |
Elevance Health, Inc.† | | | 2,600 | | | | | 1,149,226 | |
HCA Healthcare, Inc.† | | | 1,995 | | | | | 553,213 | |
Henry Schein, Inc.* | | | 8,125 | | | | | 621,887 | |
Jazz Pharmaceuticals PLC* | | | 2,210 | | | | | 316,826 | |
Johnson & Johnson | | | 5,706 | | | | | 922,546 | |
Lantheus Holdings, Inc.*(a) | | | 10,502 | | | | | 718,757 | |
Medtronic PLC† | | | 8,535 | | | | | 695,603 | |
Novartis AG - SP ADR† | | | 10,497 | | | | | 1,054,739 | |
Quipt Home Medical Corp.* | | | 87,492 | | | | | 517,078 | |
Universal Health Services, Inc., Class B† | | | 2,399 | | | | | 323,145 | |
| | | | | | | | 11,614,850 | |
Industrials—12.5% | | | | | | | | | |
Barrett Business Services, Inc.† | | | 9,366 | | | | | 896,139 | |
Brady Corp., Class A | | | 6,801 | | | | | 343,042 | |
Builders FirstSource, Inc.*(a)#† | | | 7,208 | | | | | 1,045,448 | |
CACI International, Inc., Class A* | | | 1,709 | | | | | 560,569 | |
CoreCivic, Inc.* | | | 43,010 | | | | | 462,788 | |
Euroseas Ltd. | | | 14,723 | | | | | 404,883 | |
Galliford Try Holdings PLC | | | 149,182 | | | | | 370,408 | |
Heidrick & Struggles International, Inc.† | | | 5,251 | | | | | 139,099 | |
Korn Ferry | | | 7,135 | | | | | 363,742 | |
Quanta Services, Inc.† | | | 2,226 | | | | | 467,171 | |
RCM Technologies, Inc.* | | | 14,262 | | | | | 292,942 | |
Ryanair Holdings PLC - SP ADR* | | | 5,119 | | | | | 508,061 | |
Sterling Infrastructure, Inc.* | | | 10,451 | | | | | 864,925 | |
Textron, Inc.(a) | | | 9,530 | | | | | 740,576 | |
UFP Industries, Inc. | | | 3,301 | | | | | 344,459 | |
V2X, Inc.* | | | 6,522 | | | | | 328,122 | |
Wabash National Corp.(a) | | | 16,793 | | | | | 378,682 | |
| | | | | | | | 8,511,056 | |
Information Technology—15.5% | | | | | | | | | |
Box, Inc., Class A*(a) | | | 10,620 | | | | | 281,218 | |
Check Point Software Technologies Ltd.* | | | 7,462 | | | | | 1,004,311 | |
Cisco Systems, Inc.† | | | 17,281 | | | | | 991,065 | |
Cognizant Technology Solutions Corp., Class A† | | 11,531 | | | | | 825,735 | |
DocuSign, Inc.* | | | 6,699 | | | | | 336,960 | |
Dropbox, Inc., Class A*† | | | 20,115 | | | | | 558,996 | |
Extreme Networks, Inc.* | | | 27,422 | | | | | 752,734 | |
Hackett Group, Inc., (The)† | | | 26,936 | | | | | 634,881 | |
InterDigital, Inc.(a) | | | 5,347 | | | | | 463,638 | |
Microchip Technology, Inc. | | | 6,032 | | | | | 493,659 | |
Open Text Corp.† | | | 22,693 | | | | | 913,620 | |
Oracle Corp.† | | | 3,066 | | | | | 369,116 | |
Pure Storage, Inc., Class A* | | | 18,653 | | | | | 682,513 | |
QUALCOMM, Inc.† | | | 6,658 | | | | | 762,541 | |
Richardson Electronics Ltd.† | | | 23,161 | | | | | 291,597 | |
The accompanying notes are an integral part of the financial statements.
58 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | | VALUE | |
Information Technology—(continued) | | | | |
Rimini Street, Inc.* | | | 20,731 | | | | $ | 50,169 | |
Splunk, Inc.* | | | 4,924 | | | | | 597,084 | |
Telefonaktiebolaget LM Ericsson - SP ADR(a)† | | | 104,768 | | | | | 540,603 | |
| | | | | | | | 10,550,440 | |
| | | | | | | | | |
Materials—4.1% | | | | | | | | | |
Berry Global Group, Inc.† | | | 11,161 | | | | | 729,260 | |
Dundee Precious Metals, Inc. | | | 46,422 | | | | | 299,585 | |
Ecovyst, Inc.* | | | 81,526 | | | | | 834,826 | |
Ferroglobe PLC* | | | 56,921 | | | | | 303,389 | |
Rio Tinto PLC - SP ADR(a)† | | | 3,562 | | | | | 222,625 | |
Ternium SA - SP ADR† | | | 10,040 | | | | | 419,471 | |
| | | | | | | | 2,809,156 | |
Real Estate—2.5% | | | | | | | | | |
Alexandria Real Estate Equities,Inc. | | | 4,331 | | | | | 503,868 | |
Newmark Group, Inc., Class A† | | | 103,631 | | | | | 734,744 | |
Simon Property Group, Inc. | | | 2,414 | | | | | 273,965 | |
Star Holdings* | | | 14,643 | | | | | 199,438 | |
| | | | | | | | 1,712,015 | |
TOTAL COMMON STOCKS (Cost $47,025,835) | | | | | | | | 63,961,117 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—14.8% | | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%(b) | | 10,049,570 | | | | | 10,049,570 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $10,049,570) | | | | | | | | 10,049,570 | |
SHORT-TERM INVESTMENTS—5.3% | | | | | | | | | |
BlackRock Liquidity Funds Treasury Trust Fund Portfolio, 5.22%(b)† | | | 1,378 | | | | | 1,378 | |
Federated Hermes U.S. Treasury Cash Reserves, 5.19%(b)† | | | 1,378 | | | | | 1,378 | |
Goldman Sachs Financial Square Funds - Treasury Instruments Fund, 5.17%(b)† | | | 1,378 | | | | | 1,378 | |
MSILF Treasury Securities Portfolio, 5.21%(b)† | | | 1,378 | | | | | 1,378 | |
U.S. Bank Money Market Deposit Account, 5.20%(b) | | 3,604,256 | | | | | 3,604,256 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $3,609,768) | | | | | | | | 3,609,768 | |
TOTAL LONG POSITIONS—114.0% (Cost $60,685,173) | | | | | | | | 77,620,455 | |
SECURITIES SOLD SHORT—(16.9%) | | | | |
COMMON STOCKS—(16.9%) | | | | | | | | | |
Communication Services—(1.3%) | | | | |
AST SpaceMobile, Inc.* | | | (44,242 | ) | | | | (173,429 | ) |
Clear Channel Outdoor Holdings, Inc.* | | | (148,803 | ) | | | | (215,764 | ) |
CTC Communications Group, Inc.*‡ | | | (98,900 | ) | | | | 0 | |
Roblox Corp., Class A* | | | (6,524 | ) | | | | (184,564 | ) |
Rumble, Inc.* | | | (35,108 | ) | | | | (293,854 | ) |
| | | | | | | | (867,611 | ) |
| | NUMBER OF SHARES | | | | VALUE | |
Consumer Discretionary—(4.5%) | | | | | | | | | |
Brunswick Corp. | | | (3,556 | ) | | | $ | (281,351 | ) |
Dutch Bros, Inc., Class A* | | | (7,356 | ) | | | | (217,811 | ) |
Floor & Decor Holdings, Inc., Class A* | | | (2,935 | ) | | | | (292,619 | ) |
Funko, Inc., Class A* | | | (15,207 | ) | | | | (105,993 | ) |
GrowGeneration Corp.* | | | (21,460 | ) | | | | (69,745 | ) |
Krispy Kreme, Inc. | | | (19,735 | ) | | | | (264,252 | ) |
LGI Homes, Inc.* | | | (1,684 | ) | | | | (207,300 | ) |
Peloton Interactive, Inc., Class A* | | | (13,200 | ) | | | | (84,216 | ) |
Portillo’s, Inc., Class A* | | | (12,876 | ) | | | | (236,146 | ) |
Qsound Labs, Inc.*‡ | | | (4,440 | ) | | | | 0 | |
Tesla, Inc.* | | | (2,558 | ) | | | | (660,169 | ) |
Vizio Holding Corp., Class A* | | | (24,036 | ) | | | | (137,967 | ) |
Warby Parker, Inc., Class A* | | | (14,641 | ) | | | | (175,838 | ) |
Wingstop, Inc. | | | (920 | ) | | | | (147,789 | ) |
Workhorse Group, Inc.* | | | (81,444 | ) | | | | (64,194 | ) |
YETI Holdings, Inc.* | | | (3,317 | ) | | | | (165,684 | ) |
| | | | | | | | (3,111,074 | ) |
Consumer Staples—(1.4%) | | | | | | | | | |
Amish Naturals, Inc.*‡ | | | (25,959 | ) | | | | 0 | |
Calavo Growers, Inc. | | | (6,484 | ) | | | | (213,713 | ) |
Fevertree Drinks PLC | | | (12,754 | ) | | | | (212,139 | ) |
National Beverage Corp.* | | | (4,217 | ) | | | | (216,374 | ) |
Westrock Coffee Co.* | | | (29,680 | ) | | | | (297,987 | ) |
| | | | | | | | (940,213 | ) |
Energy—(0.4%) | | | | | | | | | |
Beard Co., (The)*‡ | | | (9,710 | ) | | | | 0 | |
Enviva, Inc. | | | (6,014 | ) | | | | (55,329 | ) |
Green Plains, Inc.* | | | (7,144 | ) | | | | (221,750 | ) |
| | | | | | | | (277,079 | ) |
Financials—(1.0%) | | | | | | | | | |
Affirm Holdings, Inc.* | | | (12,866 | ) | | | | (267,741 | ) |
P10, Inc., Class A | | | (14,398 | ) | | | | (173,496 | ) |
Upstart Holdings, Inc.* | | | (7,988 | ) | | | | (256,974 | ) |
| | | | | | | | (698,211 | ) |
Health Care—(1.2%) | | | | | | | | | |
10X Genomics, Inc., Class A* | | | (2,854 | ) | | | | (147,980 | ) |
Beam Therapeutics, Inc.* | | | (2,517 | ) | | | | (58,344 | ) |
BodyTel Scientific, Inc.*‡ | | | (4,840 | ) | | | | 0 | |
CareView Communications, Inc.* | | | (174,320 | ) | | | | (13,946 | ) |
Cassava Sciences, Inc.* | | | (7,432 | ) | | | | (155,849 | ) |
Celldex Therapeutics, Inc.* | | | (4,001 | ) | | | | (111,628 | ) |
PROCEPT BioRobotics Corp.* | | | (6,910 | ) | | | | (235,700 | ) |
Revance Therapeutics, Inc.* | | | (5,702 | ) | | | | (100,526 | ) |
| | | | | | | | (823,973 | ) |
Industrials—(2.6%) | | | | | | | | | |
Ameresco, Inc., Class A* | | | (3,220 | ) | | | | (140,038 | ) |
Applied Energetics, Inc.* | | | (57,676 | ) | | | | (135,538 | ) |
Corporate Resource Services, Inc.*‡ | | | (218,896 | ) | | | | (219 | ) |
Custom Truck One Source, Inc.* | | | (30,483 | ) | | | | (204,541 | ) |
DynaMotive Energy Systems Corp.*‡ | | | (72,185 | ) | | | | (7 | ) |
Ener1, Inc.*‡ | | | (102,820 | ) | | | | (10 | ) |
Fiverr International Ltd.* | | | (8,864 | ) | | | | (249,522 | ) |
Hayward Holdings, Inc.* | | | (21,740 | ) | | | | (321,752 | ) |
MillerKnoll, Inc. | | | (20,060 | ) | | | | (383,146 | ) |
Omega Flex, Inc. | | | (2,769 | ) | | | | (231,765 | ) |
Sunrun, Inc.* | | | (6,324 | ) | | | | (98,844 | ) |
Valence Technology, Inc.*‡ | | | (27,585 | ) | | | | (3 | ) |
| | | | | | | | (1,765,385 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 59
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | | VALUE | |
Information Technology—(4.2%) | | | | | | | | | |
ANTs software, Inc.*‡ | | | (10,334 | ) | | | $ | (1 | ) |
BILL Holdings, Inc.* | | | (1,701 | ) | | | | (196,125 | ) |
C3.ai, Inc., Class A* | | | (4,243 | ) | | | | (131,618 | ) |
Consygen, Inc.*‡ | | | (200 | ) | | | | 0 | |
Crowdstrike Holdings, Inc., Class A* | | | (1,051 | ) | | | | (171,345 | ) |
Envestnet, Inc.* | | | (4,844 | ) | | | | (264,628 | ) |
HashiCorp, Inc., Class A* | | | (7,738 | ) | | | | (225,640 | ) |
Impinj, Inc.* | | | (4,061 | ) | | | | (270,341 | ) |
Interliant, Inc.*‡ | | | (600 | ) | | | | 0 | |
LG Display Co., Ltd. - ADR* | | | (36,462 | ) | | | | (183,039 | ) |
Lightwave Logic, Inc.* | | | (45,396 | ) | | | | (286,449 | ) |
Marathon Digital Holdings, Inc.* | | | (7,047 | ) | | | | (88,581 | ) |
MicroVision, Inc.* | | | (71,333 | ) | | | | (179,759 | ) |
nCino, Inc.* | | | (12,467 | ) | | | | (409,790 | ) |
Nestor, Inc.*‡ | | | (15,200 | ) | | | | (1 | ) |
Netlist, Inc.* | | | (42,125 | ) | | | | (84,250 | ) |
Sprout Social, Inc., Class A* | | | (4,505 | ) | | | | (241,198 | ) |
Tiger Telematics, Inc.*‡ | | | (6,510 | ) | | | | 0 | |
Uni-Pixel, Inc.*‡ | | | (19,665 | ) | | | | 0 | |
Wolfspeed, Inc.* | | | (2,244 | ) | | | | (107,308 | ) |
Worldgate Communications, Inc.*‡ | | | (582,655 | ) | | | | (58 | ) |
XRiver Corp.*‡ | | | (34,156 | ) | | | | 0 | |
| | | | | | | | (2,840,131 | ) |
Materials—(0.3%) | | | | | | | | | |
PureCycle Technologies, Inc.* | | | (21,177 | ) | | | | (189,111 | ) |
TOTAL COMMON STOCKS (Proceeds $(19,154,022)) | | | | | | | | (11,512,788 | ) |
TOTAL SECURITIES SOLD SHORT—(16.9%) (Proceeds $(19,154,022)) | | | | | | | | (11,512,788 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | | VALUE | |
OPTIONS WRITTEN††—(0.3%) | | | | | | | | |
Call Options Written—(0.3%) | | | | | |
Builders FirstSource, Inc. | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 120.00 | | | (69 | ) | | | (1,000,776 | ) | | | $ | (203,895 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(241,979)) | | | | | | | (203,895 | ) |
Put Options Written—(0.0%) | | | | | | | | |
Activision Blizzard, Inc. | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 52.50 | | | (66 | ) | | | (607,134 | ) | | | | (462 | ) |
TOTAL PUT OPTIONS WRITTEN (Premiums received $(13,330)) | | | | | | | (462 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(255,309)) | | | | | | | (204,357 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—3.2% | | | | | 2,147,980 | |
NET ASSETS—100.0% | | | | | | | | $ | 68,051,290 | |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
SP ADR | Sponsored American Depositary Receipt |
LLC | Limited Liability Company |
* | Non-income producing. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $9,801,974. |
(b) | The rate shown is as of August 31, 2023. |
† | 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 the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $(299) or 0.0% of net assets. |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. |
| |
| 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 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | 4,508,834 | | | $ | 3,543,578 | | | $ | 965,256 | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 6,443,131 | | | | 5,757,110 | | | | 686,021 | | | | — | | | | — | |
Consumer Staples | | | 1,474,359 | | | | 1,474,359 | | | | — | | | | — | | | | — | |
Energy | | | 4,380,411 | | | | 4,380,411 | | | | — | | | | — | | | | — | |
Financials | | | 11,956,865 | | | | 11,956,865 | | | | — | | | | — | | | | — | |
Health Care | | | 11,614,850 | | | | 11,614,850 | | | | — | | | | — | | | | — | |
Industrials | | | 8,511,056 | | | | 8,511,056 | | | | — | | | | — | | | | — | |
Information Technology | | | 10,550,440 | | | | 10,550,440 | | | | — | | | | — | | | | — | |
Materials | | | 2,809,156 | | | | 2,809,156 | | | | — | | | | — | | | | — | |
Real Estate | | | 1,712,015 | | | | 1,712,015 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 10,049,570 | | | | — | | | | — | | | | — | | | | 10,049,570 | |
Short-Term Investments | | | 3,609,768 | | | | 3,609,768 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 77,620,455 | | | $ | 65,919,608 | | | $ | 1,651,277 | | | $ | — | | | $ | 10,049,570 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | (867,611 | ) | | $ | (867,611 | ) | | $ | — | | | $ | — | ** | | $ | — | |
Consumer Discretionary | | | (3,111,074 | ) | | | (3,111,074 | ) | | | — | | | | — | ** | | | — | |
Consumer Staples | | | (940,213 | ) | | | (940,213 | ) | | | — | | | | — | ** | | | — | |
Energy | | | (277,079 | ) | | | (277,079 | ) | | | — | | | | — | ** | | | — | |
Financials | | | (698,211 | ) | | | (698,211 | ) | | | — | | | | — | | | | — | |
Health Care | | | (823,973 | ) | | | (823,973 | ) | | | — | | | | — | ** | | | — | |
Industrials | | | (1,765,385 | ) | | | (1,765,146 | ) | | | — | | | | (239 | ) | | | — | |
Information Technology | | | (2,840,131 | ) | | | (2,840,071 | ) | | | — | | | | (60 | ) | | | — | |
Materials | | | (189,111 | ) | | | (189,111 | ) | | | — | | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (204,357 | ) | | | (203,895 | ) | | | (462 | ) | | | — | | | | — | |
Total Liabilities | | $ | (11,717,145 | ) | | $ | (11,716,384 | ) | | $ | (462 | ) | | $ | (299 | ) | | $ | — | |
* | 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 2023 | 61
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | | VALUE | |
LONG POSITIONS—98.0% | | | | | | | | | |
COMMON STOCKS—96.5% | | | | | | | | | |
Communication Services—6.1% | | | | | | | | | |
Activision Blizzard, Inc. | | | 42,869 | | | | $ | 3,943,519 | |
Alphabet, Inc., Class A* | | | 41,452 | | | | | 5,644,519 | |
Cars.com, Inc.* | | | 108,217 | | | | | 2,022,576 | |
Deutsche Telekom AG | | | 154,604 | | | | | 3,309,076 | |
Informa PLC | | | 233,738 | | | | | 2,159,624 | |
Interpublic Group of Cos., Inc., (The)† | | | 94,729 | | | | | 3,089,113 | |
Live Nation Entertainment, Inc.* | | | 27,694 | | | | | 2,340,974 | |
Nexstar Media Group, Inc., Class A† | | | 40,564 | | | | | 6,603,819 | |
Take-Two Interactive Software, Inc.* | | | 27,308 | | | | | 3,883,198 | |
TEGNA, Inc. | | | 195,356 | | | | | 3,229,235 | |
T-Mobile US, Inc.* | | | 22,809 | | | | | 3,107,726 | |
Warner Bros Discovery, Inc.* | | | 221,675 | | | | | 2,912,809 | |
| | | | | | | | 42,246,188 | |
Consumer Discretionary—9.6% | | | | | | | | | |
AutoZone, Inc.* | | | 1,667 | | | | | 4,219,727 | |
Booking Holdings, Inc.* | | | 2,248 | | | | | 6,980,107 | |
Boyd Gaming Corp. | | | 52,217 | | | | | 3,491,751 | |
Capri Holdings Ltd.* | | | 32,801 | | | | | 1,721,724 | |
eBay, Inc. | | | 51,978 | | | | | 2,327,575 | |
Flutter Entertainment PLC* | | | 22,114 | | | | | 4,026,843 | |
Frontdoor, Inc.* | | | 84,572 | | | | | 2,775,653 | |
Genting Singapore Ltd. | | | 2,532,000 | | | | | 1,638,202 | |
GVC Holdings PLC | | | 186,926 | | | | | 2,734,116 | |
LKQ Corp.† | | | 35,730 | | | | | 1,876,897 | |
MGM Resorts International | | | 72,743 | | | | | 3,199,237 | |
Mohawk Industries, Inc.* | | | 28,271 | | | | | 2,866,397 | |
Ralph Lauren Corp. | | | 10,876 | | | | | 1,268,468 | |
Restaurant Brands International, Inc. | | | 59,846 | | | | | 4,156,305 | |
Ross Stores, Inc. | | | 39,506 | | | | | 4,812,226 | |
Tempur Sealy International, Inc.† | | | 88,834 | | | | | 4,150,324 | |
TJX Cos., Inc., (The)† | | | 45,839 | | | | | 4,239,191 | |
Topgolf Callaway Brands Corp.*† | | | 91,466 | | | | | 1,595,167 | |
Whirlpool Corp. | | | 9,857 | | | | | 1,379,586 | |
Wyndham Hotels & Resorts, Inc. | | | 46,594 | | | | | 3,512,721 | |
Wynn Macau Ltd.* | | | 3,794,500 | | | | | 3,697,628 | |
| | | | | | | | 66,669,845 | |
Consumer Staples—5.5% | | | | | | | | | |
Albertsons Cos., Inc. | | | 151,885 | | | | | 3,402,224 | |
Coca-Cola European Partners PLC† | | | 39,652 | | | | | 2,542,090 | |
Dollar General Corp. | | | 18,298 | | | | | 2,534,273 | |
Hershey Co., (The) | | | 30,910 | | | | | 6,641,323 | |
Keurig Dr Pepper, Inc.† | | | 161,522 | | | | | 5,435,215 | |
Kroger Co., (The)# | | | 59,342 | | | | | 2,752,875 | |
Nomad Foods Ltd.* | | | 97,036 | | | | | 1,779,640 | |
Philip Morris International, Inc. | | | 53,438 | | | | | 5,133,254 | |
US Foods Holding Corp.*† | | | 105,586 | | | | | 4,268,842 | |
Walmart, Inc. | | | 23,131 | | | | | 3,761,332 | |
| | | | | | | | 38,251,068 | |
Energy—9.7% | | | | | | | | | |
BP PLC - SP ADR | | | 183,280 | | | | | 6,814,350 | |
Canadian Natural Resources Ltd. | | | 80,373 | | | | | 5,199,329 | |
Cenovus Energy, Inc. | | | 194,978 | | | | | 3,885,912 | |
Cenovus Energy, Inc. | | | 64,992 | | | | | 1,295,800 | |
EQT Corp. | | | 52,095 | | | | | 2,251,546 | |
Equinor ASA - SP ADR | | | 144,025 | | | | | 4,402,844 | |
Halliburton Co.† | | | 43,930 | | | | | 1,696,577 | |
Kosmos Energy Ltd.*† | | | 288,411 | | | | | 2,099,632 | |
Marathon Petroleum Corp.†# | | | 41,548 | | | | | 5,931,808 | |
MEG Energy Corp.* | | | 242,085 | | | | | 4,330,369 | |
Noble Corp., PLC | | | 69,132 | | | | | 3,646,022 | |
| | NUMBER OF SHARES | | | | VALUE | |
Energy—(continued) | | | | | | | | | |
Peabody Energy Corp. | | | 64,894 | | | | $ | 1,400,412 | |
Phillips 66 | | | 19,508 | | | | | 2,227,033 | |
Range Resources Corp. | | | 69,133 | | | | | 2,238,527 | |
Schlumberger Ltd. | | | 48,625 | | | | | 2,866,930 | |
Shell PLC - ADR | | | 77,201 | | | | | 4,793,410 | |
Valero Energy Corp.# | | | 49,853 | | | | | 6,475,905 | |
Vermilion Energy, Inc. | | | 195,564 | | | | | 2,845,456 | |
Weatherford International PLC* | | | 34,031 | | | | | 3,012,424 | |
| | | | | | | | 67,414,286 | |
Financials—16.2% | | | | | | | | | |
Ameriprise Financial, Inc.† | | | 20,581 | | | | | 6,947,734 | |
Aon PLC, Class A | | | 12,185 | | | | | 4,062,357 | |
Arthur J Gallagher & Co. | | | 12,496 | | | | | 2,880,078 | |
Bank of America Corp.† | | | 274,552 | | | | | 7,871,406 | |
Bankinter SA | | | 144,140 | | | | | 923,905 | |
Berkshire Hathaway, Inc., Class B*† | | | 8,291 | | | | | 2,986,418 | |
Charles Schwab Corp., (The) | | | 24,732 | | | | | 1,462,898 | |
Chubb Ltd. | | | 16,915 | | | | | 3,397,716 | |
Commerzbank AG | | | 83,586 | | | | | 918,400 | |
DBS Group Holdings Ltd. | | | 62,300 | | | | | 1,533,430 | |
Discover Financial Services† | | | 37,921 | | | | | 3,415,545 | |
East West Bancorp, Inc.† | | | 56,121 | | | | | 3,105,736 | |
Evercore, Inc., Class A | | | 13,291 | | | | | 1,861,405 | |
Everest Group Ltd. | | | 8,457 | | | | | 3,050,271 | |
Fifth Third Bancorp† | | | 116,418 | | | | | 3,090,898 | |
Fiserv, Inc.* | | | 11,714 | | | | | 1,421,962 | |
FleetCor Technologies, Inc.*† | | | 13,539 | | | | | 3,678,952 | |
Global Payments, Inc. | | | 17,515 | | | | | 2,218,975 | |
Goldman Sachs Group, Inc., (The)† | | | 4,682 | | | | | 1,534,338 | |
Hana Financial Group, Inc. | | | 48,295 | | | | | 1,443,182 | |
Huntington Bancshares, Inc.† | | | 395,707 | | | | | 4,388,391 | |
ING Groep NV | | | 220,159 | | | | | 3,119,439 | |
JPMorgan Chase & Co.† | | | 65,675 | | | | | 9,610,223 | |
Morgan Stanley | | | 28,905 | | | | | 2,461,261 | |
NatWest Group PLC | | | 506,235 | | | | | 1,472,174 | |
Nordea Bank Abp | | | 283,137 | | | | | 3,101,840 | |
Progressive Corp., (The) | | | 23,066 | | | | | 3,078,619 | |
Regions Financial Corp.† | | | 68,301 | | | | | 1,252,640 | |
Renaissance Holdings Ltd. | | | 22,049 | | | | | 4,142,787 | |
Ryan Specialty Holdings, Inc.* | | | 40,233 | | | | | 1,961,359 | |
Sampo Oyj | | | 38,318 | | | | | 1,681,935 | |
SLM Corp.† | | | 95,313 | | | | | 1,357,257 | |
Synchrony Financial† | | | 16,317 | | | | | 526,713 | |
UBS Group AG | | | 63,235 | | | | | 1,689,007 | |
United Overseas Bank Ltd. | | | 112,400 | | | | | 2,361,228 | |
W R Berkley Corp.† | | | 30,617 | | | | | 1,893,968 | |
Wells Fargo & Co. | | | 217,432 | | | | | 8,977,767 | |
White Mountains Insurance Group Ltd. | | | 1,180 | | | | | 1,874,654 | |
| | | | | | | | 112,756,868 | |
Health Care—12.0% | | | | | | | | | |
Abbott Laboratories† | | | 3,524 | | | | | 362,620 | |
AbbVie, Inc.† | | | 46,176 | | | | | 6,786,025 | |
Amgen, Inc. | | | 20,991 | | | | | 5,380,833 | |
AMN Healthcare Services, Inc.* | | | 24,167 | | | | | 2,135,879 | |
AstraZeneca PLC | | | 12,116 | | | | | 1,627,455 | |
Avantor, Inc.*† | | | 136,672 | | | | | 2,958,949 | |
Boston Scientific Corp.*† | | | 33,117 | | | | | 1,786,331 | |
Bristol-Myers Squibb Co. | | | 101,903 | | | | | 6,282,320 | |
Cencora, Inc. | | | 6,766 | | | | | 1,190,681 | |
Centene Corp.*† | | | 38,995 | | | | | 2,404,042 | |
Cigna Group, (The)† | | | 14,122 | | | | | 3,901,344 | |
CVS Health Corp.† | | | 37,992 | | | | | 2,475,939 | |
The accompanying notes are an integral part of the financial statements.
62 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | | VALUE | |
Health Care—(continued) | | | | | | | | | |
Elevance Health, Inc.† | | | 8,578 | | | | $ | 3,791,562 | |
Envista Holdings Corp.*† | | | 45,921 | | | | | 1,470,390 | |
Fortrea Holdings, Inc.* | | | 46,773 | | | | | 1,288,596 | |
HCA Healthcare, Inc. | | | 6,101 | | | | | 1,691,807 | |
Henry Schein, Inc.* | | | 13,497 | | | | | 1,033,060 | |
Humana, Inc. | | | 6,152 | | | | | 2,839,948 | |
ICON PLC* | | | 9,289 | | | | | 2,414,583 | |
IQVIA Holdings, Inc.* | | | 8,647 | | | | | 1,925,082 | |
Johnson & Johnson | | | 30,557 | | | | | 4,940,456 | |
McKesson Corp. | | | 3,877 | | | | | 1,598,565 | |
Medtronic PLC | | | 3,821 | | | | | 311,411 | |
Merck & Co., Inc. | | | 3,245 | | | | | 353,640 | |
Molina Healthcare, Inc.* | | | 2,413 | | | | | 748,319 | |
Novo Nordisk A/S, Class B | | | 9,019 | | | | | 1,663,588 | |
Pfizer, Inc. | | | 12,186 | | | | | 431,141 | |
R1 RCM, Inc.* | | | 85,892 | | | | | 1,480,778 | |
Sanofi | | | 25,796 | | | | | 2,747,381 | |
Sotera Health Co.*† | | | 28,797 | | | | | 464,784 | |
Stryker Corp. | | | 3,209 | | | | | 909,912 | |
Thermo Fisher Scientific, Inc. | | | 1,589 | | | | | 885,232 | |
UCB SA | | | 14,068 | | | | | 1,261,860 | |
UnitedHealth Group, Inc. | | | 19,380 | | | | | 9,236,120 | |
Zimmer Biomet Holdings, Inc.† | | | 25,746 | | | | | 3,066,863 | |
| | | | | | | | 83,847,496 | |
Industrials—20.1% | | | | | | | | | |
Acuity Brands, Inc. | | | 14,049 | | | | | 2,265,823 | |
Advanced Drainage Systems, Inc. | | | 26,199 | | | | | 3,357,664 | |
AGCO Corp. | | | 14,298 | | | | | 1,852,020 | |
Airbus Group SE | | | 25,069 | | | | | 3,667,778 | |
Allegion PLC | | | 29,027 | | | | | 3,303,563 | |
Allison Transmission Holdings, Inc.† | | | 48,598 | | | | | 2,937,749 | |
AMETEK, Inc.† | | | 27,377 | | | | | 4,366,905 | |
ANDRITZ AG | | | 39,474 | | | | | 2,096,869 | |
ASGN, Inc.*† | | | 18,402 | | | | | 1,511,908 | |
Beacon Roofing Supply, Inc.* | | | 20,855 | | | | | 1,665,272 | |
Brink’s Co., (The) | | | 35,704 | | | | | 2,706,720 | |
BWX Technologies, Inc.† | | | 48,816 | | | | | 3,600,668 | |
Carlisle Cos., Inc. | | | 10,150 | | | | | 2,669,653 | |
Caterpillar, Inc. | | | 4,398 | | | | | 1,236,410 | |
Clean Harbors, Inc.* | | | 22,556 | | | | | 3,819,633 | |
Concentrix Corp. | | | 25,248 | | | | | 2,015,548 | |
Copart, Inc.* | | | 47,002 | | | | | 2,107,100 | |
Curtiss-Wright Corp. | | | 16,024 | | | | | 3,332,832 | |
Daimler Truck Holding AG | | | 78,185 | | | | | 2,751,070 | |
Deere & Co. | | | 2,877 | | | | | 1,182,274 | |
Dover Corp.† | | | 23,210 | | | | | 3,442,043 | |
Eaton Corp., PLC† | | | 17,206 | | | | | 3,963,746 | |
Eiffage SA | | | 21,588 | | | | | 2,133,611 | |
Ferguson PLC | | | 16,789 | | | | | 2,712,431 | |
Fortive Corp. | | | 50,440 | | | | | 3,977,194 | |
FTI Consulting, Inc.*† | | | 26,468 | | | | | 4,918,284 | |
General Dynamics Corp. | | | 10,967 | | | | | 2,485,561 | |
Grupo Aeroportuario del Pacifico SAB de CV | | | 155,300 | | | | | 2,839,766 | |
Hexcel Corp. | | | 22,449 | | | | | 1,645,512 | |
Howmet Aerospace, Inc.† | | | 96,327 | | | | | 4,765,297 | |
Jacobs Solutions, Inc. | | | 18,637 | | | | | 2,512,640 | |
Leidos Holdings, Inc.† | | | 29,917 | | | | | 2,917,207 | |
Masco Corp. | | | 36,784 | | | | | 2,170,624 | |
nVent Electric PLC | | | 74,148 | | | | | 4,192,328 | |
Otis Worldwide Corp. | | | 38,244 | | | | | 3,271,774 | |
Parker-Hannifin Corp.† | | | 10,313 | | | | | 4,299,490 | |
| | NUMBER OF SHARES | | | | VALUE | |
Industrials—(continued) | | | | | | | | | |
Resideo Technologies, Inc.*† | | | 84,761 | | | | $ | 1,429,070 | |
RTX Corp. | | | 26,868 | | | | | 2,311,723 | |
Ryanair Holdings PLC - SP ADR* | | | 37,545 | | | | | 3,726,341 | |
Science Applications International Corp.† | | | 58,393 | | | | | 6,870,520 | |
Sensata Technologies Holding PLC | | | 27,105 | | | | | 1,019,690 | |
Siemens AG | | | 18,404 | | | | | 2,764,852 | |
SS&C Technologies Holdings, Inc.† | | | 62,243 | | | | | 3,573,993 | |
Textron, Inc. | | | 57,824 | | | | | 4,493,503 | |
Valmont Industries, Inc. | | | 8,046 | | | | | 2,039,661 | |
WESCO International, Inc. | | | 25,210 | | | | | 4,080,238 | |
Westinghouse Air Brake Technologies Corp. | | | 28,378 | | | | | 3,193,093 | |
| | | | | | | | 140,197,651 | |
Information Technology—11.8% | | | | | | | | | |
Advanced Micro Devices, Inc.* | | | 25,309 | | | | | 2,675,667 | |
Applied Materials, Inc. | | | 20,462 | | | | | 3,125,775 | |
Arrow Electronics, Inc.*† | | | 13,886 | | | | | 1,852,809 | |
Broadcom, Inc. | | | 7,099 | | | | | 6,551,596 | |
Capgemini SE | | | 20,602 | | | | | 3,844,778 | |
CDW Corp. | | | 15,158 | | | | | 3,200,612 | |
Celestica, Inc.* | | | 199,806 | | | | | 4,657,478 | |
Check Point Software Technologies Ltd.* | | | 36,563 | | | | | 4,921,014 | |
Cisco Systems, Inc.† | | | 110,585 | | | | | 6,342,050 | |
Cognizant Technology Solutions Corp., Class A† | | 41,400 | | | | | 2,964,654 | |
Dell Technologies, Inc. | | | 75,653 | | | | | 4,254,725 | |
Flex Ltd.*† | | | 238,781 | | | | | 6,587,968 | |
Gen Digital, Inc.† | | | 123,919 | | | | | 2,509,360 | |
Jabil, Inc.† | | | 21,933 | | | | | 2,509,574 | |
KLA Corp. | | | 3,636 | | | | | 1,824,799 | |
Lam Research Corp. | | | 4,789 | | | | | 3,363,793 | |
Microchip Technology, Inc.† | | | 53,405 | | | | | 4,370,665 | |
Micron Technology, Inc. | | | 33,971 | | | | | 2,375,932 | |
NetApp, Inc. | | | 25,970 | | | | | 1,991,899 | |
NXP Semiconductors NV | | | 11,811 | | | | | 2,429,759 | |
Oracle Corp.† | | | 18,244 | | | | | 2,196,395 | |
QUALCOMM, Inc. | | | 16,953 | | | | | 1,941,627 | |
Samsung Electronics Co., Ltd. | | | 31,859 | | | | | 1,611,309 | |
Teradyne, Inc. | | | 16,826 | | | | | 1,815,021 | |
Zebra Technologies Corp., Class A* | | | 7,516 | | | | | 2,066,975 | |
| | | | | | | | 81,986,234 | |
Materials—2.0% | | | | | | | | | |
Avery Dennison Corp. | | | 5,964 | | | | | 1,123,498 | |
Corteva, Inc.† | | | 49,452 | | | | | 2,497,820 | |
DuPont de Nemours, Inc.† | | | 22,743 | | | | | 1,748,709 | |
FMC Corp. | | | 36,895 | | | | | 3,181,456 | |
Glencore PLC | | | 156,761 | | | | | 834,784 | |
Olin Corp. | | | 24,477 | | | | | 1,420,156 | |
Teck Resources Ltd. | | | 83,806 | | | | | 3,462,864 | |
| | | | | | | | 14,269,287 | |
Real Estate—1.9% | | | | | | | | | |
Americold Realty Trust, Inc.† | | | 63,735 | | | | | 2,144,683 | |
Equity LifeStyle Properties, Inc. | | | 11,047 | | | | | 739,707 | |
Essex Property Trust, Inc. | | | 11,918 | | | | | 2,841,132 | |
Host Hotels & Resorts, Inc.† | | | 61,506 | | | | | 971,179 | |
Lamar Advertising Co., Class A | | | 28,718 | | | | | 2,619,656 | |
Regency Centers Corp. | | | 29,329 | | | | | 1,824,264 | |
VICI Properties, Inc. | | | 71,088 | | | | | 2,192,354 | |
| | | | | | | | 13,332,975 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 63
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | | VALUE | |
Utilities—1.6% | | | | | | | | | |
AES Corp., (The) | | | 95,098 | | | | $ | 1,705,107 | |
American Electric Power Co., Inc. | | | 17,976 | | | | | 1,409,318 | |
CenterPoint Energy, Inc.† | | | 96,832 | | | | | 2,700,645 | |
Entergy Corp. | | | 29,647 | | | | | 2,823,877 | |
FirstEnergy Corp. | | | 60,868 | | | | | 2,195,509 | |
| | | | | | | | 10,834,456 | |
TOTAL COMMON STOCKS (Cost 523,468,842) | | | | | | | | 671,806,354 | |
| | PRINCIPAL | | | | | | |
CORPORATE BONDS—0.1% | | | | | | | | | |
Andrada Mining Ltd., 12.00%, 7/20/2026† | | GBP | 700,000 | | | | | 759,687 | |
TOTAL CORPORATE BONDS (Cost $915,463) | | | | | | | | 759,687 | |
| | | | | | | | | |
| | NUMBER OF SHARES | | | | | | |
WARRANTS—0.0% | | | | | | | | | |
Andrada Mining Ltd.‡ | | | 1,400,000 | | | | | 28,696 | |
TOTAL WARRANTS (Cost $18,309) | | | | | | | | 28,696 | |
SHORT-TERM INVESTMENTS—1.4% | | | | |
BlackRock Liquidity Funds Treasury Trust Fund Portfolio, 5.22%(a)† | | | 58,100 | | | | | 58,100 | |
Federated Hermes U.S. Treasury Cash Reserves, 5.19%(a)† | | 58,100 | | | | | 58,100 | |
Goldman Sachs Financial Square Funds - Treasury Instruments Fund, 5.17%(a)† | 58,100 | | | | | 58,100 | |
MSILF Treasury Securities Portfolio, 5.21%(a)† | 58,100 | | | | | 58,100 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | 9,328,573 | | | | | 9,328,573 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $9,560,973) | | | | | | | | 9,560,973 | |
TOTAL LONG POSITIONS—98.0% (Cost $533,963,587) | | | | | | | | 682,155,710 | |
SECURITIES SOLD SHORT—(26.4%) | | | | |
COMMON STOCKS—(26.4%) | | | | | | | | | |
Communication Services—(1.8%) | | | | |
Angi, Inc.* | | | (176,702 | ) | | | | (434,687 | ) |
Clear Channel Outdoor Holdings, Inc.* | | | (1,037,250 | ) | | | | (1,504,012 | ) |
Dentsu Group, Inc. | | | (56,000 | ) | | | | (1,672,498 | ) |
Lions Gate Entertainment Corp., Class A* | | | (214,591 | ) | | | | (1,699,561 | ) |
Madison Square Garden Entertainment Corp.* | | | (16,658 | ) | | | | (534,555 | ) |
Paramount Global | | | (139,175 | ) | | | | (2,100,151 | ) |
Proximus SADP | | | (51,628 | ) | | | | (390,206 | ) |
Roblox Corp.* | | | (39,478 | ) | | | | (1,116,833 | ) |
Rumble, Inc.* | | | (142,151 | ) | | | | (1,189,804 | ) |
Telia Co., AB | | | (926,495 | ) | | | | (1,870,412 | ) |
| | | | | | | | (12,512,719 | ) |
Consumer Discretionary—(4.6%) | | | | |
Accor SA | | | (39,506 | ) | | | | (1,412,867 | ) |
Acushnet Holdings Corp. | | | (37,751 | ) | | | | (2,210,321 | ) |
B&M European Value Retail SA | | (131,788 | ) | | | | (963,120 | ) |
| | NUMBER OF SHARES | | | | VALUE | |
Consumer Discretionary—(continued) | | | | |
Cheesecake Factory Inc., (The) | | | (25,997 | ) | | | $ | (828,004 | ) |
Choice Hotels International, Inc. | | | (23,109 | ) | | | | (2,932,532 | ) |
Dick’s Sporting Goods, Inc. | | | (10,191 | ) | | | | (1,185,621 | ) |
Five Below, Inc.* | | | (8,408 | ) | | | | (1,445,840 | ) |
Golden Entertainment, Inc. | | | (30,489 | ) | | | | (1,110,105 | ) |
Hyatt Hotels Corp. | | | (14,331 | ) | | | | (1,610,948 | ) |
Krispy Kreme, Inc. | | | (70,973 | ) | | | | (950,328 | ) |
LGI Homes, Inc.* | | | (16,890 | ) | | | | (2,079,159 | ) |
Life Time Group Holdings, Inc.* | | | (62,984 | ) | | | | (1,083,325 | ) |
Mattel, Inc.* | | | (31,839 | ) | | | | (705,552 | ) |
Nokian Renkaat Oyj | | | (369,085 | ) | | | | (3,197,519 | ) |
Playa Hotels & Resorts NV* | | | (122,270 | ) | | | | (912,134 | ) |
Portillo’s, Inc.* | | | (27,785 | ) | | | | (509,577 | ) |
QuantumScape Corp.* | | | (438,770 | ) | | | | (3,132,818 | ) |
Rakuten Group, Inc. | | | (311,400 | ) | | | | (1,211,670 | ) |
Revolve Group, Inc.* | | | (37,701 | ) | | | | (552,320 | ) |
RH* | | | (1,731 | ) | | | | (632,144 | ) |
Sabre Corp.* | | | (279,886 | ) | | | | (1,399,430 | ) |
SJM Holdings Ltd.* | | | (3,103,000 | ) | | | | (1,249,546 | ) |
Soho House & Co., Inc.* | | | (160,593 | ) | | | | (1,092,032 | ) |
| | | | | | | | (32,406,912 | ) |
Consumer Staples—(2.4%) | | | | | | | | | |
B&G Foods, Inc. | | | (84,028 | ) | | | | (1,074,718 | ) |
Central Garden & Pet Co.* | | | (51,932 | ) | | | | (2,118,826 | ) |
Clorox Co., (The) | | | (10,339 | ) | | | | (1,617,536 | ) |
Coca-Cola Bottlers Japan Holdings, Inc. | | | (160,800 | ) | | | | (2,094,350 | ) |
Freshpet, Inc.* | | | (29,962 | ) | | | | (2,262,431 | ) |
Hormel Foods Corp. | | | (58,643 | ) | | | | (2,263,033 | ) |
Kimberly-Clark Corp. | | | (20,477 | ) | | | | (2,638,052 | ) |
McCormick & Co., Inc. | | | (25,039 | ) | | | | (2,055,201 | ) |
Ocado Group PLC* | | | (81,019 | ) | | | | (892,437 | ) |
| | | | | | | | (17,016,584 | ) |
Energy—(1.5%) | | | | | | | | | |
Callon Petroleum Co.* | | | (53,376 | ) | | | | (2,093,940 | ) |
Hess Corp. | | | (14,305 | ) | | | | (2,210,123 | ) |
Matador Resources Co. | | | (31,252 | ) | | | | (1,984,502 | ) |
Permian Resources Corp. | | | (165,303 | ) | | | | (2,343,997 | ) |
Vital Energy, Inc.* | | | (33,024 | ) | | | | (1,991,017 | ) |
| | | | | | | | (10,623,579 | ) |
Financials—(3.0%) | | | | | | | | | |
Aozora Bank Ltd. | | | (124,800 | ) | | | | (2,450,361 | ) |
Ashmore Group PLC | | | (735,024 | ) | | | | (1,802,799 | ) |
Avanza Bank Holding AB | | | (56,660 | ) | | | | (1,093,952 | ) |
B Riley Financial, Inc. | | | (53,401 | ) | | | | (2,734,398 | ) |
Brown & Brown, Inc. | | | (11,029 | ) | | | | (817,249 | ) |
Cincinnati Financial Corp. | | | (12,694 | ) | | | | (1,342,898 | ) |
Erie Indemnity Co., Class A | | | (2,957 | ) | | | | (824,205 | ) |
Hang Seng Bank Ltd. | | | (227,000 | ) | | | | (2,892,915 | ) |
Selective Insurance Group, Inc. | | | (7,769 | ) | | | | (770,762 | ) |
SoFi Technologies, Inc.* | | | (64,641 | ) | | | | (559,791 | ) |
T Rowe Price Group, Inc. | | | (26,170 | ) | | | | (2,937,059 | ) |
Texas Capital Bancshares, Inc.* | | | (20,058 | ) | | | | (1,252,422 | ) |
Trupanion, Inc.* | | | (9,544 | ) | | | | (283,743 | ) |
United Bankshares, Inc. | | | (37,508 | ) | | | | (1,128,241 | ) |
| | | | | | | | (20,890,795 | ) |
Health Care—(1.9%) | | | | | | | | | |
Ambu A/S* | | | (24,850 | ) | | | | (300,296 | ) |
Ascendis Pharma A/S - ADR* | | | (7,592 | ) | | | | (744,168 | ) |
Cassava Sciences, Inc.* | | | (14,675 | ) | | | | (307,735 | ) |
Celldex Therapeutics, Inc.* | | | (19,363 | ) | | | | (540,228 | ) |
Corcept Therapeutics, Inc.* | | | (39,792 | ) | | | | (1,302,392 | ) |
The accompanying notes are an integral part of the financial statements.
64 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | | VALUE | |
Health Care—(continued) | | | | | | | | | |
Doximity, Inc.* | | | (24,828 | ) | | | $ | (591,899 | ) |
Glaukos Corp.* | | | (12,300 | ) | | | | (924,222 | ) |
Guardant Health, Inc.* | | | (23,593 | ) | | | | (922,014 | ) |
Idorsia Ltd.* | | | (41,421 | ) | | | | (225,346 | ) |
Intra-Cellular Therapies, Inc.* | | | (14,836 | ) | | | | (823,695 | ) |
Karuna Therapeutics, Inc.* | | | (3,416 | ) | | | | (641,388 | ) |
Mirati Therapeutics, Inc.* | | | (7,301 | ) | | | | (271,597 | ) |
Moderna, Inc.* | | | (3,327 | ) | | | | (376,184 | ) |
Neogen Corp.* | | | (42,068 | ) | | | | (972,612 | ) |
Oxford Nanopore Technologies PLC* | | | (133,540 | ) | | | | (402,621 | ) |
Revance Therapeutics, Inc.* | | | (26,793 | ) | | | | (472,361 | ) |
Rhythm Pharmaceuticals, Inc.* | | | (49,469 | ) | | | | (1,286,689 | ) |
Tandem Diabetes Care, Inc.* | | | (30,433 | ) | | | | (832,647 | ) |
TG Therapeutics, Inc.* | | | (42,162 | ) | | | | (441,436 | ) |
Ventyx Biosciences, Inc.* | | | (17,884 | ) | | | | (599,114 | ) |
| | | | | | | | (12,978,644 | ) |
Industrials—(4.8%) | | | | | | | | | |
AZEK Co., Inc., (The)* | | | (108,236 | ) | | | | (3,681,106 | ) |
Furukawa Electric Co., Ltd. | | | (146,800 | ) | | | | (2,521,576 | ) |
Generac Holdings, Inc.* | | | (16,260 | ) | | | | (1,931,850 | ) |
Hayward Holdings, Inc.* | | | (123,330 | ) | | | | (1,825,284 | ) |
Husqvarna AB | | | (388,225 | ) | | | | (3,342,449 | ) |
Kornit Digital Ltd.* | | | (80,626 | ) | | | | (1,794,735 | ) |
Kratos Defense & Security Solutions, Inc.* | | | (129,365 | ) | | | | (2,081,483 | ) |
Montrose Environmental Group, Inc.* | | | (50,466 | ) | | | | (1,939,913 | ) |
Nidec Corp. | | | (31,500 | ) | | | | (1,639,085 | ) |
Oshkosh Corp. | | | (31,678 | ) | | | | (3,289,127 | ) |
Proto Labs, Inc.* | | | (75,120 | ) | | | | (2,216,040 | ) |
Regal Rexnord Corp. | | | (22,973 | ) | | | | (3,725,991 | ) |
Stanley Black & Decker, Inc. | | | (36,779 | ) | | | | (3,471,202 | ) |
| | | | | | | | (33,459,841 | ) |
Information Technology—(2.2%) | | | | | | | | | |
Appfolio, Inc., Class A* | | | (6,008 | ) | | | | (1,158,162 | ) |
Cognex Corp. | | | (53,226 | ) | | | | (2,505,880 | ) |
Entegris, Inc. | | | (25,961 | ) | | | | (2,629,070 | ) |
Itron, Inc.* | | | (10,250 | ) | | | | (701,203 | ) |
Jamf Holding Corp.* | | | (127,908 | ) | | | | (2,156,529 | ) |
Palantir Technologies, Inc.* | | | (256,535 | ) | | | | (3,842,894 | ) |
Unity Software, Inc.* | | | (55,343 | ) | | | | (2,051,565 | ) |
| | | | | | | | (15,045,303 | ) |
Materials—(2.0%) | | | | | | | | | |
Albemarle Corp. | | | (4,801 | ) | | | | (954,007 | ) |
DSM-Firmenich AG | | | (9,707 | ) | | | | (897,908 | ) |
Huntsman Corp. | | | (75,112 | ) | | | | (2,093,371 | ) |
Mineral Resources Ltd. | | | (40,439 | ) | | | | (1,856,230 | ) |
Mitsui Chemicals, Inc.* | | | (48,500 | ) | | | | (1,314,777 | ) |
Mosaic Co., (The) | | | (68,463 | ) | | | | (2,659,788 | ) |
Shin-Etsu Chemical Co Ltd. | | | (58,500 | ) | | | | (1,864,615 | ) |
Siam Cement PCL, (The) - NVDR | | | (94,100 | ) | | | | (840,672 | ) |
Umicore SA | | | (47,573 | ) | | | | (1,260,604 | ) |
| | | | | | | | (13,741,972 | ) |
Real Estate—(1.7%) | | | | | | | | | |
Camden Property Trust | | | (15,173 | ) | | | | (1,632,918 | ) |
Compass, Inc.* | | | (136,808 | ) | | | | (492,509 | ) |
Digital Realty Trust, Inc. | | | (12,058 | ) | | | | (1,588,280 | ) |
Howard Hughes Holdings, Inc.* | | | (12,786 | ) | | | | (1,005,619 | ) |
Mid-America Apartment Communities, Inc. | | | (9,183 | ) | | | | (1,333,647 | ) |
Nomura Real Estate Master Fund, Inc. | | | (1,271 | ) | | | | (1,494,185 | ) |
Sagax AB | | | (60,854 | ) | | | | (1,265,598 | ) |
| | NUMBER OF SHARES | | | | VALUE | |
Real Estate—(continued) | | | | | | | | | |
Segro PLC | | | (152,186 | ) | | | $ | (1,418,720 | ) |
Unibail-Rodamco-Westfield* | | | (13,531 | ) | | | | (722,214 | ) |
Zillow Group, Inc., Class C* | | | (15,366 | ) | | | | (801,491 | ) |
| | | | | | | | (11,755,181 | ) |
Utilities—(0.5%) | | | | | | | | | |
Avangrid, Inc. | | | (99,708 | ) | | | | (3,439,926 | ) |
TOTAL COMMON STOCKS (Proceeds $(194,035,897)) | | | | | | | | (183,871,456 | ) |
TOTAL SECURITIES SOLD SHORT—(26.4%) (Proceeds $(194,035,897)) | | | | | (183,871,456 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 65
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | | VALUE | |
OPTIONS WRITTEN††—(0.1%) | | | | | | | | | | | | | |
Call Options Written—(0.1%) | | | | | | | | | | | | | |
Kroger Co., (The) | | | | | | | | | | | | | |
Expiration: 09/15/2023, Exercise Price: 50.00 | | | (593 | ) | | | (2,750,927 | ) | | | $ | (10,674 | ) |
Marathon Petroleum Corp. | | | | | | | | | | | | | |
Expiration: 09/15/2023, Exercise Price: 135.00 | | | (311 | ) | | | (4,440,147 | ) | | | | (251,910 | ) |
Valero Energy Corp. | | | | | | | | | | | | | |
Expiration: 09/15/2023, Exercise Price: 125.00 | | | (373 | ) | | | (4,845,270 | ) | | | | (220,816 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(727,963)) | | | | | | | (483,400 | ) |
Put Options Written—(0.0%) | | | | | | | | | | | | | |
Cheesecake Factory Inc., (The) | | | | | | | | | | |
Expiration: 10/20/2023, Exercise Price: 30.00 | | | (259 | ) | | | (824,915 | ) | | | | (18,130 | ) |
Floor & Decor Holdings, Inc. | | | | | | | | | | |
Expiration: 10/20/2023, Exercise Price: 90.00 | | | (98 | ) | | | (977,060 | ) | | | | (15,876 | ) |
Revolve Group, Inc. | | | | | | | | | | |
Expiration: 10/20/2023, Exercise Price: 12.50 | | | (377 | ) | | | (552,305 | ) | | | | (11,310 | ) |
TOTAL PUT OPTIONS WRITTEN (Premiums received $(59,498)) | | | | | | | (45,316 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(787,461)) | | | | | | | (528,716 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—28.5% | | | | | 198,671,174 | |
NET ASSETS—100.0% | | | | | | $ | 696,426,712 | |
ADR | American Depositary Receipt |
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, 2023. |
† | 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 the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $788,383 or 0.1% of net assets. |
| |
| |
| The above industry classifications are based upon the The Global Industry Classification Standard (“GICS”®). GICS was developed by and is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use. |
| |
| Industry classifications may be different than those used for compliance monitoring purposes. |
66 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2023, 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 | | 12/08/2025 | | | 5.33 | % | | Termination | | | 68,219 | | | $ | 2,184,372 | | | | $ | 531,462 | |
Total Long | | | | | | | | | | | | | | | | | 2,184,372 | | | | | 531,462 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | | | | | | | | | | | | | | | | | | | | |
Commonwealth Bank of Australia | | Morgan Stanley | | 12/10/2025 | | | 4.07 | | | Termination | | | (50,944 | ) | | $ | (3,372,875 | ) | | | $ | 140,619 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Shenzhen Goodix Technology, | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | Morgan Stanley | | 08/05/2026 | | | 5.33 | | | Termination | | | (123,600 | ) | | | (1,004,879 | ) | | | | (86,146 | ) |
Skshu Paint Co., Ltd., Class A | | HSBC | | 07/19/2026 | | | 5.30 | | | Termination | | | (208,000 | ) | | | (2,149,274 | ) | | | | 65,833 | |
Tongwei Co., Ltd., Class A | | Goldman Sachs | | 01/21/2026 | | | 5.33 | | | Termination | | | (40,000 | ) | | | (176,017 | ) | | | | 56,919 | |
Tongwei Co., Ltd., Class A | | Morgan Stanley | | 07/01/2026 | | | 5.33 | | | Termination | | | (169,900 | ) | | | (747,633 | ) | | | | 46,341 | |
Zhejiang Huayou Cobalt Co., Class A | | HSBC | | 08/26/2026 | | | 5.30 | | | Termination | | | (27,400 | ) | | | (149,963 | ) | | | | 31,267 | |
Zhejiang Huayou Cobalt Co., Class A | | Bank of America | | 08/27/2026 | | | -1.69 | | | Termination | | | (29,900 | ) | | | (163,646 | ) | | | | 32,501 | |
| | | | | | | | | | | | | | | | | (4,391,412 | ) | | | | 146,715 | |
Germany | | | | | | | | | | | | | | | | | | | | | | | |
Deutsche Bank AG | | Morgan Stanley | | 12/10/2025 | | | 3.74 | | | Termination | | | (112,879 | ) | | | (1,230,370 | ) | | | | 2,448 | |
Japan | | | | | | | | | | | | | | | | | | | | | | | |
Nippon Shinyaku Co., Ltd. | | Morgan Stanley | | 12/08/2025 | | | -0.06 | | | Termination | | | (12,500 | ) | | | (549,761 | ) | | | | 116,069 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Kakaobank Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (26,911 | ) | | | (536,489 | ) | | | | 33,937 | |
Netmarble Corp. | | Goldman Sachs | | 03/12/2026 | | | 5.33 | | | Termination | | | (24,482 | ) | | | (793,685 | ) | | | | 297,012 | |
Netmarble Corp. | | Morgan Stanley | | 03/18/2026 | | | 5.33 | | | Termination | | | (26,581 | ) | | | (861,733 | ) | | | | 254,804 | |
| | | | | | | | | | | | | | | | | (2,191,907 | ) | | | | 585,753 | |
Switzerland | | | | | | | | | | | | | | | | | | | | | | | |
Vat Group AG | | Morgan Stanley | | 12/10/2025 | | | 1.71 | | | Termination | | | (5,703 | ) | | | (2,288,043 | ) | | | | (566,846 | ) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Goldman Sachs | | 12/10/2025 | | | 5.33 | | | Termination | | | (1,043,000 | ) | | | (1,198,681 | ) | | | | (379,984 | ) |
Compal Electronics | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (995,000 | ) | | | (996,672 | ) | | | | (282,643 | ) |
Pan Jit International, Inc. | | Goldman Sachs | | 12/10/2025 | | | 5.33 | | | Termination | | | (772,000 | ) | | | (1,556,290 | ) | | | | 117,120 | |
SDI Corporation | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (141,000 | ) | | | (444,963 | ) | | | | 64,431 | |
Taiwan Cement | | Goldman Sachs | | 12/14/2025 | | | 5.33 | | | Termination | | | (729,000 | ) | | | (800,043 | ) | | | | (13,920 | ) |
| | | | | | | | | | | | | | | | | (4,996,649 | ) | | | | (494,996 | ) |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Affirm Holdings, Inc. | | Goldman Sachs | | 03/04/2026 | | | 5.33 | | | Termination | | | (5,463 | ) | | | (113,685 | ) | | | | (42,133 | ) |
Affirm Holdings, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (9,144 | ) | | | (190,287 | ) | | | | (80,879 | ) |
AMERCO - Non-Voting | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (17,790 | ) | | | (947,140 | ) | | | | 139,829 | |
Ameresco, Inc., Class A | | Goldman Sachs | | 04/08/2026 | | | 5.33 | | | Termination | | | (42,065 | ) | | | (1,829,407 | ) | | | | 337,759 | |
Bank of Hawaii Corp. | | Goldman Sachs | | 03/02/2026 | | | 5.33 | | | Termination | | | (8,829 | ) | | | (474,470 | ) | | | | 184,254 | |
Bank of Hawaii Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (41,744 | ) | | | (2,243,323 | ) | | | | 996,847 | |
BlackLine, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (25,391 | ) | | | (1,524,983 | ) | | | | 59,669 | |
Ceridian HCM Holding, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (12,095 | ) | | | (877,129 | ) | | | | (118,168 | ) |
Coinbase Global, Inc., Class A | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (4,121 | ) | | | (328,032 | ) | | | | (153,260 | ) |
Coinbase Global, Inc., Class A | | Goldman Sachs | | 03/02/2026 | | | 5.33 | | | Termination | | | (872 | ) | | | (69,411 | ) | | | | (17,797 | ) |
Commerce Bancshares, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (53,765 | ) | | | (2,639,324 | ) | | | | 1,005,406 | |
Community Bank System, Inc | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (59,128 | ) | | | (2,811,536 | ) | | | | 875,094 | |
Credit Acceptance Corp. | | Goldman Sachs | | 03/04/2026 | | | 5.33 | | | Termination | | | (773 | ) | | | (387,868 | ) | | | | (44,116 | ) |
Credit Acceptance Corp. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (3,653 | ) | | | (1,832,966 | ) | | | | (160,805 | ) |
Cullen/Frost Bankers, Inc. | | Goldman Sachs | | 04/08/2026 | | | 5.33 | | | Termination | | | (4,664 | ) | | | (440,888 | ) | | | | 34,633 | |
Cullen/Frost Bankers, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (10,428 | ) | | | (985,759 | ) | | | | 456,434 | |
CVB Financial Corp. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (26,525 | ) | | | (463,127 | ) | | | | 268,168 | |
Definitive Healthcare Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (61,023 | ) | | | (573,616 | ) | | | | 137,302 | |
Figs, Inc., Class A | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (95,152 | ) | | | (588,039 | ) | | | | 135,116 | |
First Financial Bankshares, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (82,962 | ) | | | (2,382,669 | ) | | | | 567,460 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 67
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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) | |
First Financial Bankshares, Inc. | | Goldman Sachs | | 03/02/2026 | | | 5.33 | | | Termination | | | (36,381 | ) | | $ | (1,044,862 | ) | | | $ | 185,576 | |
Floor & Decor Holdings, Inc., Class A | | Goldman Sachs | | 04/15/2026 | | | 5.33 | | | Termination | | | (2,711 | ) | | | (270,287 | ) | | | | (4,610 | ) |
Floor & Decor Holdings, Inc., Class A | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (21,940 | ) | | | (2,187,418 | ) | | | | (606,860 | ) |
Glacier Bancorp, Inc. | | Goldman Sachs | | 03/04/2026 | | | 5.33 | | | Termination | | | (31,307 | ) | | | (945,784 | ) | | | | 259,130 | |
Glacier Bancorp, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (61,131 | ) | | | (1,846,768 | ) | | | | 1,505,045 | |
Guidewire Software, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (25,480 | ) | | | (2,202,236 | ) | | | | (762,107 | ) |
Kinsale Capital Group, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (6,651 | ) | | | (2,651,288 | ) | | | | (718,707 | ) |
Lowe’s Cos., Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (8,644 | ) | | | (1,992,269 | ) | | | | (246,959 | ) |
Moody’s Corp. | | Goldman Sachs | | 03/04/2026 | | | 5.33 | | | Termination | | | (2,022 | ) | | | (681,010 | ) | | | | (94,091 | ) |
Moody’s Corp. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (650 | ) | | | (218,920 | ) | | | | (28,730 | ) |
Myriad Genetics, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (31,441 | ) | | | (561,222 | ) | | | | 52,192 | |
National Beverage Corp. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (40,199 | ) | | | (2,062,611 | ) | | | | (61,906 | ) |
National Beverage Corp. | | Goldman Sachs | | 12/17/2025 | | | 5.33 | | | Termination | | | (2,534 | ) | | | (130,020 | ) | | | | (1,769 | ) |
Novanta, Inc. | | Goldman Sachs | | 09/02/2026 | | | 5.33 | | | Termination | | | (5,138 | ) | | | (857,943 | ) | | | | (64,621 | ) |
Novanta, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (9,129 | ) | | | (1,524,360 | ) | | | | (163,592 | ) |
RLI Corp. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (22,213 | ) | | | (2,921,454 | ) | | | | (72,637 | ) |
WD-40 Co. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (12,335 | ) | | | (2,650,421 | ) | | | | (586,036 | ) |
WD-40 Co. | | Goldman Sachs | | 12/17/2025 | | | 5.33 | | | Termination | | | (667 | ) | | | (143,318 | ) | | | | (32,053 | ) |
Wolfspeed, Inc. | | Goldman Sachs | | 08/31/2026 | | | 5.33 | | | Termination | | | (22,479 | ) | | | (1,074,946 | ) | | | | (54,962 | ) |
Wolfspeed, Inc. | | Morgan Stanley | | 12/10/2025 | | | 5.33 | | | Termination | | | (17,201 | ) | | | (822,552 | ) | | | | 566,773 | |
| | | | | | | | | | | | | | | | | (48,493,348 | ) | | | | 3,649,889 | |
Total Short | | | | | | | | | | | | | | | | | (67,514,365 | ) | | | | 3,579,651 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | $ | 4,111,113 | |
The accompanying notes are an integral part of the financial statements.
68 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Communication Services | | $ | 42,246,188 | | | $ | 36,777,488 | | | $ | 5,468,700 | | | $ | — | |
Consumer Discretionary | | | 66,669,845 | | | | 54,573,056 | | | | 12,096,789 | | | | — | |
Consumer Staples | | | 38,251,068 | | | | 38,251,068 | | | | — | | | | — | |
Energy | | | 67,414,286 | | | | 67,414,286 | | | | — | | | | — | |
Financials | | | 112,756,868 | | | | 96,201,335 | | | | 16,555,533 | | | | — | |
Health Care | | | 83,847,496 | | | | 76,547,212 | | | | 7,300,284 | | | | — | |
Industrials | | | 140,197,651 | | | | 126,783,471 | | | | 13,414,180 | | | | — | |
Information Technology | | | 81,986,234 | | | | 76,530,147 | | | | 5,456,087 | | | | — | |
Materials | | | 14,269,287 | | | | 13,434,503 | | | | 834,784 | | | | — | |
Real Estate | | | 13,332,975 | | | | 13,332,975 | | | | — | | | | — | |
Utilities | | | 10,834,456 | | | | 10,834,456 | | | | — | | | | — | |
Corporate Bonds | | | 759,687 | | | | — | | | | — | | | | 759,687 | |
Warrants | | | 28,696 | | | | — | | | | — | | | | 28,696 | |
Short-Term Investments | | | 9,560,973 | | | | 9,560,973 | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 9,557,450 | | | | 9,557,450 | | | | — | | | | — | |
Total Assets | | $ | 691,713,160 | | | $ | 629,798,420 | | | $ | 61,126,357 | | | $ | 788,383 | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Communication Services | | $ | (12,512,719 | ) | | $ | (8,579,603 | ) | | $ | (3,933,116 | ) | | $ | — | |
Consumer Discretionary | | | (32,406,912 | ) | | | (24,372,190 | ) | | | (8,034,722 | ) | | | — | |
Consumer Staples | | | (17,016,584 | ) | | | (14,029,797 | ) | | | (2,986,787 | ) | | | — | |
Energy | | | (10,623,579 | ) | | | (10,623,579 | ) | | | — | | | | — | |
Financials | | | (20,890,795 | ) | | | (12,650,768 | ) | | | (8,240,027 | ) | | | — | |
Health Care | | | (12,978,644 | ) | | | (12,453,002 | ) | | | (525,642 | ) | | | — | |
Industrials | | | (33,459,841 | ) | | | (25,956,731 | ) | | | (7,503,110 | ) | | | — | |
Information Technology | | | (15,045,303 | ) | | | (15,045,303 | ) | | | — | | | | — | |
Materials | | | (13,741,972 | ) | | | (5,707,166 | ) | | | (8,034,806 | ) | | | — | |
Real Estate | | | (11,755,181 | ) | | | (6,854,464 | ) | | | (4,900,717 | ) | | | — | |
Utilities | | | (3,439,926 | ) | | | (3,439,926 | ) | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | |
Equity Contracts | | | (528,716 | ) | | | (528,716 | ) | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (5,446,337 | ) | | | (5,446,337 | ) | | | — | | | | — | |
Total Liabilities | | $ | (189,846,509 | ) | | $ | (145,687,582 | ) | | $ | (44,158,927 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 69
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—101.6% | | | | | | | | |
COMMON STOCKS—71.6% | | | | | | | | |
Bermuda—2.5% | | | | | | | | |
Everest Group Ltd.#† | | | 8,138 | | | $ | 2,935,214 | |
RenaissanceRe Holdings Ltd. | | | 4,595 | | | | 863,354 | |
| | | | | | | 3,798,568 | |
Brazil—1.4% | | | | | | | | |
Banco do Brasil SA | | | 225,300 | | | | 2,156,980 | |
Canada—9.4% | | | | | | | | |
Allied Gold Corp.* | | | 282,034 | | | | 555,607 | |
Canadian Natural Resources Ltd. | | | 20,665 | | | | 1,336,985 | |
Cenovus Energy, Inc. | | | 137,473 | | | | 2,739,837 | |
Cenovus Energy, Inc. | | | 67,808 | | | | 1,351,945 | |
Kinross Gold Corp. | | | 445,822 | | | | 2,263,424 | |
MEG Energy Corp.* | | | 86,283 | | | | 1,543,413 | |
Suncor Energy, Inc. | | | 57,909 | | | | 1,961,586 | |
Teck Resources Ltd., Class B | | | 66,601 | | | | 2,751,953 | |
| | | | | | | 14,504,750 | |
China—0.9% | | | | | | | | |
Alibaba Group Holding Ltd.* | | | 121,000 | | | | 1,404,344 | |
Meituan, Class B* | | | 2,750 | | | | 45,510 | |
| | | | | | | 1,449,854 | |
Finland—0.2% | | | | | | | | |
Fortum Oyj | | | 27,436 | | | | 368,316 | |
France—3.8% | | | | | | | | |
Capgemini SE | | | 7,579 | | | | 1,414,405 | |
Imerys SA | | | 15,524 | | | | 528,543 | |
Rexel SA | | | 61,981 | | | | 1,453,273 | |
Sanofi | | | 12,341 | | | | 1,314,368 | |
SPIE SA | | | 38,925 | | | | 1,165,303 | |
| | | | | | | 5,875,892 | |
Germany—0.8% | | | | | | | | |
Siemens AG | | | 5,616 | | | | 843,698 | |
Vitesco Technologies Group AG* | | | 4,989 | | | | 393,788 | |
| | | | | | | 1,237,486 | |
India—1.4% | | | | | | | | |
HDFC Bank Ltd. - ADR† | | | 33,457 | | | | 2,084,706 | |
Ireland—3.1% | | | | | | | | |
ICON PLC* | | | 9,362 | | | | 2,433,558 | |
Ryanair Holdings PLC - SP ADR* | | | 23,648 | | | | 2,347,064 | |
| | | | | | | 4,780,622 | |
Israel—1.8% | | | | | | | | |
Check Point Software Technologies Ltd.* | | | 20,873 | | | | 2,809,297 | |
Japan—6.8% | | | | | | | | |
Mitsubishi Heavy Industries Ltd. | | | 44,200 | | | | 2,503,141 | |
Panasonic Holdings Corp. | | | 179,400 | | | | 2,064,905 | |
Renesas Electronics Corp.* | | | 96,000 | | | | 1,599,328 | |
Sumitomo Mitsui Financial Group, Inc. | | | 28,600 | | | | 1,307,491 | |
Sumitomo Mitsui Financial Group, Inc. - ADR | | | 125,262 | | | | 1,139,884 | |
Suzuki Motor Corp. | | | 48,200 | | | | 1,893,895 | |
| | | | | | | 10,508,644 | |
Netherlands—1.1% | | | | | | | | |
Stellantis NV | | | 87,335 | | | | 1,618,937 | |
| | NUMBER OF SHARES | | | VALUE | |
Singapore—1.7% | | | | | | | | |
Genting Singapore Ltd. | | | 1,203,100 | | | $ | 778,405 | |
United Overseas Bank Ltd. | | | 87,600 | | | | 1,840,245 | |
| | | | | | | 2,618,650 | |
South Korea—1.7% | | | | | | | | |
Samsung Electronics Co., Ltd. | | | 50,719 | | | | 2,565,177 | |
Switzerland—3.7% | | | | | | | | |
Novartis AG | | | 25,406 | | | | 2,556,905 | |
STMicroelectronics NV - ADR#† | | | 38,380 | | | | 1,813,839 | |
Swatch Group AG, (The) | | | 4,732 | | | | 1,328,463 | |
| | | | | | | 5,699,207 | |
United Kingdom—3.7% | | | | | | | | |
Andrada Mining Ltd.* | | | 6,611,988 | | | | 586,325 | |
Endeavour Mining PLC | | | 48,089 | | | | 994,736 | |
Hikma Pharmaceuticals PLC | | | 26,131 | | | | 721,822 | |
Nomad Foods Ltd.* | | | 95,068 | | | | 1,743,547 | |
Reckitt Benckiser Group PLC | | | 23,306 | | | | 1,681,896 | |
| | | | | | | 5,728,326 | |
United States—27.6% | | | | | | | | |
Activision Blizzard, Inc. | | | 16,607 | | | | 1,527,678 | |
Advanced Micro Devices, Inc.* | | | 15,149 | | | | 1,601,552 | |
AGCO Corp.† | | | 8,222 | | | | 1,064,996 | |
Alphabet, Inc., Class C*#† | | | 19,494 | | | | 2,677,501 | |
Applied Materials, Inc.#† | | | 6,431 | | | | 982,400 | |
Booking Holdings, Inc.*#† | | | 1,763 | | | | 5,474,168 | |
Centene Corp.*† | | | 21,494 | | | | 1,325,105 | |
Chubb Ltd. | | | 11,280 | | | | 2,265,814 | |
Cigna Group, (The)#† | | | 6,179 | | | | 1,707,010 | |
Expedia Group, Inc.*† | | | 8,186 | | | | 887,280 | |
FMC Corp.† | | | 10,640 | | | | 917,487 | |
Global Payments, Inc. | | | 13,416 | | | | 1,699,673 | |
JPMorgan Chase & Co.† | | | 22,612 | | | | 3,308,814 | |
Lennar Corp., Class A#† | | | 6,220 | | | | 740,740 | |
Microchip Technology, Inc. | | | 22,489 | | | | 1,840,500 | |
Micron Technology, Inc.† | | | 5,682 | | | | 397,399 | |
NexTier Oilfield Solutions, Inc.* | | | 151,545 | | | | 1,607,892 | |
Oracle Corp.#† | | | 29,236 | | | | 3,519,722 | |
US Foods Holding Corp.*† | | | 92,486 | | | | 3,739,209 | |
Warner Bros Discovery, Inc.* | | | 97,696 | | | | 1,283,725 | |
Wells Fargo & Co.† | | | 38,779 | | | | 1,601,185 | |
Zimmer Biomet Holdings, Inc. | | | 20,565 | | | | 2,449,703 | |
| | | | | | | 42,619,553 | |
TOTAL COMMON STOCKS (Cost $94,634,566) | | | | | | | 110,424,965 | |
| | | | | | | | |
| | | PRINCIPAL | | | | | |
CORPORATE BONDS—0.8% | | | | | | | | |
Andrada Mining Ltd., 12.00%, 7/20/2026‡ | | | GBP1,100,000 | | | | 1,193,794 | |
TOTAL CORPORATE BONDS (Cost $1,438,585) | | | | | | | 1,193,794 | |
| | | | | | | | |
| | | NUMBER OF SHARES | | | | | |
WARRANTS—0.0% | | | | | | | | |
United Kingdom—0.0% | | | | | | | | |
Andrada Mining Ltd.‡ | | | 2,200,000 | | | | 45,093 | |
TOTAL WARRANTS (Cost $28,771) | | | | | | | 45,093 | |
The accompanying notes are an integral part of the financial statements.
70 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—29.2% | | | | | | | | |
BlackRock Liquidity Funds Treasury Trust Fund Portfolio, 5.22%(a)† | | | 933,527 | | | $ | 933,527 | |
Federated Hermes U.S. Treasury Cash Reserves, 5.19%(a)† | | | 933,527 | | | | 933,527 | |
Goldman Sachs Financial Square Funds - Treasury Instruments Fund, 5.17%(a)† | | | 933,527 | | | | 933,527 | |
MSILF Treasury Securities Portfolio, 5.21%(a)† | | | 933,527 | | | | 933,527 | |
Tri-State Deposit, 5.45%(a) | | | 40,404,077 | | | | 40,404,077 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 923,557 | | | | 923,557 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $45,061,742) | | | | | | | 45,061,742 | |
TOTAL LONG POSITIONS—101.6% (Cost $141,163,664) | | | | | | | 156,725,594 | |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN ††—(1.8%) | | | | | | | | | | | | |
Call Options Written—(1.8%) | | | | | | | | | | | | |
Alphabet, Inc. | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 125.00 | | | (182) | | | | (2,499,770) | | | $ | (343,070) | |
Applied Materials, Inc. | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 130.00 | | | (60) | | | | (916,560) | | | | (175,260) | |
Booking Holdings, Inc. | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 2,650.00 | | | (15) | | | | (4,657,545) | | | | (849,525) | |
Cigna Group, (The) | | | | | | | | | | | | |
Expiration: 01/17/2025, Exercise Price: 250.00 | | | (50) | | | | (1,381,300) | | | | (282,750) | |
Everest Group Ltd. | | | | | | | | | | | | |
Expiration: 10/20/2023, Exercise Price: 370.00 | | | (54) | | | | (1,947,672) | | | | (38,394) | |
Lennar Corp. | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 95.00 | | | (58) | | | | (690,722) | | | | (160,080) | |
Oracle Corp. | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 100.00 | | | (273) | | | | (3,286,647) | | | | (649,740) | |
STMicroelectronics NV | | | | | | | | | | | | |
Expiration: 01/19/2024, Exercise Price: 45.00 | | | (359) | | | | (1,696,634) | | | | (210,015) | |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(2,197,773)) | | | | | | | | | | | (2,708,834) | |
TOTAL OPTIONS WRITTEN (Premiums received $(2,197,773)) | | | | | | | | | | | (2,708,834) | |
OTHER ASSETS IN EXCESS OF LIABILITIES—0.2% | | | | | | | | 282,768 | |
NET ASSETS—100.0% | | | | | | | | | | $ | 154,299,528 | |
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, 2023. |
† | 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 the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $1,238,887 or 0.8% of net assets. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 71
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2023, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Long | | | | | | | | | | | | | | | | | | | | | | | | |
Austria | | | | | | | | | | | | | | | | | | | | | | | | |
Andritz AG | | Morgan Stanley | | 07/10/2026 | | 3.74 | % | | Termination | | | 21,557 | | | | $ | 1,147,263 | | | | $ | 24,182 | | |
Finland | | | | | | | | | | | | | | | | | | | | | | | | |
Metso Corp. | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 60,897 | | | | | 701,609 | | | | | (13,508 | ) | |
France | | | | | | | | | | | | | | | | | | | | | | | | |
AXA SA | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 74,139 | | | | | 2,232,909 | | | | | 177,448 | | |
Kering | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 884 | | | | | 473,724 | | | | | 16,334 | | |
| | | | | | | | | | | | | | | | | 2,706,633 | | | | | 193,782 | | |
Germany | | | | | | | | | | | | | | | | | | | | | | | | |
Commerzbank AG | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 152,267 | | | | | 1,675,876 | | | | | 16,266 | | |
Daimler Truck Holding AG | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 42,647 | | | | | 1,502,479 | | | | | 11,351 | | |
| | | | | | | | | | | | | | | | | 3,178,355 | | | | | 27,617 | | |
Ireland | | | | | | | | | | | | | | | | | | | | | | | | |
CRH PLC | | Goldman Sachs | | 12/08/2025 | | 5.19 | | | Termination | | | 28,581 | | | | | 1,644,858 | | | | | 216,869 | | |
Japan | | | | | | | | | | | | | | | | | | | | | | | | |
Asahi Group Holdings Ltd. | | Goldman Sachs | | 08/07/2026 | | -0.06 | | | Termination | | | 88,500 | | | | | 3,452,532 | | | | | 124,091 | | |
Resona Holdings, Inc. | | Goldman Sachs | | 08/17/2026 | | -0.06 | | | Termination | | | 361,700 | | | | | 1,919,935 | | | | | 124,589 | | |
Sony Group Corp. | | Goldman Sachs | | 08/07/2026 | | -0.06 | | | Termination | | | 26,600 | | | | | 2,220,399 | | | | | (133,782 | ) | |
| | | | | | | | | | | | | | | | | 7,592,866 | | | | | 114,898 | | |
Netherlands | | | | | | | | | | | | | | | | | | | | | | | | |
Aalberts NV | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 20,592 | | | | | 857,656 | | | | | 34,769 | | |
ING Groep NV | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 177,984 | | | | | 2,528,265 | | | | | 158,849 | | |
| | | | | | | | | | | | | | | | | 3,385,921 | | | | | 193,618 | | |
Spain | | | | | | | | | | | | | | | | | | | | | | | | |
Bankinter SA | | Morgan Stanley | | 07/10/2026 | | 3.74 | | | Termination | | | 41,340 | | | | | 265,197 | | | | | 4,320 | | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | | |
Adriatic Metals PLC | | Goldman Sachs | | 04/17/2026 | | 5.19 | | | Termination | | | 280,581 | | | | | 664,673 | | | | | (30,846 | ) | |
Andrada Mining Ltd. | | Goldman Sachs | | 06/23/2026 | | 5.19 | | | Termination | | | 91,446 | | | | | 8,109 | | | | | (584 | ) | |
AstraZeneca PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | | Termination | | | 11,959 | | | | | 1,615,258 | | | | | (108,476 | ) | |
Beazley PLC | | Goldman Sachs | | 06/08/2026 | | 5.19 | | | Termination | | | 267,671 | | | | | 1,851,409 | | | | | (106,684 | ) | |
BP PLC | | Goldman Sachs | | 06/22/2026 | | 5.19 | | | Termination | | | 402,147 | | | | | 2,483,521 | | | | | 98,517 | | |
CVS Group PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | | Termination | | | 50,000 | | | | | 1,342,809 | | | | | 124,813 | | |
Future PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | | Termination | | | 51,761 | | | | | 509,158 | | | | | (414,985 | ) | |
Natwest Group PLC | | Goldman Sachs | | 06/12/2026 | | 5.19 | | | Termination | | | 339,184 | | | | | 989,979 | | | | | (120,785 | ) | |
SSE PLC | | Goldman Sachs | | 04/06/2026 | | 5.19 | | | Termination | | | 133,501 | | | | | 2,750,725 | | | | | (280,315 | ) | |
WH Smith PLC | | Goldman Sachs | | 12/08/2025 | | 5.19 | | | Termination | | | 132,568 | | | | | 2,463,640 | | | | | (23,724 | ) | |
| | | | | | | | | | | | | | | | | 14,679,281 | | | | | (863,069 | ) | |
Total Long | | | | | | | | | | | | | | | | | 35,301,983 | | | | | (101,291 | ) | |
Short | | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | | | | | | | | | | | | | | | | | | | | | |
Commonwealth Bank of Australia | | Morgan Stanley | | 06/29/2026 | | 4.07 | | | Termination | | | (23,906) | | | | $ | (1,582,756 | ) | | | $ | (57,376 | ) | |
Fortescue Metals Group Ltd. | | Morgan Stanley | | 06/29/2026 | | 4.07 | | | Termination | | | (53,975) | | | | | (749,473 | ) | | | | (5,455 | ) | |
IGO Ltd. | | Goldman Sachs | | 07/21/2026 | | 4.07 | | | Termination | | | (99,377) | | | | | (896,327 | ) | | | | 26,586 | | |
Mineral Resources Ltd. | | Morgan Stanley | | 08/21/2026 | | 4.07 | | | Termination | | | (15,314) | | | | | (709,771 | ) | | | | (89,292 | ) | |
Mineral Resources Ltd. | | Goldman Sachs | | 08/25/2026 | | 4.07 | | | Termination | | | (1,710) | | | | | (79,255 | ) | | | | (7,739 | ) | |
Wesfarmers Ltd. | | Goldman Sachs | | 07/13/2026 | | 4.07 | | | Termination | | | (14,691) | | | | | (512,790 | ) | | | | (60,993 | ) | |
Wisetech Global Ltd. | | Goldman Sachs | | 08/28/2026 | | 4.07 | | | Termination | | | (15,793) | | | | | (711,198 | ) | | | | (2,539 | ) | |
| | | | | | | | | | | | | | | | | (5,241,570 | ) | | | | (196,808 | ) | |
Belgium | | | | | | | | | | | | | | | | | | | | | | | | |
Melexis NV | | Goldman Sachs | | 06/29/2026 | | 3.65 | | | Termination | | | (8,102) | | | | | (766,088 | ) | | | | (10,939 | ) | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | | |
Klabin SA - Unit | | Morgan Stanley | | 01/19/2026 | | 5.33 | | | Termination | | | (142,300) | | | | | (654,596 | ) | | | | (110,516 | ) | |
The accompanying notes are an integral part of the financial statements.
72 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Canada | | | | | | | | | | | | | | | | | | | |
Patriot Battery Metals, Inc. | | Morgan Stanley | | 07/20/2026 | | 5.00 | | Termination | | (38,700) | | $ | (322,214 | ) | | | $ | 76,895 | | |
Royal Bank of Canada | | Goldman Sachs | | 07/10/2026 | | 5.01 | | Termination | | (8,459) | | | (762,136 | ) | | | | 24,431 | | |
| | | | | | | | | | | | | (1,084,350 | ) | | | | 101,326 | | |
Denmark | | | | | | | | | | | | | | | | | | | | |
Ambu A/S, Class B | | Goldman Sachs | | 06/29/2026 | | 3.46 | | Termination | | (14,628) | | | (177,713 | ) | | | | 50,928 | | |
Finland | | | | | | | | | | | | | | | | | | | | |
Nokian Renkaat Oyj | | Goldman Sachs | | 06/29/2026 | | 3.65 | | Termination | | (87,932) | | | (763,366 | ) | | | | 19,957 | | |
Valmet Oyj | | Goldman Sachs | | 06/29/2026 | | 3.65 | | Termination | | (24,890) | | | (634,254 | ) | | | | 18,638 | | |
| | | | | | | | | | | | | (1,397,620 | ) | | | | 38,595 | | |
France | | | | | | | | | | | | | | | | | | | | |
Sartorius Stedim Biotech | | Goldman Sachs | | 06/29/2026 | | 3.65 | | Termination | | (2,677) | | | (760,826 | ) | | | | (97,632 | ) | |
Germany | | | | | | | | | | | | | | | | | | | | |
Symrise AG | | Goldman Sachs | | 06/29/2026 | | 3.65 | | Termination | | (4,504) | | | (469,638 | ) | | | | (13,158 | ) | |
Hong Kong | | | | | | | | | | | | | | | | | | | | |
Techtronic Industries Co., Ltd. | | Goldman Sachs | | 06/29/2026 | | 1.69 | | Termination | | (60,500) | | | (597,876 | ) | | | | 61,949 | | |
Japan | | | | | | | | | | | | | | | | | | | | |
Aeon Co., Ltd. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (25,900) | | | (537,421 | ) | | | (12,879 | ) | |
Aozora Bank Ltd. | | Morgan Stanley | | 06/29/2026 | | -0.06 | | Termination | | (49,500) | | | (973,704 | ) | | | (58,688 | ) | |
Aozora Bank Ltd. | | Goldman Sachs | | 08/25/2026 | | -0.06 | | Termination | | (5,500) | | | (108,189 | ) | | | (2,435 | ) | |
Furukawa Electric Co., Ltd. | | Goldman Sachs | | 08/10/2026 | | -0.06 | | Termination | | (41,600) | | | (716,231 | ) | | | (29,128 | ) | |
Hirose Electric Co., Ltd. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (4,100) | | | (497,512 | ) | | | 29,687 | | |
Lasertec Corp. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (1,800) | | | (280,525 | ) | | | (24,092 | ) | |
Minebea Mitsumi, Inc. | | Goldman Sachs | | 08/21/2026 | | -0.06 | | Termination | | (75,800) | | | (1,289,686 | ) | | | (31,308 | ) | |
Mitsui Chemicals, Inc. | | Goldman Sachs | | 08/24/2026 | | -0.06 | | Termination | | (34,000) | | | (924,458 | ) | | | (2,363 | ) | |
Murata Manufacturing Co., Ltd. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (11,700) | | | (658,198 | ) | | | (11,497 | ) | |
Musashi Seimitsu Industry Co. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (70,500) | | | (840,699 | ) | | | (5,832 | ) | |
Nidec Corp. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (11,000) | | | (577,010 | ) | | | (5,264 | ) | |
Nomura Real Estate Master Fund, Inc. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (752) | | | (884,341 | ) | | | (29,180 | ) | |
Rakuten Group, Inc. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (99,700) | | | (389,426 | ) | | | (59,674 | ) | |
Sharp Corp. | | Goldman Sachs | | 06/29/2026 | | -0.06 | | Termination | | (84,800) | | | (522,747 | ) | | | (56,708 | ) | |
Shinko Electric Industries Co., Ltd. | | Goldman Sachs | | 02/24/2026 | | -0.06 | | Termination | | (16,600) | | | (681,821 | ) | | | (180,729 | ) | |
Tobu Railway Co., Ltd. | | Goldman Sachs | | 08/24/2026 | | -0.06 | | Termination | | (19,500) | | | (535,163 | ) | | | (18,079 | ) | |
Trend Micro, Inc. | | Goldman Sachs | | 08/17/2026 | | -0.06 | | Termination | | (12,200) | | | (518,958 | ) | | | | (1,451 | ) | |
| | | | | | | | | | | | | (10,936,089 | ) | | | | (499,620 | ) | |
Luxembourg | | | | | | | | | | | | | | | | | | | |
B&M European Value Retail SA | | Goldman Sachs | | 08/03/2026 | | 5.19 | | Termination | | (99,873) | | | (730,775 | ) | | | (29,712 | ) | |
Eurofins Scientific | | Goldman Sachs | | 08/07/2026 | | 3.65 | | Termination | | (8,213) | | | (506,205 | ) | | | | 14,455 | | |
| | | | | | | | | | | | | (1,236,980 | ) | | | | (15,257 | ) | |
New Zealand | | | | | | | | | | | | | | | | | | | |
Xero Ltd. | | Goldman Sachs | | 06/29/2026 | | 4.07 | | Termination | | (7,953) | | | (644,658 | ) | | | | (67,555 | ) | |
Sweden | | | | | | | | | | | | | | | | | | | | |
Avanza Bank Holding AB | | Goldman Sachs | | 06/29/2026 | | 3.71 | | Termination | | (52,681) | | | (1,020,082 | ) | | | 716 | | |
Fastighets AB Balder, Class B | | Goldman Sachs | | 06/29/2026 | | 3.71 | | Termination | | (202,406) | | | (970,573 | ) | | | (252,228 | ) | |
Getinge AB, Class B | | Goldman Sachs | | 08/31/2026 | | 3.71 | | Termination | | (31,361) | | | (545,241 | ) | | | 2,279 | | |
Husqvarna AB, Class B | | Goldman Sachs | | 06/29/2026 | | 3.71 | | Termination | | (99,245) | | | (856,615 | ) | | | (4,141 | ) | |
Mips AB | | Goldman Sachs | | 07/21/2026 | | 3.71 | | Termination | | (22,614) | | | (837,142 | ) | | | 163,915 | | |
Nordnet AB | | Goldman Sachs | | 07/10/2026 | | 3.71 | | Termination | | (62,932) | | | (816,791 | ) | | | (10,659 | ) | |
Sagax AB, Class B | | Goldman Sachs | | 06/29/2026 | | 3.71 | | Termination | | (33,268) | | | (693,102 | ) | | | (48,937 | ) | |
Telia Co., AB | | Goldman Sachs | | 06/29/2026 | | 3.71 | | Termination | | (339,289) | | | (685,179 | ) | | | | 24,290 | | |
| | | | | | | | | | | | | (6,424,725 | ) | | | | (124,765 | ) | |
Switzerland | | | | | | | | | | | | | | | | | | | |
ABB Ltd. | | Morgan Stanley | | 06/26/2026 | | 1.71 | | Termination | | (16,856) | | | (642,869 | ) | | | 11,462 | | |
Comet Holding AG | | Morgan Stanley | | 06/26/2026 | | 1.71 | | Termination | | (3,316) | | | (852,884 | ) | | | (18,087 | ) | |
Idorsia Ltd. | | Morgan Stanley | | 06/26/2026 | | 1.71 | | Termination | | (79,204) | | | (434,508 | ) | | | 246,035 | | |
Idorsia Ltd. | | Goldman Sachs | | 07/28/2026 | | 1.71 | | Termination | | (34,899) | | | (191,454 | ) | | | 33,653 | | |
Kardex Holding AG | | Morgan Stanley | | 06/26/2026 | | 1.71 | | Termination | | (2,256) | | | (519,722 | ) | | | (35,593 | ) | |
Vat Group AG | | Morgan Stanley | | 06/26/2026 | | 1.71 | | Termination | | (1,360) | | | (545,632 | ) | | | | (1,672 | ) | |
| | | | | | | | | | | | | (3,187,069 | ) | | | | 235,798 | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 73
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Taiwan | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Goldman Sachs | | 04/17/2026 | | 5.33 | | Termination | | (556,000) | | $ | (638,990 | ) | | | $ | (95,392 | ) | |
Advantech Co., Ltd. | | Goldman Sachs | | 12/31/2030 | | 5.33 | | Termination | | (8,000) | | | (86,415 | ) | | | (31 | ) | |
Advantech Co., Ltd. | | Morgan Stanley | | 01/19/2026 | | 5.33 | | Termination | | (22,199) | | | (239,789 | ) | | | 7,520 | | |
Advantech Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | 5.33 | | Termination | | (52,489) | | | (566,976 | ) | | | (91,243 | ) | |
Advantech Co., Ltd. | | HSBC | | 12/22/2025 | | 0.00 | | Termination | | (1,099) | | | (11,871 | ) | | | (1,305 | ) | |
Formosa Plastics Corp. | | Goldman Sachs | | 05/05/2026 | | 5.33 | | Termination | | (160,000) | | | (399,416 | ) | | | 77,482 | | |
Nan Ya Plastics Corp. | | Morgan Stanley | | 01/19/2026 | | 5.33 | | Termination | | (138,000) | | | (286,430 | ) | | | 38,794 | | |
Nan Ya Plastics Corp. | | Goldman Sachs | | 12/08/2025 | | 5.33 | | Termination | | (64,000) | | | (132,837 | ) | | | | 10,743 | | |
| | | | | | | | | | | | | (2,362,724 | ) | | | | (53,432 | ) | |
United Kingdom | | | | | | | | | | | | | | | | | | | |
abrdn PLC | | Goldman Sachs | | 02/23/2026 | | 5.19 | | Termination | | (328,036) | | | (686,083 | ) | | | 147,832 | | |
Antofagasta PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | Termination | | (2,280) | | | (41,823 | ) | | | 8,477 | | |
Antofagasta PLC | | Goldman Sachs | | 12/08/2025 | | 5.19 | | Termination | | (45,967) | | | (843,185 | ) | | | 55,419 | | |
Associated British Foods PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | Termination | | (752) | | | (18,981 | ) | | | (1,324 | ) | |
Associated British Foods PLC | | Goldman Sachs | | 12/08/2025 | | 5.19 | | Termination | | (23,223) | | | (586,172 | ) | | | (88,993 | ) | |
Dunelm Group PLC | | Morgan Stanley | | 01/19/2026 | | 5.19 | | Termination | | (1,523) | | | (22,457 | ) | | | (2,489 | ) | |
Dunelm Group PLC | | Goldman Sachs | | 12/08/2025 | | 5.19 | | Termination | | (57,921) | | | (854,078 | ) | | | (62,337 | ) | |
Ocado Group PLC | | Goldman Sachs | | 08/03/2026 | | 5.19 | | Termination | | (54,362) | | | (600,235 | ) | | | 4,734 | | |
Segro PLC | | Goldman Sachs | | 03/24/2026 | | 5.19 | | Termination | | (82,272) | | | (768,535 | ) | | | | (14,126 | ) | |
Severn Trent PLC | | Goldman Sachs | | 08/17/2026 | | 5.19 | | Termination | | (23,519) | | | (715,053 | ) | | | | (14,895 | ) | |
| | | | | | | | | | | | | (5,136,602 | ) | | | 32,298 | | |
United States | | | | | | | | | | | | | | | | | | | |
Acushnet Holdings Corp. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (8,545) | | | (500,310 | ) | | | (54,989 | ) | |
Adient PLC | | Morgan Stanley | | 01/19/2026 | | 5.33 | | Termination | | (532) | | | (20,838 | ) | | | 1,479 | | |
Adient PLC | | Goldman Sachs | | 12/08/2025 | | 5.33 | | Termination | | (21,163) | | | (828,955 | ) | | | (46,725 | ) | |
Affirm Holdings, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (14,951) | | | (311,130 | ) | | | (97,038 | ) | |
Ameresco, Inc., Class A | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (11,038) | | | (480,043 | ) | | | 15,239 | | |
Avangrid, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (13,957) | | | (481,517 | ) | | | 39,899 | | |
B&G Foods, Inc. | | Morgan Stanley | | 06/29/2026 | | 5.33 | | Termination | | (34,570) | | | (442,150 | ) | | | 40,327 | | |
B. Riley Financial, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (13,435) | | | (687,939 | ) | | | (46,589 | ) | |
B. Riley Financial, Inc. | | Morgan Stanley | | 08/04/2026 | | 5.33 | | Termination | | (2,939) | | | (150,492 | ) | | | 4,360 | | |
Bank of Hawaii Corp. | | Goldman Sachs | | 07/21/2026 | | 5.33 | | Termination | | (16,491) | | | (886,226 | ) | | | 8,020 | | |
Blackline, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (13,217) | | | (793,813 | ) | | | (77,789 | ) | |
Block, Inc. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (12,068) | | | (695,720 | ) | | | (24,377 | ) | |
Cassava Sciences, Inc. | | Morgan Stanley | | 06/29/2026 | | 5.33 | | Termination | | (16,605) | | | (348,207 | ) | | | 32,185 | | |
Ceridian HCM Holding, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (11,308) | | | (820,056 | ) | | | (86,539 | ) | |
Cincinnati Financial Corp. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (7,504) | | | (793,848 | ) | | | (13,282 | ) | |
Commerce Bancshares, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (5,310) | | | (260,668 | ) | | | (11,585 | ) | |
Credit Acceptance Corp. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (2,362) | | | (1,185,181 | ) | | | (33,450 | ) | |
Doximity, Inc., Class A | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (20,040) | | | (477,754 | ) | | | 86,349 | | |
Entegris, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (6,375) | | | (645,596 | ) | | | 17,218 | | |
Etsy, Inc. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (6,938) | | | (510,429 | ) | | | (13,529 | ) | |
Five Below, Inc. | | HSBC | | 09/07/2026 | | 0.00 | | Termination | | (1,841) | | | (316,578 | ) | | | — | | |
Floor & Decor Holdings, Inc., Class A | | Goldman Sachs | | 07/10/2026 | | 5.33 | | Termination | | (7,941) | | | (791,718 | ) | | | 10,526 | | |
General Electric Co. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (6,960) | | | (796,642 | ) | | | (23,803 | ) | |
Glacier Bancorp, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (29,684) | | | (896,754 | ) | | | 30,608 | | |
Greif, Inc., Class A | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (11,626) | | | (843,931 | ) | | | (61,528 | ) | |
Howard Hughes Holdings, Inc. | | Goldman Sachs | | 08/17/2026 | | 5.33 | | Termination | | (10,445) | | | (821,499 | ) | | | (25,953 | ) | |
Huntsman Corp. | | HSBC | | 09/07/2026 | | 0.00 | | Termination | | (33,927) | | | (945,545 | ) | | | — | | |
LGI Homes, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (9,519) | | | (1,171,789 | ) | | | 28,568 | | |
Lowe’s Cos., Inc. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (2,307) | | | (531,717 | ) | | | (17,326 | ) | |
Matador Resources Co. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (17,516) | | | (1,112,266 | ) | | | (216,687 | ) | |
Moderna, Inc. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (5,251) | | | (593,731 | ) | | | (2,205 | ) | |
National Beverage Corp. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (9,925) | | | (509,252 | ) | | | (18,657 | ) | |
Novanta, Inc. | | Goldman Sachs | | 08/24/2026 | | 5.33 | | Termination | | (400) | | | (66,792 | ) | | | (6,465 | ) | |
Novanta, Inc. | | Morgan Stanley | | 08/10/2026 | | 5.33 | | Termination | | (3,582) | | | (598,122 | ) | | | (53,708 | ) | |
Palantir Technologies, Inc., Class A | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (28,999) | | | (434,405 | ) | | | (27,893 | ) | |
Paramount Global, Class B | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (32,993) | | | (497,864 | ) | | | 12,638 | | |
The accompanying notes are an integral part of the financial statements.
74 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
United States—(continued) | | | | | | | | | | | | | | | | | | | |
Portillo’s, Inc., Class A | | Morgan Stanley | | 06/29/2026 | | 5.33 | | Termination | | (12,134) | | $ | (222,538 | ) | | | $ | 19,408 | | |
Quantumscape Corp. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (15,506) | | | (110,713 | ) | | | (7,753 | ) | |
Quantumscape Corp. | | Morgan Stanley | | 08/24/2026 | | 5.33 | | Termination | | (1,731) | | | (12,359 | ) | | | (635 | ) | |
Revance Therapeutics, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (14,385) | | | (253,608 | ) | | | 99,101 | | |
RLI Corp. | | Goldman Sachs | | 08/17/2026 | | 5.33 | | Termination | | (4,589) | | | (603,545 | ) | | | 10,349 | | |
Rumble, Inc. | | Morgan Stanley | | 06/29/2026 | | 5.33 | | Termination | | (20,113) | | | (168,346 | ) | | | 9,060 | | |
Rumble, Inc. | | HSBC | | 08/28/2026 | | 0.00 | | Termination | | (7,000) | | | (58,590 | ) | | | (8,723 | ) | |
Rumble, Inc. | | Goldman Sachs | | 08/31/2026 | | 5.33 | | Termination | | (37,588) | | | (314,612 | ) | | | (39,304 | ) | |
Selective Insurance Group | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (3,751) | | | (372,137 | ) | | | (9,229 | ) | |
Southern Copper Corp. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (14,944) | | | (1,205,383 | ) | | | (77,972 | ) | |
Summit Materials, Inc., Class A | | HSBC | | 09/07/2026 | | 0.00 | | Termination | | (20,180) | | | (754,934 | ) | | | — | | |
T Rowe Price Group, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (7,895) | | | (886,056 | ) | | | (40,803 | ) | |
Tandem Diabetes Care, Inc. | | Goldman Sachs | | 08/28/2026 | | 5.33 | | Termination | | (17,198) | | | (470,537 | ) | | | 132 | | |
Tesla, Inc. | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (8,147) | | | (2,102,578 | ) | | | (228,442 | ) | |
Texas Capital Bancshares, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (13,252) | | | (827,455 | ) | | | (156,112 | ) | |
TopBuild Corp. | | Goldman Sachs | | 08/07/2026 | | 5.33 | | Termination | | (2,257) | | | (654,711 | ) | | | (14,427 | ) | |
Trade Desk, Inc., (The), Class A | | Goldman Sachs | | 08/07/2026 | | 5.33 | | Termination | | (5,091) | | | (407,433 | ) | | | 21,411 | | |
Trupanion, Inc. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (13,782) | | | (409,739 | ) | | | (94,108 | ) | |
WD-40 Co. | | Goldman Sachs | | 06/29/2026 | | 5.33 | | Termination | | (2,528) | | | (543,191 | ) | | | (67,384 | ) | |
West Pharmaceutical Services | | HSBC | | 08/28/2026 | | 5.30 | | Termination | | (1,959) | | | (797,117 | ) | | | | (29,738 | ) | |
| | | | | | | | | | | | | (33,425,059 | ) | | | | (1,247,870 | ) | |
Total Short | | | | | | | | | | | | | (74,504,183 | ) | | | | (1,916,658 | ) | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | $ | (2,017,949 | ) | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 75
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Bermuda | | $ | 3,798,568 | | | $ | 3,798,568 | | | $ | — | | | $ | — | |
Brazil | | | 2,156,980 | | | | 2,156,980 | | | | — | | | | — | |
Canada | | | 14,504,750 | | | | 13,949,143 | | | | 555,607 | | | | — | |
China | | | 1,449,854 | | | | — | | | | 1,449,854 | | | | — | |
Finland | | | 368,316 | | | | — | | | | 368,316 | | | | — | |
France | | | 5,875,892 | | | | — | | | | 5,875,892 | | | | — | |
Germany | | | 1,237,486 | | | | — | | | | 1,237,486 | | | | — | |
India | | | 2,084,706 | | | | 2,084,706 | | | | — | | | | — | |
Ireland | | | 4,780,622 | | | | 4,780,622 | | | | — | | | | — | |
Israel | | | 2,809,297 | | | | 2,809,297 | | | | — | | | | — | |
Japan | | | 10,508,644 | | | | 1,139,884 | | | | 9,368,760 | | | | — | |
Netherlands | | | 1,618,937 | | | | — | | | | 1,618,937 | | | | — | |
Singapore | | | 2,618,650 | | | | — | | | | 2,618,650 | | | | — | |
South Korea | | | 2,565,177 | | | | — | | | | 2,565,177 | | | | — | |
Switzerland | | | 5,699,207 | | | | 1,813,839 | | | | 3,885,368 | | | | — | |
United Kingdom | | | 5,728,326 | | | | 3,324,608 | | | | 2,403,718 | | | | — | |
United States | | | 42,619,553 | | | | 42,619,553 | | | | — | | | | — | |
Corporate Bonds | | | 1,193,794 | | | | — | | | | — | | | | 1,193,794 | |
Warrants | | | 45,093 | | | | — | | | | — | | | | 45,093 | |
Short-Term Investments | | | 45,061,742 | | | | 4,657,665 | | | | 40,404,077 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 2,776,152 | | | | 2,776,152 | | | | — | | | | — | |
Total Assets | | $ | 159,501,746 | | | $ | 85,911,017 | | | $ | 72,351,842 | | | $ | 1,238,887 | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Options Written | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (2,708,834 | ) | | $ | (1,206,464 | ) | | $ | (1,502,370 | ) | | $ | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (4,794,101 | ) | | | (4,794,101 | ) | | | — | * | | | — | |
Total Liabilities | | $ | (7,502,935 | ) | | $ | (6,000,565 | ) | | $ | (1,502,370 | ) | | $ | — | |
* | Value equals 0 as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
76 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—95.4% | | | | | | | | |
COMMON STOCKS—58.7% | | | | | | | | |
Brazil—1.5% | | | | | | | | |
Eletromidia SA* | | | 151,278 | | | $ | 494,276 | |
Porto Seguro SA | | | 46,600 | | | | 245,796 | |
Sendas Distribuidora SA | | | 9,500 | | | | 22,234 | |
TIM SA | | | 52,800 | | | | 154,389 | |
| | | | | | | 916,695 | |
China—14.7% | | | | | | | | |
3SBio, Inc. | | | 139,000 | | | | 116,242 | |
Anhui Heli Co., Ltd., Class A† | | | 128,500 | | | | 351,545 | |
BOE Technology Group Co., Ltd., Class A† | | | 3,800,180 | | | | 2,089,211 | |
COSCO SHIPPING Holdings Co., Ltd., Class H | | | 750,000 | | | | 769,114 | |
Midea Group Co., Ltd., Class A† | | | 119,700 | | | | 928,030 | |
Sany Heavy Industry Co., Ltd., Class A† | | | 221,278 | | | | 470,643 | |
Tsingtao Brewery Co., Ltd., Class H | | | 134,000 | | | | 1,114,296 | |
Weichai Power Co., Ltd., Class A† | | | 983,700 | | | | 1,589,603 | |
XCMG Construction Machinery Co., Ltd., Class A† | | | 737,500 | | | | 612,335 | |
Yixintang Pharmaceutical Group Co Ltd., Class A | | | 13,000 | | | | 40,485 | |
Yixintang Pharmaceutical Group Co., Ltd., Class A† | | | 158,200 | | | | 492,673 | |
YTO Express Group Co., Ltd., Class A† | | | 59,300 | | | | 122,917 | |
Zhuzhou Kibing Group Co., Ltd., Class A† | | | 348,600 | | | | 417,119 | |
| | | | | | | 9,114,213 | |
Cyprus—0.0% | | | | | | | | |
Fix Price Group PLC - GDR*‡ | | | 21,704 | | | | 0 | |
Greece—1.2% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 12,744 | | | | 190,450 | |
JUMBO SA | | | 18,008 | | | | 556,910 | |
| | | | | | | 747,360 | |
Hong Kong—0.6% | | | | | | | | |
Orient Overseas International Ltd. | | | 28,000 | | | | 375,516 | |
Hungary—0.2% | | | | | | | | |
Richter Gedeon Nyrt | | | 4,866 | | | | 122,121 | |
India—10.7% | | | | | | | | |
Apollo Tyres Ltd. | | | 205,132 | | | | 961,752 | |
Bajaj Auto Ltd. | | | 11,436 | | | | 636,797 | |
Bank of Baroda | | | 679,558 | | | | 1,534,500 | |
Gravita India Ltd.* | | | 22,952 | | | | 216,646 | |
Indian Hotels Co., Ltd. | | | 125,754 | | | | 638,787 | |
ITC Ltd. | | | 29,715 | | | | 157,738 | |
Mahindra & Mahindra Ltd. | | | 49,641 | | | | 943,857 | |
PB Fintech Ltd.* | | | 47,267 | | | | 441,806 | |
Phoenix Mills Ltd., (The) | | | 6,379 | | | | 138,597 | |
Power Grid Corp. of India Ltd. | | | 118,599 | | | | 350,052 | |
Zydus Lifesciences Ltd. | | | 82,530 | | | | 623,268 | |
| | | | | | | 6,643,800 | |
Indonesia—2.8% | | | | | | | | |
Bank Central Asia Tbk PT | | | 330,900 | | | | 199,204 | |
Bank Mandiri Persero Tbk PT | | | 3,507,200 | | | | 1,386,880 | |
Bank Negara Indonesia Persero Tbk PT | | | 259,100 | | | | 156,031 | |
| | | | | | | 1,742,115 | |
| | NUMBER OF SHARES | | | VALUE | |
Israel—0.7% | | | | | | | | |
Mizrahi Tefahot Bank Ltd. | | | 14,078 | | | $ | 462,890 | |
Mexico—2.0% | | | | | | | | |
Arca Continental SAB de CV | | | 20,900 | | | | 204,091 | |
Grupo Financiero Banorte SAB de CV, Class O | | | 124,500 | | | | 1,056,795 | |
| | | | | | | 1,260,886 | |
Singapore—2.5% | | | | | | | | |
DBS Group Holdings Ltd. | | | 5,100 | | | | 125,530 | |
Singapore Airlines Ltd. | | | 117,100 | | | | 595,001 | |
United Overseas Bank Ltd. | | | 38,200 | | | | 802,481 | |
| | | | | | | 1,523,012 | |
South Africa—0.4% | | | | | | | | |
Life Healthcare Group Holdings Ltd. | | | 94,465 | | | | 107,396 | |
Thungela Resources Ltd. | | | 13,654 | | | | 108,451 | |
| | | | | | | 215,847 | |
South Korea—11.2% | | | | | | | | |
Classys, Inc. | | | 8,327 | | | | 243,771 | |
Daewoo Engineering & Construction Co., Ltd.* | | | 62,264 | | | | 216,396 | |
Hana Financial Group, Inc. | | | 10,958 | | | | 327,454 | |
Hankook Tire & Technology Co., Ltd. | | | 57,280 | | | | 1,676,652 | |
Hanon Systems | | | 45,408 | | | | 312,642 | |
Hanwha Systems Co., Ltd. | | | 37,971 | | | | 385,272 | |
HD Hyundai Infracore Co., Ltd. | | | 39,622 | | | | 314,914 | |
HK inno N Corp. | | | 6,306 | | | | 176,316 | |
HL Mando Co., Ltd. | | | 14,252 | | | | 451,178 | |
Hyundai Engineering & Construction Co., Ltd. | | | 16,672 | | | | 447,176 | |
Hyundai Mobis Co., Ltd. | | | 2,132 | | | | 372,215 | |
JYP Entertainment Corp. | | | 2,088 | | | | 177,083 | |
LIG Nex1 Co., Ltd. | | | 3,680 | | | | 235,677 | |
SK Hynix, Inc. | | | 17,108 | | | | 1,573,084 | |
| | | | | | | 6,909,830 | |
Taiwan—5.6% | | | | | | | | |
Accton Technology Corp. | | | 121,000 | | | | 1,804,635 | |
Evergreen Marine Corp. Taiwan Ltd. | | | 147,000 | | | | 490,911 | |
Innolux Corp. | | | 988,000 | | | | 447,545 | |
Nanya Technology Corp. | | | 136,000 | | | | 283,379 | |
Yang Ming Marine Transport Corp. | | | 308,000 | | | | 407,959 | |
| | | | | | | 3,434,429 | |
Thailand—1.9% | | | | | | | | |
AP Thailand PCL - NVDR | | | 372,900 | | | | 135,188 | |
Bangkok Bank PCL | | | 140,200 | | | | 678,265 | |
Bumrungrad Hospital PCL | | | 35,000 | | | | 258,871 | |
Supalai PCL - NVDR | | | 208,500 | | | | 129,147 | |
| | | | | | | 1,201,471 | |
United Arab Emirates—0.7% | | | | | | | | |
Abu Dhabi Islamic Bank PJSC | | | 145,148 | | | | 411,773 | |
United States—2.0% | | | | | | | | |
Samsonite International SA* | | | 369,600 | | | | 1,237,262 | |
TOTAL COMMON STOCKS (Cost $33,010,825) | | | | | | | 36,319,220 | |
PREFERRED STOCKS—1.2% | | | | | | | | |
South Korea—1.2% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.661% | | | 17,491 | | | | 713,982 | |
TOTAL PREFERRED STOCKS (Cost $384,453) | | | | | | | 713,982 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 77
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—35.5% | | | | | | | | |
BlackRock Liquidity Funds Treasury Trust Fund Portfolio, 5.22%(a)† | | | 3,758,537 | | | $ | 3,758,537 | |
Federated Hermes U.S. Treasury Cash Reserves, 5.19%(a)† | | | 3,758,537 | | | | 3,758,537 | |
Goldman Sachs Financial Square Funds - Treasury Instruments Fund, 5.17%(a)† | | | 3,758,537 | | | | 3,758,537 | |
MSILF Treasury Securities Portfolio, 5.21%(a)† | | | 3,758,537 | | | | 3,758,537 | |
Tri-State Deposit, 5.45%(a) | | | 6,060,419 | | | | 6,060,419 | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 851,401 | | | | 851,401 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $21,945,968) | | | | | | | 21,945,968 | |
TOTAL LONG POSITIONS—95.4% (Cost $55,341,246) | | | | | | | 58,979,170 | |
| | | | | | | | |
SECURITIES SOLD SHORT—(0.5%) | | | | | | | | |
COMMON STOCKS—(0.5%) | | | | | | | | |
Hong Kong—(0.4%) | | | | | | | | |
SITC International Holdings Co., Ltd. | | | (118,000 | ) | | | (220,083 | ) |
United Kingdom—(0.1%) | | | | | | | | |
Antofagasta PLC | | | (4,203 | ) | | | (76,974 | ) |
TOTAL COMMON STOCKS (Proceeds $(292,182)) | | | | | | | (297,057 | ) |
TOTAL SECURITIES SOLD SHORT—(0.5%) (Proceeds $(292,182)) | | | | | | | (297,057 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—5.1% | | | | | | | 3,142,615 | |
NET ASSETS—100.0% | | | | | | $ | 61,824,728 | |
GDR | Global Depositary Receipt |
PLC | Public Limited Company |
NVDR | Non-voting Depository Receipt |
* | Non-income producing. |
† | Security position is either entirely or partially held in a segregated account as collateral for securities sold short. |
(a) | The rate shown is as of August 31, 2023. |
‡ | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $0 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
78 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2023, 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 | | 12/08/2025 | | | 3.65 | % | | Termination | | | 14,939 | | | $ | 534,085 | | | | $ | 35,513 | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
Banco do Brasil SA | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | 308,600 | | | | 2,954,478 | | | | | 772,901 | |
Cielo SA | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | 115,100 | | | | 86,928 | | | | | (11,208 | ) |
Itau Unibanco Holding SA - SP ADR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 14,564 | | | | 80,102 | | | | | 13,821 | |
Sendas Distribuidora SA | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 40,300 | | | | 94,320 | | | | | (60,607 | ) |
TIM SA - ADR | | Goldman Sachs | | 08/24/2026 | | | 5.33 | | | Termination | | | 12,543 | | | | 183,880 | | | | | (3,410 | ) |
| | | | | | | | | | | | | | | | | 3,399,708 | | | | | 711,497 | |
Cayman Islands | | | | | | | | | | | | | | | | | | | | | | | |
StoneCo Ltd., Class A | | Goldman Sachs | | 08/28/2026 | | | 5.33 | | | Termination | | | 51,690 | | | | 633,719 | | | | | 17,788 | |
Chile | | | | | | | | | | | | | | | | | | | | | | | |
Banco Santander Chile - SP ADR | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | 3,928 | | | | 75,143 | | | | | 14,849 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Alibaba Group Holding Ltd. | | Goldman Sachs | | 12/08/2025 | | | 4.91 | | | Termination | | | 15,700 | | | | 180,576 | | | | | (5,143 | ) |
Alibaba Group Holding Ltd. - SP ADR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 6,514 | | | | 605,151 | | | | | (3,606 | ) |
DaShenLin Pharmaceutical Group Co., Ltd., Class A | | Goldman Sachs | | 05/29/2026 | | | 5.33 | | | Termination | | | 156,140 | | | | 569,499 | | | | | (47,012 | ) |
JD.com, Inc. - SP ADR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 8,231 | | | | 273,352 | | | | | (211,485 | ) |
JD.com, Inc., Class A | | Goldman Sachs | | 12/08/2025 | | | 4.91 | | | Termination | | | 1,054 | | | | 17,311 | | | | | (12,851 | ) |
Proya Cosmetics Co., Ltd., Class A | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 59,960 | | | | 919,115 | | | | | (28,732 | ) |
Proya Cosmetics Co., Ltd., Class A | | Goldman Sachs | | 07/31/2026 | | | 5.33 | | | Termination | | | 4,900 | | | | 75,111 | | | | | (593 | ) |
Tencent Holdings Ltd. | | Goldman Sachs | | 12/31/2025 | | | 4.91 | | | Termination | | | 400 | | | | 16,577 | | | | | (1,948 | ) |
Tencent Holdings Ltd. | | Goldman Sachs | | 12/08/2025 | | | 4.91 | | | Termination | | | 11,700 | | | | 484,867 | | | | | 39,938 | |
Trip.com Group Ltd. - ADR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 27,433 | | | | 1,078,391 | | | | | 91,069 | |
Vipshop Holdings Ltd. - ADR | | Goldman Sachs | | 06/26/2026 | | | 5.33 | | | Termination | | | 40,938 | | | | 646,411 | | | | | (40,963 | ) |
| | | | | | | | | | | | | | | | | 4,866,361 | | | | | (221,326 | ) |
Israel | | | | | | | | | | | | | | | | | | | | | | | |
InMode Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 24,067 | | | | 940,779 | | | | | 53,784 | |
Mizrahi Tefahot Bank Ltd. | | Goldman Sachs | | 12/12/2025 | | | 4.77 | | | Termination | | | 18,587 | | | | 611,902 | | | | | 6,948 | |
Monday.com Ltd. | | Goldman Sachs | | 03/17/2026 | | | 5.33 | | | Termination | | | 4,055 | | | | 719,519 | | | | | 143,364 | |
Wix.com Ltd. | | Goldman Sachs | | 05/18/2026 | | | 5.33 | | | Termination | | | 6,799 | | | | 671,537 | | | | | 117,182 | |
| | | | | | | | | | | | | | | | | 2,943,737 | | | | | 321,278 | |
Japan | | | | | | | | | | | | | | | | | | | | | | | |
Suzuki Motor Corp. | | Goldman Sachs | | 08/24/2026 | | | -0.06 | | | Termination | | | 13,100 | | | | 516,365 | | | | | 40,998 | |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Arca Continental SAB de CV | | Goldman Sachs | | 03/02/2026 | | | 5.33 | | | Termination | | | 16,600 | | | | 162,101 | | | | | 21,428 | |
Cemex SAB de CV - SP ADR | | Morgan Stanley | | 08/31/2026 | | | 5.33 | | | Termination | | | 19,374 | | | | 154,411 | | | | | (3,086 | ) |
Coca-Cola Femsa SAB de CV - SP ADR | | Goldman Sachs | | 02/09/2026 | | | 5.33 | | | Termination | | | 2,193 | | | | 185,835 | | | | | 22,923 | |
Gruma SAB de CV, Class B | | Morgan Stanley | | 08/17/2026 | | | 5.33 | | | Termination | | | 12,665 | | | | 210,671 | | | | | (8,351 | ) |
Grupo Comercial Chedraui SA de CV | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | 84,500 | | | | 473,632 | | | | | 114,624 | |
Orbia Advance Corp., SAB de CV | | Goldman Sachs | | 06/08/2026 | | | 5.33 | | | Termination | | | 217,300 | | | | 483,654 | | | | | 5,357 | |
| | | | | | | | | | | | | | | | | 1,670,304 | | | | | 152,895 | |
Peru | | | | | | | | | | | | | | | | | | | | | | | |
Credicorp Ltd. | | Goldman Sachs | | 03/03/2026 | | | 5.33 | | | Termination | | | 889 | | | | 125,731 | | | | | 9,723 | |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins SGPS SA | | Goldman Sachs | | 12/08/2025 | | | 3.65 | | | Termination | | | 72,837 | | | | 1,856,052 | | | | | 205,238 | |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 09/18/2025 | | | 5.33 | | | Monthly | | | 316,240 | | | | — | | | | | (469,314 | ) |
Headhunter Group PLC - ADR | | Morgan Stanley | | 09/26/2023 | | | 5.33 | | | Monthly | | | 7,725 | | | | — | | | | | (116,107 | ) |
Magnit PJSC - SP GDR | | Goldman Sachs | | 09/16/2025 | | | 5.33 | | | Monthly | | | 37,249 | | | | — | | | | | (462 | ) |
Sberbank PJSC - SP ADR | | Goldman Sachs | | 09/16/2025 | | | 5.33 | | | Monthly | | | 23,338 | | | | — | | | | | (1,057 | ) |
| | | | | | | | | | | | | | | | | — | | | | | (586,940 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 79
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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 | | 12/08/2025 | | | 3.82 | | | Termination | | | 15,151 | | | $ | 373,324 | | | | $ | (6,094 | ) |
Singapore Airlines Ltd. | | Goldman Sachs | | 04/24/2026 | | | 3.82 | | | Termination | | | 131,900 | | | | 670,504 | | | | | 55,132 | |
| | | | | | | | | | | | | | | | | 1,043,828 | | | | | 49,038 | |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Aspen Pharmacare Holdings Ltd. | | Morgan Stanley | | 12/09/2025 | | | 8.20 | | | Termination | | | 91,103 | | | | 830,709 | | | | | 80,290 | |
Thungela Resources Ltd. | | Goldman Sachs | | 08/24/2026 | | | 5.19 | | | Termination | | | 9,118 | | | | 71,984 | | | | | 8,852 | |
| | | | | | | | | | | | | | | | | 902,693 | | | | | 89,142 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Doosan Bobcat, Inc. | | Goldman Sachs | | 07/03/2026 | | | 5.33 | | | Termination | | | 15,203 | | | | 618,817 | | | | | (55,397 | ) |
HD Hyundai Infracore Co., Ltd. | | Goldman Sachs | | 07/13/2026 | | | 5.33 | | | Termination | | | 75,535 | | | | 601,766 | | | | | (80,617 | ) |
Hyundai Engineering & Construction Co., Ltd. | | Goldman Sachs | | 08/18/2026 | | | 5.33 | | | Termination | | | 6,969 | | | | 187,176 | | | | | 3,646 | |
Hyundai Mobis Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 6,078 | | | | 1,062,242 | | | | | 49,356 | |
Hyundai Steel Co. | | Goldman Sachs | | 08/31/2026 | | | 5.33 | | | Termination | | | 12,082 | | | | 330,901 | | | | | 12,639 | |
Hyundai Wia Corp. | | Goldman Sachs | | 08/03/2026 | | | 5.33 | | | Termination | | | 6,424 | | | | 279,949 | | | | | (33,880 | ) |
Orion Corp. | | Goldman Sachs | | 02/02/2026 | | | 5.33 | | | Termination | | | 2,140 | | | | 197,202 | | | | | (15,963 | ) |
Samsung Electronics Co., Ltd. - GDR | | Goldman Sachs | | 03/30/2026 | | | 5.33 | | | Termination | | | 1,208 | | | | 1,525,704 | | | | | 55,981 | |
SK Hynix, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | 5,402 | | | | 497,797 | | | | | 148,366 | |
| | | | | | | | | | | | | | | | | 5,301,554 | | | | | 84,131 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
AUO Corp. | | Morgan Stanley | | 08/17/2026 | | | 5.33 | | | Termination | | | 551,000 | | | | 307,971 | | | | | (12,278 | ) |
Elan Microelectronics Corp. | | Goldman Sachs | | 07/13/2026 | | | 5.33 | | | Termination | | | 49,000 | | | | 184,636 | | | | | 14,610 | |
Hiwin Technologies Corp. | | Goldman Sachs | | 07/13/2026 | | | 5.33 | | | Termination | | | 74,000 | | | | 476,347 | | | | | (30,466 | ) |
Innolux Corp. | | Goldman Sachs | | 08/17/2026 | | | 5.33 | | | Termination | | | 963,300 | | | | 437,087 | | | | | (37,682 | ) |
Nanya Technology Corp. | | Goldman Sachs | | 08/17/2026 | | | 5.33 | | | Termination | | | 312,000 | | | | 652,480 | | | | | (14,216 | ) |
| | | | | | | | | | | | | | | | | 2,058,521 | | | | | (80,032 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Hikma Pharmaceuticals PLC | | Goldman Sachs | | 07/14/2026 | | | 5.19 | | | Termination | | | 23,113 | | | | 640,930 | | | | | 104,104 | |
Wizz Air Holdings PLC | | Morgan Stanley | | 06/01/2026 | | | 5.19 | | | Termination | | | 20,406 | | | | 582,408 | | | | | (149,647 | ) |
| | | | | | | | | | | | | | | | | 1,223,338 | | | | | (45,543 | ) |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Micron Technology, Inc. | | Goldman Sachs | | 05/18/2026 | | | 5.33 | | | Termination | | | 9,727 | | | | 680,306 | | | | | 55,242 | |
Uruguay | | | | | | | | | | | | | | | | | | | | | | | |
Arcos Dorados Holdings, Inc., Class A | | Goldman Sachs | | 03/17/2026 | | | 5.33 | | | Termination | | | 61,246 | | | | 604,498 | | | | | 110,333 | |
Total Long | | | | | | | | | | | | | | | | | 28,435,943 | | | | | 963,824 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | | | | | | | | | | | | | | | | | | | | |
Allkem Ltd. | | Goldman Sachs | | 04/17/2026 | | | 4.07 | | | Termination | | | (53,477 | ) | | | (486,492 | ) | | | | (93,854 | ) |
IGO Ltd. | | Goldman Sachs | | 04/17/2026 | | | 4.07 | | | Termination | | | (47,853 | ) | | | (431,608 | ) | | | | (37,794 | ) |
| | | | | | | | | | | | | | | | | (918,100 | ) | | | | (131,648 | ) |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
B3 SA - Brasil Bolsa Balcao | | Bank of America | | 12/08/2025 | | | 5.33 | | | Termination | | | (42,800 | ) | | | (111,925 | ) | | | | (12,310 | ) |
Banco Santander Brasil | | JPMorgan | | 07/24/2026 | | | 1.06 | | | Termination | | | (50,800 | ) | | | (280,361 | ) | | | | 32,425 | |
Hapvida Participacoes e Investimentos SA | | Morgan Stanley | | 05/18/2026 | | | 5.33 | | | Termination | | | (135,191 | ) | | | (116,844 | ) | | | | (28,259 | ) |
Klabin SA - Unit | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (14,600 | ) | | | (67,162 | ) | | | | (10,686 | ) |
Localiza Rent a Car SA | | JPMorgan | | 05/18/2026 | | | 5.03 | | | Termination | | | (39,600 | ) | | | (506,350 | ) | | | | (4,015 | ) |
Natura & Co. Holding SA | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (40,000 | ) | | | (123,101 | ) | | | | (28,253 | ) |
Natura & Co. Holding SA - SP ADR | | Morgan Stanley | | 04/06/2026 | | | 5.33 | | | Termination | | | (18,207 | ) | | | (110,699 | ) | | | | (14,302 | ) |
Pagseguro Digital Ltd., Class A | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (6,894 | ) | | | (61,908 | ) | | | | 1,724 | |
Petro Rio SA | | JPMorgan | | 05/25/2026 | | | 5.19 | | | Termination | | | (40,400 | ) | | | (380,745 | ) | | | | (80,715 | ) |
Sigma Lithium Corp. | | Goldman Sachs | | 04/14/2026 | | | 5.33 | | | Termination | | | (7,700 | ) | | | (235,928 | ) | | | | 53,574 | |
Suzano SA - SP ADR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (5,780 | ) | | | (58,494 | ) | | | | (1,821 | ) |
Vamos Locacao de Caminhoes Maquinas E Equipamentos SA | | Bank of America | | 08/25/2026 | | | 5.33 | | | Termination | | | (124,323 | ) | | | (295,490 | ) | | | | 18,869 | |
WEG SA | | JPMorgan | | 05/25/2026 | | | 5.17 | | | Termination | | | (63,100 | ) | | | (456,043 | ) | | | | 30,318 | |
| | | | | | | | | | | | | | | | | (2,805,050 | ) | | | | (43,451 | ) |
The accompanying notes are an integral part of the financial statements.
80 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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) |
Chile | | | | | | | | | | | | | | | | | | | | | | | |
Sociedad Quimica y Minera de Chile SA - SP ADR | | Goldman Sachs | | 03/31/2026 | | | 5.33 | | | Termination | | | (6,994 | ) | | $ | (437,754 | ) | | | $ | 123,284 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
China Coal Energy Co., Class H | | Goldman Sachs | | 07/28/2026 | | | 1.69 | | | Termination | | | (425,000 | ) | | | (289,932 | ) | | | | 22,236 | |
China National Building Material Co., Ltd., Class H | | Goldman Sachs | | 12/08/2025 | | | 1.69 | | | Termination | | | (594,000 | ) | | | (302,213 | ) | | | | 177,613 | |
China Resources Microelectronics Ltd., Class A | | Morgan Stanley | | 12/29/2025 | | | 5.33 | | | Termination | | | (7,100 | ) | | | (57,003 | ) | | | | (1,376 | ) |
China Resources Microelectronics Ltd., Class A | | Goldman Sachs | | 07/21/2026 | | | 5.33 | | | Termination | | | (43,172 | ) | | | (346,610 | ) | | | | (19,780 | ) |
China Shenhua Energy Co., Class H | | Goldman Sachs | | 07/28/2026 | | | 1.69 | | | Termination | | | (159,000 | ) | | | (463,273 | ) | | | | 10,670 | |
Ganfeng Lithium Group Co., Ltd. | | HSBC | | 04/20/2026 | | | 4.76 | | | Termination | | | (71,000 | ) | | | (339,503 | ) | | | | 125,904 | |
Hangzhou Silan Microelectronics Co., Ltd., Class A | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (84,400 | ) | | | (293,482 | ) | | | | 99,338 | |
Hangzhou Silan Microelectronics Co., Ltd., Class A | | HSBC | | 12/05/2025 | | | 5.30 | | | Termination | | | (18,512 | ) | | | (64,371 | ) | | | | 32,080 | |
Hua Hong Semiconductor Ltd. | | Goldman Sachs | | 12/08/2025 | | | 1.69 | | | Termination | | | (149,000 | ) | | | (389,488 | ) | | | | 120,646 | |
Hua Hong Semiconductor Ltd. | | HSBC | | 08/07/2026 | | | 4.76 | | | Termination | | | (17,000 | ) | | | (44,438 | ) | | | | 9,877 | |
Maxscend Microelectronics Co., Ltd., Class A | | HSBC | | 08/10/2026 | | | 5.30 | | | Termination | | | (2,200 | ) | | | (37,450 | ) | | | | (222 | ) |
Maxscend Microelectronics Co., Ltd., Class A | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (13,000 | ) | | | (221,297 | ) | | | | (4,978 | ) |
Pingdingshan Tianan Coal Mining Co., Ltd., Class A | | Morgan Stanley | | 07/31/2026 | | | 5.33 | | | Termination | | | (182,467 | ) | | | (213,999 | ) | | | | (13,384 | ) |
Shaanxi Coal Industry Co., Ltd., Class A | | Morgan Stanley | | 07/31/2026 | | | 5.33 | | | Termination | | | (68,700 | ) | | | (156,809 | ) | | | | 2,421 | |
Skshu Paint Co., Ltd., Class A | | HSBC | | 12/05/2025 | | | 5.30 | | | Termination | | | (4,620 | ) | | | (47,739 | ) | | | | 8,846 | |
Tianqi Lithium Corp., Class H | | Morgan Stanley | | 04/24/2026 | | | 1.90 | | | Termination | | | (40,400 | ) | | | (221,515 | ) | | | | 71,314 | |
Tongwei Co., Ltd., Class A | | HSBC | | 05/19/2026 | | | 5.30 | | | Termination | | | (53,700 | ) | | | (236,303 | ) | | | | 63,587 | |
Tongwei Co., Ltd., Class A | | Morgan Stanley | | 07/20/2026 | | | 5.33 | | | Termination | | | (41,400 | ) | | | (182,178 | ) | | | | 17,458 | |
Vanchip (Tianjin) Technology Co., Ltd., Class A | | Morgan Stanley | | 02/23/2026 | | | 5.33 | | | Termination | | | (1,782 | ) | | | (18,040 | ) | | | | (5,288 | ) |
Will Semiconductor Co., Ltd., Shanghai, Class A | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (9,335 | ) | | | (117,830 | ) | | | | (7,648 | ) |
Yankuang Energy Group Co., Ltd., Class H | | HSBC | | 04/13/2026 | | | 4.76 | | | Termination | | | (186,000 | ) | | | (292,198 | ) | | | | 12,280 | |
Yankuang Energy Group Co., Ltd., Class H | | Morgan Stanley | | 04/06/2026 | | | 1.90 | | | Termination | | | (162,000 | ) | | | (254,495 | ) | | | | 115,689 | |
| | | | | | | | | | | | | | | | | (4,590,166 | ) | | | | 837,283 | |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
China Taiping Insurance Holdings Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 1.69 | | | Termination | | | (99,400 | ) | | | (104,694 | ) | | | | 9,551 | |
GCL Technology Holdings Ltd. | | Goldman Sachs | | 05/11/2026 | | | 1.69 | | | Termination | | | (2,234,000 | ) | | | (387,414 | ) | | | | 125,062 | |
GCL Technology Holdings Ltd. | | HSBC | | 08/07/2026 | | | 4.76 | | | Termination | | | (252,000 | ) | | | (43,701 | ) | | | | 7,605 | |
Nine Dragons Paper Holdings Ltd. | | Goldman Sachs | | 12/08/2025 | | | 1.69 | | | Termination | | | (575,000 | ) | | | (318,942 | ) | | | | 143,501 | |
Techtronic Industries Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 1.69 | | | Termination | | | (23,500 | ) | | | (232,233 | ) | | | | 67,422 | |
| | | | | | | | | | | | | | | | | (1,086,984 | ) | | | | 353,141 | |
India | | | | | | | | | | | | | | | | | | | | | | | |
Infosys Ltd. - SP ADR | | Goldman Sachs | | 07/14/2026 | | | 5.33 | | | Termination | | | (26,285 | ) | | | (456,570 | ) | | | | (28,690 | ) |
Wipro Ltd. - ADR | | Goldman Sachs | | 07/14/2026 | | | 5.33 | | | Termination | | | (87,140 | ) | | | (426,115 | ) | | | | (10,974 | ) |
| | | | | | | | | | | | | | | | | (882,685 | ) | | | | (39,664 | ) |
Indonesia | | | | | | | | | | | | | | | | | | | | | | | |
Unilever Indonesia Tbk PT | | JPMorgan | | 04/13/2026 | | | 1.31 | | | Termination | | | (857,400 | ) | | | (206,609 | ) | | | | 35,266 | |
Unilever Indonesia Tbk PT | | Bank of America | | 08/31/2026 | | | 0.00 | | | Termination | | | (378,800 | ) | | | (91,280 | ) | | | | 1,803 | |
Unilever Indonesia Tbk PT | | HSBC | | 12/02/2025 | | | 5.30 | | | Termination | | | (954,700 | ) | | | (230,056 | ) | | | | 35,993 | |
| | | | | | | | | | | | | | | | | (527,945 | ) | | | | 73,062 | |
Israel | | | | | | | | | | | | | | | | | | | | | | | |
Camtek Ltd. | | Morgan Stanley | | 02/16/2026 | | | 5.33 | | | Termination | | | (10,001 | ) | | | (603,060 | ) | | | | (341,901 | ) |
Camtek Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (4,356 | ) | | | (262,667 | ) | | | | (158,036 | ) |
Nova Ltd. | | Morgan Stanley | | 02/16/2026 | | | 5.33 | | | Termination | | | (3,266 | ) | | | (421,118 | ) | | | | (124,982 | ) |
Nova Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,585 | ) | | | (204,370 | ) | | | | (66,919 | ) |
| | | | | | | | | | | | | | | | | (1,491,215 | ) | | | | (691,838 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 81
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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) |
Japan | | | | | | | | | | | | | | | | | | | | | | | |
Ibiden Co., Ltd. | | Goldman Sachs | | 02/23/2026 | | | -0.06 | | | Termination | | | (6,200 | ) | | $ | (374,655 | ) | | | $ | (177,894 | ) |
Lasertec Corp. | | HSBC | | 08/07/2026 | | | -0.06 | | | Termination | | | (700 | ) | | | (109,093 | ) | | | | (6,701 | ) |
Lasertec Corp. | | Goldman Sachs | | 12/08/2025 | | | -0.06 | | | Termination | | | (3,600 | ) | | | (561,050 | ) | | | | 106,148 | |
Shinko Electric Industries Co., Ltd. | | Morgan Stanley | | 02/16/2026 | | | -0.06 | | | Termination | | | (10,100 | ) | | | (414,843 | ) | | | | (150,488 | ) |
Shinko Electric Industries Co., Ltd. | | Goldman Sachs | | 04/14/2026 | | | -0.06 | | | Termination | | | (1,600 | ) | | | (65,718 | ) | | | | (20,983 | ) |
Tokyo Electron Ltd. | | Goldman Sachs | | 05/11/2026 | | | -0.06 | | | Termination | | | (1,300 | ) | | | (192,773 | ) | | | | (52,896 | ) |
| | | | | | | | | | | | | | | | | (1,718,132 | ) | | | | (302,814 | ) |
Luxembourg | | | | | | | | | | | | | | | | | | | | | | | |
Globant SA | | Goldman Sachs | | 07/14/2026 | | | 5.33 | | | Termination | | | (1,847 | ) | | | (377,656 | ) | | | | (37,996 | ) |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Grupo Mexico SAB de CV, Class B | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (38,600 | ) | | | (184,505 | ) | | | | (30,761 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Ozon Holdings PLC - ADR | | Goldman Sachs | | 09/16/2025 | | | 5.33 | | | Monthly | | | (27,082 | ) | | | — | | | | | 314,151 | |
VK Co., Ltd. | | Morgan Stanley | | 09/23/2026 | | | 5.33 | | | Monthly | | | (77,484 | ) | | | — | | | | | 140,169 | |
| | | | | | | | | | | | | | | | | — | | | | | 454,320 | |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Al Rajhi Bank | | Goldman Sachs | | 07/27/2026 | | | 5.33 | | | Termination | | | (16,656 | ) | | | (320,628 | ) | | | | (5,214 | ) |
Saudi Arabian Oil Co. | | Goldman Sachs | | 04/27/2026 | | | 5.33 | | | Termination | | | (34,817 | ) | | | (323,974 | ) | | | | (25,433 | ) |
| | | | | | | | | | | | | | | | | (644,602 | ) | | | | (30,647 | ) |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Capitec Bank Holdings Ltd. | | HSBC | | 08/10/2026 | | | 8.06 | | | Termination | | | (597 | ) | | | (50,096 | ) | | | | 3,541 | |
Capitec Bank Holdings Ltd. | | Goldman Sachs | | 12/08/2025 | | | 8.06 | | | Termination | | | (5,435 | ) | | | (456,068 | ) | | | | 70,968 | |
Clicks Group Ltd. | | Goldman Sachs | | 07/27/2026 | | | 8.06 | | | Termination | | | (11,006 | ) | | | (159,393 | ) | | | | (8,252 | ) |
Sappi Ltd. | | Goldman Sachs | | 12/08/2025 | | | 8.06 | | | Termination | | | (53,777 | ) | | | (114,217 | ) | | | | 25,594 | |
Sappi Ltd. | | Bank of America | | 09/07/2026 | | | 0.00 | | | Termination | | | (89,921 | ) | | | (190,914 | ) | | | | — | |
Shoprite Holdings Ltd. | | Goldman Sachs | | 07/27/2026 | | | 8.06 | | | Termination | | | (23,631 | ) | | | (330,133 | ) | | | | (28,448 | ) |
| | | | | | | | | | | | | | | | | (1,300,821 | ) | | | | 63,403 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Amorepacific Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (4,099 | ) | | | (415,250 | ) | | | | (32,663 | ) |
Chunbo Co., Ltd. | | Goldman Sachs | | 12/12/2025 | | | 5.33 | | | Termination | | | (657 | ) | | | (74,858 | ) | | | | 42,855 | |
Chunbo Co., Ltd. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,824 | ) | | | (207,826 | ) | | | | 116,480 | |
Chunbo Co., Ltd. | | JPMorgan | | 08/07/2026 | | | -2.94 | | | Termination | | | (437 | ) | | | (49,792 | ) | | | | 10,501 | |
EcoPro BM Co., Ltd. | | Goldman Sachs | | 05/04/2026 | | | 5.33 | | | Termination | | | (963 | ) | | | (236,424 | ) | | | | (52,794 | ) |
Hansol Chemical Co., Ltd. | | Goldman Sachs | | 12/12/2025 | | | 5.33 | | | Termination | | | (962 | ) | | | (117,543 | ) | | | | 28,726 | |
Hansol Chemical Co., Ltd. | | JPMorgan | | 08/07/2026 | | | 4.31 | | | Termination | | | (425 | ) | | | (51,929 | ) | | | | 12,375 | |
Hansol Chemical Co., Ltd. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,637 | ) | | | (200,019 | ) | | | | 53,803 | |
Hyundai Motor Co. | | Goldman Sachs | | 04/14/2026 | | | 5.33 | | | Termination | | | (9 | ) | | | (1,288 | ) | | | | 32 | |
Hyundai Motor Co. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,052 | ) | | | (150,507 | ) | | | | (19,297 | ) |
KakaoBank Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (4,670 | ) | | | (93,100 | ) | | | | 5,889 | |
Kia Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,632 | ) | | | (99,025 | ) | | | | (18,471 | ) |
Leeno Industrial, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (3,269 | ) | | | (415,751 | ) | | | | 5,608 | |
Leeno Industrial, Inc. | | Goldman Sachs | | 08/07/2026 | | | 5.33 | | | Termination | | | (586 | ) | | | (74,527 | ) | | | | (1,478 | ) |
LG H&H Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (746 | ) | | | (262,165 | ) | | | | 73,246 | |
Naver Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,097 | ) | | | (178,026 | ) | | | | (15,511 | ) |
Netmarble Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (6,471 | ) | | | (209,784 | ) | | | | 44,866 | |
SK Biopharmaceuticals Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,060 | ) | | | (68,729 | ) | | | | (9,195 | ) |
SK Bioscience Co., Ltd. | | Goldman Sachs | | 02/13/2026 | | | 5.33 | | | Termination | | | (2,328 | ) | | | (129,280 | ) | | | | 8,548 | |
TSE Co., Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (12,024 | ) | | | (383,440 | ) | | | | (627 | ) |
| | | | | | | | | | | | | | | | | (3,419,263 | ) | | | | 252,893 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (535,000 | ) | | | (614,856 | ) | | | | (205,419 | ) |
ASMedia Technology, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (17,000 | ) | | | (524,736 | ) | | | | (112,873 | ) |
ASMedia Technology, Inc. | | JPMorgan | | 08/10/2026 | | | -4.94 | | | Termination | | | (2,000 | ) | | | (61,734 | ) | | | | (1,840 | ) |
Compal Electronics, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (457,000 | ) | | | (457,768 | ) | | | | (129,817 | ) |
Dyaco International, Inc. | | HSBC | | 12/02/2025 | | | 5.30 | | | Termination | | | (83,393 | ) | | | (84,319 | ) | | | | 20,763 | |
Faraday Technology Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (52,000 | ) | | | (563,327 | ) | | | | (259,334 | ) |
Formosa Plastics Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (60,000 | ) | | | (149,781 | ) | | | | 23,106 | |
Kinsus Interconnect Technology Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (142,000 | ) | | | (472,642 | ) | | | | 150,663 | |
Mediatek, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (23,000 | ) | | | (509,161 | ) | | | | 49,069 | |
Micro-Star International Co., Ltd. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (80,000 | ) | | | (400,672 | ) | | | | (83,455 | ) |
Nan Ya Printed Circuit Board Corp. | | JPMorgan | | 08/10/2026 | | | -2.69 | | | Termination | | | (13,000 | ) | | | (98,582 | ) | | | | 3,162 | |
The accompanying notes are an integral part of the financial statements.
82 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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) | | | | | | | | | | | | | | | | | | | | | | | |
Nan Ya Printed Circuit Board Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (72,000 | ) | | $ | (545,994 | ) | | | $ | 169,506 | |
Nuvoton Technology Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (143,000 | ) | | | (554,551 | ) | | | | 31,559 | |
Pan Jit International, Inc. | | Goldman Sachs | | 08/10/2026 | | | 5.33 | | | Termination | | | (49,000 | ) | | | (98,780 | ) | | | | 10,202 | |
Pan Jit International, Inc. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (281,000 | ) | | | (566,474 | ) | | | | 15,858 | |
Parade Technologies Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (20,000 | ) | | | (563,955 | ) | | | | (16,136 | ) |
Powerchip Semiconductor Manufacturing Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (363,000 | ) | | | (317,446 | ) | | | | 101,611 | |
Powerchip Semiconductor Manufacturing Corp. | | JPMorgan | | 08/10/2026 | | | 4.31 | | | Termination | | | (68,000 | ) | | | (59,466 | ) | | | | 3,533 | |
SDI Corporation | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (122,000 | ) | | | (385,003 | ) | | | | 30,825 | |
Silergy Corp. | | JPMorgan | | 08/10/2026 | | | 1.31 | | | Termination | | | (9,000 | ) | | | (81,108 | ) | | | | 6,079 | |
Silergy Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (32,000 | ) | | | (288,383 | ) | | | | 309,620 | |
TSRC Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (382,000 | ) | | | (282,483 | ) | | | | 61,889 | |
Unimicron Technology Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (115,000 | ) | | | (669,854 | ) | | | | (42,883 | ) |
UPI Semiconductor Corp. | | Morgan Stanley | | 08/10/2026 | | | 5.33 | | | Termination | | | (7,000 | ) | | | (48,906 | ) | | | | 3,127 | |
UPI Semiconductor Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (55,000 | ) | | | (384,265 | ) | | | | 177,512 | |
Yageo Corp. | | Goldman Sachs | | 04/14/2026 | | | 5.33 | | | Termination | | | (1,000 | ) | | | (15,229 | ) | | | | 1,983 | |
Yageo Corp. | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (21,306 | ) | | | (324,476 | ) | | | | 13,989 | |
| | | | | | | | | | | | | | | | | (9,123,951 | ) | | | | 332,299 | |
Thailand | | | | | | | | | | | | | | | | | | | | | | | |
Com7 PCL - NVDR | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (178,200 | ) | | | (164,117 | ) | | | | 2,437 | |
Kerry Express Thailand - NVDR | | Goldman Sachs | | 08/07/2026 | | | 5.33 | | | Termination | | | (268,900 | ) | | | (64,120 | ) | | | | 7,168 | |
Kerry Express Thailand - NVDR | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,099,000 | ) | | | (262,059 | ) | | | | 81,795 | |
Muangthai Capital PCL - NVDR | | JPMorgan | | 08/07/2026 | | | -9.69 | | | Termination | | | (22,700 | ) | | | (26,416 | ) | | | | (3,518 | ) |
Muangthai Capital PCL - NVDR | | Goldman Sachs | | 08/24/2026 | | | 5.33 | | | Termination | | | (48,000 | ) | | | (55,858 | ) | | | | (917 | ) |
Muangthai Capital PCL - NVDR | | Morgan Stanley | | 12/08/2025 | | | 5.33 | | | Termination | | | (350,200 | ) | | | (407,529 | ) | | | | 3,704 | |
PTT Exploration & Production PCL - NVDR | | Morgan Stanley | | 04/06/2026 | | | 5.33 | | | Termination | | | (37,500 | ) | | | (169,737 | ) | | | | (3,359 | ) |
PTT Exploration & Production PCL - NVDR | | Goldman Sachs | | 05/11/2026 | | | 5.33 | | | Termination | | | (32,900 | ) | | | (148,916 | ) | | | | (5,532 | ) |
PTT PCL - NVDR | | Goldman Sachs | | 04/06/2026 | | | 5.33 | | | Termination | | | (181,700 | ) | | | (180,312 | ) | | | | (13,897 | ) |
Siam Cement PCL, (The) - NVDR | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (22,800 | ) | | | (203,795 | ) | | | | 9,456 | |
| | | | | | | | | | | | | | | | | (1,682,859 | ) | | | | 77,337 | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Antofagasta PLC | | Goldman Sachs | | 12/08/2025 | | | 5.19 | | | Termination | | | (3,483 | ) | | | (63,890 | ) | | | | (82 | ) |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Albemarle Corp. | | Goldman Sachs | | 04/14/2026 | | | 5.33 | | | Termination | | | (2,443 | ) | | | (485,449 | ) | | | | (3,299 | ) |
Alpha & Omega Semiconductor Ltd. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (14,807 | ) | | | (467,161 | ) | | | | 22,594 | |
Diodes, Inc. | | Goldman Sachs | | 05/22/2026 | | | 5.33 | | | Termination | | | (3,565 | ) | | | (291,795 | ) | | | | 41,100 | |
Freeport-McMoRan, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (5,209 | ) | | | (207,891 | ) | | | | (5,469 | ) |
Hess Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (2,626 | ) | | | (405,717 | ) | | | | (38,889 | ) |
Monolithic Power Systems, Inc. | | Goldman Sachs | | 02/16/2026 | | | 5.33 | | | Termination | | | (1,414 | ) | | | (736,991 | ) | | | | (33,373 | ) |
Mosaic Co., (The) | | Goldman Sachs | | 02/23/2026 | | | 5.33 | | | Termination | | | (12,998 | ) | | | (504,972 | ) | | | | 72,932 | |
Southern Copper Corp. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (1,767 | ) | | | (142,526 | ) | | | | (35,256 | ) |
Synaptics, Inc. | | Goldman Sachs | | 12/08/2025 | | | 5.33 | | | Termination | | | (6,475 | ) | | | (566,822 | ) | | | | 84,197 | |
| | | | | | | | | | | | | | | | | (3,809,324 | ) | | | | 104,537 | |
Total Short | | | | | | | | | | | | | | | | | (35,064,902 | ) | | | | 1,362,658 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | | $ | 2,326,482 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 83
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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, 2023 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Brazil | | $ | 916,695 | | | $ | 916,695 | | | $ | — | | | $ | — | |
China | | | 9,114,213 | | | | — | | | | 9,114,213 | | | | — | |
Cyprus | | | — | | | | — | | | | — | | | | — | * |
Greece | | | 747,360 | | | | 556,910 | | | | 190,450 | | | | — | |
Hong Kong | | | 375,516 | | | | — | | | | 375,516 | | | | — | |
Hungary | | | 122,121 | | | | 122,121 | | | | — | | | | — | |
India | | | 6,643,800 | | | | — | | | | 6,643,800 | | | | — | |
Indonesia | | | 1,742,115 | | | | — | | | | 1,742,115 | | | | — | |
Israel | | | 462,890 | | | | — | | | | 462,890 | | | | — | |
Mexico | | | 1,260,886 | | | | 1,260,886 | | | | — | | | | — | |
Singapore | | | 1,523,012 | | | | — | | | | 1,523,012 | | | | — | |
South Africa | | | 215,847 | | | | 215,847 | | | | — | | | | — | |
South Korea | | | 6,909,830 | | | | — | | | | 6,909,830 | | | | — | |
Taiwan | | | 3,434,429 | | | | 447,545 | | | | 2,986,884 | | | | — | |
Thailand | | | 1,201,471 | | | | 258,871 | | | | 942,600 | | | | — | |
United Arab Emirates | | | 411,773 | | | | 411,773 | | | | — | | | | — | |
United States | | | 1,237,262 | | | | — | | | | 1,237,262 | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
South Korea | | | 713,982 | | | | — | | | | 713,982 | | | | — | |
Short-Term Investments | | | 21,945,968 | | | | 15,885,549 | | | | 6,060,419 | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 6,575,294 | | | | 6,120,974 | | | | — | | | | 454,320 | |
Total Assets | | $ | 65,554,464 | | | $ | 26,197,171 | | | $ | 38,902,973 | | | $ | 454,320 | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Hong Kong | | $ | (220,083 | ) | | $ | — | | | $ | (220,083 | ) | | $ | — | |
United Kingdom | | | (76,974 | ) | | | — | | | | (76,974 | ) | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (4,248,812 | ) | | | (3,661,872 | ) | | | — | * | | | (586,940 | ) |
Total Liabilities | | $ | (4,545,869 | ) | | $ | (3,661,872 | ) | | $ | (297,057 | ) | | $ | (586,940 | ) |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
84 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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 Cap Value Diversified Fund | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 1,353,935,246 | | | $ | 599,000,450 | | | $ | 100,597,241 | | | $ | 28,335,528 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 75,334,610 | | | | 82,843,864 | | | | — | | | | 6,819,559 | |
Short-term investments, at value ** | | | 40,520,818 | | | | 111 | | | | 6,743,713 | | | | 1,058,513 | |
Foreign currencies, at value # | | | — | | | | — | | | | — | | | | 24,055 | |
Receivables | | | | | | | | | | | | | | | | |
Investments sold | | | — | | | | 35,795,459 | | | | — | | | | — | |
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 | | | 579,959 | | | | 266,969 | | | | 91,650 | | | | — | |
Dividends and interest | | | 2,518,653 | | | | 661,977 | | | | 115,411 | | | | 45,448 | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | — | | | | — | |
Prepaid expenses and other assets | | | 61,296 | | | | 44,688 | | | | 339 | | | | 11,868 | |
Total assets | | | 1,472,950,582 | | | | 718,613,518 | | | | 107,548,354 | | | | 36,294,971 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | — | | | | — | |
Options written, at value +◊ | | | 3,033,954 | | | | — | | | | — | | | | — | |
Due to custodian | | | — | | | | — | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral | | | 75,334,610 | | | | 82,843,864 | | | | — | | | | 6,819,559 | |
Investments purchased | | | — | | | | 3,157,847 | | | | — | | | | 147,844 | |
Capital shares redeemed | | | 404,182 | | | | 26,914,427 | | | | 76,774 | | | | — | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | 894,092 | | | | 513,985 | | | | 75,187 | | | | 15,659 | |
Custodian fees | | | 5,362 | | | | 3,901 | | | | 11,104 | | | | 1,854 | |
Distribution and service fees | | | 46,411 | | | | 79,798 | | | | — | | | | — | |
Dividends on securities sold short | | | — | | | | — | | | | — | | | | — | |
Administration and accounting fees | | | 82,553 | | | | 43,362 | | | | 4,126 | | | | 6,274 | |
Transfer agent fees | | | 72,429 | | | | 81,746 | | | | 11,371 | | | | 4,568 | |
Loans Payable | | | — | | | | 10,212,000 | | | | — | | | | — | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | — | | | | — | |
Other accrued expenses and liabilities | | | 48,223 | | | | 89,055 | | | | 40,426 | | | | 35,798 | |
Total liabilities | | | 79,921,816 | | | | 123,939,985 | | | | 218,988 | | | | 7,031,556 | |
Net Assets | | $ | 1,393,028,766 | | | $ | 594,673,533 | | | $ | 107,329,366 | | | $ | 29,263,415 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 43,918 | | | $ | 21,810 | | | $ | 9,083 | | | $ | 1,555 | |
Paid-in Capital | | | 753,944,815 | | | | 412,618,695 | | | | 86,625,332 | | | | 23,833,898 | |
Total Distributable earnings/(loss) | | | 639,040,033 | | | | 182,033,028 | | | | 20,694,951 | | | | 5,427,962 | |
Net Assets | | $ | 1,393,028,766 | | | $ | 594,673,533 | | | $ | 107,329,366 | | | $ | 29,263,415 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 1,164,397,457 | | | $ | 533,632,990 | | | $ | 107,329,366 | | | $ | 29,263,415 | |
Shares outstanding | | | 36,667,728 | | | | 19,457,707 | | | | 9,083,448 | | | | 1,555,331 | |
Net asset value, offering and redemption price per share | | $ | 31.76 | | | $ | 27.43 | | | $ | 11.82 | | | $ | 18.81 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 228,631,309 | | | $ | 61,040,543 | | | $ | — | | | $ | — | |
Shares outstanding | | | 7,250,198 | | | | 2,352,689 | | | | — | | | | — | |
Net asset value, offering and redemption price per share | | $ | 31.53 | | | $ | 25.95 | | | $ | — | | | $ | — | |
| † | Investments in securities, at cost | | $ | 837,688,308 | | | $ | 461,474,700 | | | $ | 93,737,052 | | | $ | 24,703,525 | |
| ^ | Includes market value of securities on loan | | $ | 73,488,319 | | | $ | 81,151,238 | | | $ | — | | | $ | 6,618,785 | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 75,334,610 | | | $ | 82,843,864 | | | $ | — | | | $ | 6,819,559 | |
| ** | Short-term investments, at cost | | $ | 40,520,818 | | | $ | 111 | | | $ | 6,743,713 | | | $ | 1,058,513 | |
| # | Foreign currencies, at cost | | $ | — | | | $ | — | | | $ | — | | | $ | 24,137 | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| + | Premiums received, options written | | $ | 3,765,208 | | | $ | — | | | $ | — | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 85
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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 †^ | | $ | 23,082,980 | | | $ | 206,683,725 | | | $ | 22,269,139 | | | $ | 63,961,117 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | — | | | | 12,674,868 | | | | — | | | | 10,049,570 | |
Short-term investments, at value ** | | | 695,679 | | | | 5,108,517 | | | | 1,170,732 | | | | 3,609,768 | |
Foreign currencies, at value # | | | 6,789 | | | | 2,821 | | | | 4,341 | | | | — | |
Receivables | | | | | | | | | | | | | | | | |
Investments sold | | | 119,537 | | | | — | | | | — | | | | 70,074 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | — | | | | 3,080,348 | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | 90,000 | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | — | | | | — | | | | 9,484,716 | |
Capital shares sold | | | — | | | | 62,081 | | | | — | | | | 15,065 | |
Dividends and interest | | | 64,906 | | | | 1,101,045 | | | | 44,012 | | | | 150,901 | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | 71,529 | | | | — | |
Prepaid expenses and other assets | | | 182 | | | | 13,648 | | | | 32,281 | | | | 17,023 | |
Total assets | | | 23,970,073 | | | | 225,646,705 | | | | 23,682,034 | | | | 90,438,582 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | — | | | | 11,512,788 | |
Options written, at value +◊ | | | — | | | | — | | | | — | | | | 204,357 | |
Due to custodian | | | — | | | | — | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral | | | — | | | | 12,674,868 | | | | — | | | | 10,049,570 | |
Investments purchased | | | — | | | | 447,787 | | | | — | | | | 411,852 | |
Capital shares redeemed | | | — | | | | 115,323 | | | | — | | | | 25,432 | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | 10,754 | | | | 170,643 | | | | 27,094 | | | | 92,721 | |
Custodian fees | | | — | | | | 650 | | | | 9,399 | | | | 1,513 | |
Distribution and service fees | | | — | | | | — | | | | — | | | | 5,182 | |
Dividends on securities sold short | | | — | | | | — | | | | — | | | | 5,854 | |
Administration and accounting fees | | | 13,101 | | | | 11,848 | | | | 9,907 | | | | 9,567 | |
Transfer agent fees | | | 783 | | | | 12,954 | | | | 852 | | | | 8,587 | |
Loans Payable | | | — | | | | — | | | | — | | | | — | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | 207,389 | | | | — | |
Other accrued expenses and liabilities | | | 48,405 | | | | 48,823 | | | | 56,722 | | | | 59,869 | |
Total liabilities | | | 73,043 | | | | 13,482,896 | | | | 311,363 | | | | 22,387,292 | |
Net Assets | | $ | 23,897,030 | | | $ | 212,163,809 | | | $ | 23,370,671 | | | $ | 68,051,290 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 2,390 | | | $ | 9,994 | | | $ | 2,520 | | | $ | 4,699 | |
Paid-in Capital | | | 24,281,255 | | | | 192,934,116 | | | | 25,959,641 | | | | 33,801,132 | |
Total Distributable earnings/(loss) | | | (386,615 | ) | | | 19,219,699 | | | | (2,591,490 | ) | | | 34,245,459 | |
Net Assets | | $ | 23,897,030 | | | $ | 212,163,809 | | | $ | 23,370,671 | | | $ | 68,051,290 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 23,897,030 | | | $ | 212,163,809 | | | $ | 23,370,671 | | | $ | 56,302,793 | |
Shares outstanding | | | 2,390,161 | | | | 9,994,363 | | | | 2,520,013 | | | | 3,755,666 | |
Net asset value, offering and redemption price per share | | $ | 10.00 | | | $ | 21.23 | | | $ | 9.27 | | | $ | 14.99 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | — | | | $ | — | | | $ | — | | | $ | 11,748,497 | |
Shares outstanding | | | — | | | | — | | | | — | | | | 943,650 | |
Net asset value, offering and redemption price per share | | $ | — | | | $ | — | | | $ | — | | | $ | 12.45 | |
| † | Investments in securities, at cost | | $ | 20,999,381 | | | $ | 175,339,956 | | | $ | 20,848,550 | | | $ | 47,025,835 | |
| ^ | Includes market value of securities on loan | | | — | | | $ | 12,370,330 | | | | — | | | $ | 9,801,974 | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | — | | | $ | 12,674,868 | | | $ | — | | | $ | 10,049,570 | |
| ** | Short-term investments, at cost | | $ | 695,679 | | | $ | 5,108,517 | | | $ | 1,170,732 | | | $ | 3,609,768 | |
| # | Foreign currencies, at cost | | $ | 6,838 | | | $ | 3,101 | | | $ | 4,429 | | | $ | 3,357,413 | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | — | | | $ | 19,154,022 | |
| + | Premiums received, options written | | $ | — | | | $ | — | | | $ | — | | | $ | 255,309 | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
86 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2023 |
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 †^ | | $ | 672,594,737 | | | $ | 111,663,852 | | | $ | 37,033,202 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | — | | | | — | | | | — | |
Short-term investments, at value ** | | | 9,560,973 | | | | 45,061,742 | | | | 21,945,968 | |
Foreign currencies, at value # | | | — | | | | — | | | | — | |
Receivables | | | | | | | | | | | | |
Investments sold | | | 6,219,576 | | | | 60,493 | | | | — | |
Foreign currency deposits with brokers for securities sold short # | | | 48,701,903 | | | | 81,905 | | | | 19,583 | |
Deposits with brokers for contracts for difference | | | 1,171,258 | | | | 3,484,798 | | | | 644,755 | |
Deposits with brokers for securities sold short | | | 137,416,272 | | | | — | | | | 928,347 | |
Capital shares sold | | | 2,052,350 | | | | 59,547 | | | | 11,548 | |
Dividends and interest | | | 1,986,337 | | | | 737,237 | | | | 149,881 | |
Unrealized appreciation on contracts for difference ◊ | | | 9,557,450 | | | | 2,776,152 | | | | 6,575,294 | |
Prepaid expenses and other assets | | | 1,872,981 | | | | 583,080 | | | | 471,079 | |
Total assets | | | 891,133,837 | | | | 164,508,806 | | | | 67,779,657 | |
LIABILITIES | | | | | | | | | | | | |
Securities sold short, at fair value ��� | | | 183,871,456 | | | | — | | | | 297,057 | |
Options written, at value +◊ | | | 528,716 | | | | 2,708,834 | | | | — | |
Due to custodian | | | — | | | | 128,121 | | | | — | |
Payables | | | | | | | | | | | | |
Securities lending collateral | | | — | | | | — | | | | — | |
Investments purchased | | | 1,879,749 | | | | 509,652 | | | | — | |
Capital shares redeemed | | | 775,061 | | | | 933,718 | | | | 948 | |
Due to prime broker | | | — | | | | 86,444 | | | | — | |
Investment advisory fees | | | 686,263 | | | | 158,302 | | | | 95,877 | |
Custodian fees | | | 9,438 | | | | 15,473 | | | | 20,023 | |
Distribution and service fees | | | 2,765 | | | | 7,052 | | | | — | |
Dividends on securities sold short | | | 214,226 | | | | — | | | | 9,520 | |
Administration and accounting fees | | | 59,885 | | | | 11,288 | | | | 8,870 | |
Transfer agent fees | | | 48,274 | | | | 13,549 | | | | 1,380 | |
Loans Payable | | | — | | | | — | | | | — | |
Unrealized depreciation on contracts for difference ◊ | | | 5,446,337 | | | | 4,794,101 | | | | 4,248,812 | |
Other accrued expenses and liabilities | | | 1,184,955 | | | | 842,744 | | | | 1,272,442 | |
Total liabilities | | | 194,707,125 | | | | 10,209,278 | | | | 5,954,929 | |
Net Assets | | $ | 696,426,712 | | | $ | 154,299,528 | | | $ | 61,824,728 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 49,237 | | | $ | 10,477 | | | $ | 7,173 | |
Paid-in Capital | | | 473,838,678 | | | | 142,770,825 | | | | 75,202,920 | |
Total Distributable earnings/(loss) | | | 222,538,797 | | | | 11,518,226 | | | | (13,385,365 | ) |
Net Assets | | $ | 696,426,712 | | | $ | 154,299,528 | | | $ | 61,824,728 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | |
Net assets | | $ | 688,944,014 | | | $ | 145,191,561 | | | $ | 61,824,728 | |
Shares outstanding | | | 48,687,300 | | | | 9,847,460 | | | | 7,172,534 | |
Net asset value, offering and redemption price per share | | $ | 14.15 | | | $ | 14.74 | | | $ | 8.62 | |
INVESTOR CLASS | | | | | | | | | | | | |
Net assets | | $ | 7,482,698 | | | $ | 9,107,967 | | | $ | — | |
Shares outstanding | | | 549,536 | | | | 629,060 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 13.62 | | | $ | 14.48 | | | $ | — | |
| † | Investments in securities, at cost | | $ | 524,402,614 | | | $ | 96,101,922 | | | $ | 33,395,278 | |
| ^ | Includes market value of securities on loan | | $ | — | | | $ | — | | | $ | — | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | — | | | $ | — | | | $ | — | |
| ** | Short-term investments, at cost | | $ | 9,560,973 | | | $ | 45,061,742 | | | $ | 21,945,968 | |
| # | Foreign currencies, at cost | | $ | 49,278,791 | | | $ | 110,516 | | | $ | 21,512 | |
| ‡ | Proceeds received, securities sold short | | $ | 194,035,897 | | | $ | — | | | $ | 292,182 | |
| + | Premiums received, options written | | $ | 787,461 | | | $ | 2,197,773 | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 87
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2023 |
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 Cap Value Diversified Fund | |
Investment Income | | | | | | | | | | | | | | | | |
Dividends † | | $ | 28,105,102 | | | $ | 12,377,420 | | | $ | 1,122,005 | | | $ | 584,952 | |
Interest | | | 1,393,616 | | | | 510,239 | | | | 300,819 | | | | 51,264 | |
Income from securities loaned (Note 8) | | | 235,261 | | | | 320,623 | | | | — | | | | 22,953 | |
Prime broker interest income | | | — | | | | — | | | | — | | | | — | |
Total investment income | | | 29,733,979 | | | | 13,208,282 | | | | 1,422,824 | | | | 659,169 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 9,693,764 | | | | 5,890,652 | | | | 731,706 | | | | 243,064 | |
Transfer agent fees (Note 2) | | | 828,267 | | | | 560,981 | | | | 61,263 | | | | 20,451 | |
Distribution fees (Investor Class) (Note 2) | | | 574,425 | | | | 180,791 | | | | — | | | | — | |
Administration and accounting fees (Note 2) | | | 318,333 | | | | 191,497 | | | | 26,858 | | | | 26,677 | |
Director’s fees | | | 190,368 | | | | 91,062 | | | | 2,792 | | | | 3,973 | |
Officer’s fees | | | 153,546 | | | | 78,682 | | | | 2,964 | | | | 3,273 | |
Legal fees | | | 148,779 | | | | 80,101 | | | | 2,888 | | | | 3,695 | |
Printing and shareholder reporting fees | | | 93,962 | | | | 99,602 | | | | 4,442 | | | | 8,516 | |
Registration fees | | | 61,163 | | | | 48,677 | | | | 34,021 | | | | 21,842 | |
Audit and tax service fees | | | 43,362 | | | | 41,289 | | | | 33,730 | | | | 39,535 | |
Custodian fees (Note 2) | | | 31,580 | | | | 39,906 | | | | 31,893 | | | | 21,630 | |
Other expenses | | | 103,499 | | | | 58,067 | | | | 9,039 | | | | 7,161 | |
Dividend expense on securities sold short | | | — | | | | — | | | | — | | | | — | |
Total expenses before waivers and/or reimbursements | | | 12,241,048 | | | | 7,361,307 | | | | 941,596 | | | | 399,817 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | (581,154 | ) | | | (313,733 | ) | | | (48,463 | ) | | | (64,117 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 11,659,894 | | | | 7,047,574 | | | | 893,133 | | | | 335,700 | |
Net investment income/(loss) | | | 18,074,085 | | | | 6,160,708 | | | | 529,691 | | | | 323,469 | |
| | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | 124,442,701 | | | | 73,771,623 | | | | 13,713,329 | | | | 1,888,115 | |
Short-term investments | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | — | |
Options written ** | | | — | | | | — | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | — | | | | — | |
Foreign currency transactions | | | 336 | | | | — | | | | 1,480 | | | | 395 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investment securities | | | 13,819,999 | | | | (33,832,805 | ) | | | 7,711,421 | | | | 885,289 | |
Short-term investments | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | — | |
Options written ** | | | 63,660 | | | | — | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | — | | | | — | |
Foreign currency translation | | | 1,531 | | | | — | | | | 1 | | | | (28 | ) |
Net realized and unrealized gain/(loss) | | | 138,328,227 | | | | 39,938,818 | | | | 21,426,231 | | | | 2,773,771 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 156,402,312 | | | $ | 46,099,526 | | | $ | 21,955,922 | | | $ | 3,097,240 | |
† | Net of foreign withholding taxes of | | $ | (271,699 | ) | | $ | (13,755 | ) | | $ | (19,478 | ) | | $ | (7,119 | ) |
** Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
88 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2023 |
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 † | | $ | 563,901 | | | $ | 5,794,277 | | | $ | 539,400 | | | $ | 1,298,808 | |
Interest | | | 42,718 | | | | 275,961 | | | | 114,203 | | | | 176,074 | |
Income from securities loaned (Note 8) | | | — | | | | 26,130 | | | | — | | | | 63,296 | |
Prime broker interest income | | | — | | | | — | | | | — | | | | 166,248 | |
Total investment income | | | 606,619 | | | | 6,096,368 | | | | 653,603 | | | | 1,704,426 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 179,655 | | | | 1,742,360 | | | | 162,974 | | | | 1,523,914 | |
Transfer agent fees (Note 2) | | | 1,297 | | | | 142,476 | | | | 1,249 | | | | 66,396 | |
Distribution fees (Investor Class) (Note 2) | | | — | | | | — | | | | — | | | | 29,393 | |
Administration and accounting fees (Note 2) | | | 25,765 | | | | 71,293 | | | | 27,234 | | | | 43,276 | |
Director’s fees | | | 637 | | | | 24,328 | | | | 2,820 | | | | 8,725 | |
Officer’s fees | | | 979 | | | | 19,293 | | | | 2,231 | | | | 6,950 | |
Legal fees | | | 872 | | | | 21,396 | | | | 2,420 | | | | 7,697 | |
Printing and shareholder reporting fees | | | 2,080 | | | | — | | | | 823 | | | | — | |
Registration fees | | | 29,449 | | | | 23,858 | | | | 19,030 | | | | 32,916 | |
Audit and tax service fees | | | 39,975 | | | | 51,430 | | | | 60,259 | | | | 53,133 | |
Custodian fees (Note 2) | | | 18,349 | | | | 38,918 | | | | 41,315 | | | | 16,253 | |
Other expenses | | | 5,857 | | | | 16,337 | | | | 2,625 | | | | 9,063 | |
Dividend expense on securities sold short | | | — | | | | — | | | | — | | | | 39,388 | |
Total expenses before waivers and/or reimbursements | | | 304,915 | | | | 2,151,689 | | | | 322,980 | | | | 1,837,104 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | (102,575 | ) | | | (312,531 | ) | | | (105,642 | ) | | | (440,825 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 202,340 | | | | 1,839,158 | | | | 217,338 | | | | 1,396,279 | |
Net investment income/(loss) | | | 404,279 | | | | 4,257,210 | | | | 436,265 | | | | 308,147 | |
| | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | (1,529,777 | ) | | | 8,085,814 | | | | (420,666 | ) | | | 7,201,293 | |
Short-term investments | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | 4,702,700 | |
Options written ** | | | — | | | | — | | | | — | | | | (206,860 | ) |
Contracts for difference ** | | | — | | | | — | | | | (272,959 | ) | | | 266,549 | |
Foreign currency transactions | | | 8,130 | | | | 29,197 | | | | (21,269 | ) | | | (18,146 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investment securities | | | 4,622,400 | | | | 14,227,239 | | | | 2,562,370 | | | | 1,091,251 | |
Short-term investments | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | — | | | | (3,466,234 | ) |
Options written ** | | | — | | | | — | | | | — | | | | (68,244 | ) |
Contracts for difference ** | | | — | | | | — | | | | 62,777 | | | | (419,379 | ) |
Foreign currency translation | | | 1,506 | | | | 38,243 | | | | 1,021 | | | | (58,268 | ) |
Net realized and unrealized gain/(loss) | | | 3,102,259 | | | | 22,380,493 | | | | 1,911,274 | | | | 9,024,662 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 3,506,538 | | | $ | 26,637,703 | | | $ | 2,347,539 | | | $ | 9,332,809 | |
† | Net of foreign withholding taxes of | | $ | (45,293 | ) | | $ | (418,657 | ) | | $ | (69,921 | ) | | $ | (15,002 | ) |
** Primary risk exposure is equity contracts
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 89
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2023 |
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 † | | $ | 15,862,117 | | | $ | 2,974,300 | | | $ | 999,936 | |
Interest | | | 1,115,001 | | | | 1,142,809 | | | | 746,185 | |
Income from securities loaned (Note 8) | | | — | | | | — | | | | — | |
Prime broker interest income | | | 5,655,180 | | | | 1,695,501 | | | | 895 | |
Total investment income | | | 22,632,298 | | | | 5,812,610 | | | | 1,747,016 | |
Expenses | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 9,421,601 | | | | 2,334,126 | | | | 741,375 | |
Transfer agent fees (Note 2) | | | 359,612 | | | | 172,529 | | | | 12,169 | |
Distribution fees (Investor Class) (Note 2) | | | 25,873 | | | | 21,485 | | | | — | |
Administration and accounting fees (Note 2) | | | 249,872 | | | | 59,703 | | | | 38,014 | |
Director’s fees | | | 101,259 | | | | 20,269 | | | | 7,091 | |
Officer’s fees | | | 79,675 | | | | 14,482 | | | | 6,027 | |
Legal fees | | | 87,052 | | | | 17,735 | | | | 7,912 | |
Printing and shareholder reporting fees | | | — | | | | 51 | | | | 12 | |
Registration fees | | | 42,602 | | | | 36,200 | | | | 20,230 | |
Audit and tax service fees | | | 66,198 | | | | 56,722 | | | | 68,369 | |
Custodian fees (Note 2) | | | 65,602 | | | | 70,788 | | | | 71,614 | |
Other expenses | | | 65,326 | | | | 14,241 | | | | 8,063 | |
Dividend expense on securities sold short | | | 3,648,626 | | | | 939,692 | | | | 12,015 | |
Total expenses before waivers and/or reimbursements | | | 14,213,298 | | | | 3,758,023 | | | | 992,891 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) | | | — | | | | — | | | | (150,185 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 14,213,298 | | | | 3,758,023 | | | | 842,706 | |
Net investment income/(loss) | | | 8,419,000 | | | | 2,054,587 | | | | 904,310 | |
| | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Investment securities | | | 44,821,501 | | | | 13,985,466 | | | | 252,530 | |
Short-term investments | | | (397 | ) | | | (1,076 | ) | | | (104 | ) |
Securities sold short | | | 18,455,128 | | | | 2,864,047 | | | | (60 | ) |
Options written ** | | | 1,232,193 | | | | (366,086 | ) | | | — | |
Contracts for difference ** | | | 9,941,444 | | | | (3,413,812 | ) | | | (2,686,650 | ) |
Foreign currency transactions | | | (1,816,932 | ) | | | 2,415 | | | | (77,481 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Investment securities | | | 24,109,896 | | | | 9,445,742 | | | | 3,594,711 | |
Short-term investments | | | — | | | | — | | | | — | |
Securities sold short | | | (43,686,332 | ) | | | (6,911,668 | ) | | | (25,337 | ) |
Options written ** | | | 258,745 | | | | (712,366 | ) | | | — | |
Contracts for difference ** | | | (9,170,408 | ) | | | (2,818,995 | ) | | | 1,013,226 | |
Foreign currency translation | | | 3,131,844 | | | | (131,153 | ) | | | (7,116 | ) |
Net realized and unrealized gain/(loss) | | | 47,276,682 | | | | 11,942,514 | | | | 2,063,719 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 55,695,682 | | | $ | 13,997,101 | | | $ | 2,968,029 | |
† | Net of foreign withholding taxes of | | $ | (445,987 | ) | | $ | (237,588 | ) | | $ | (136,679 | ) |
** Primary risk exposure is equity contracts. | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
90 | Annual Report 2023
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, 2023 | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
| | | | | | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 18,074,085 | | | $ | 16,754,843 | | | $ | 6,160,708 | | | $ | 4,924,806 | |
Net realized gain/(loss) from investments and foreign currencies | | | 124,443,037 | | | | 141,891,515 | | | | 73,771,623 | | | | 37,453,487 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 13,885,190 | | | | (201,890,405 | ) | | | (33,832,805 | ) | | | (120,654,994 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 156,402,312 | | | | (43,244,047 | ) | | | 46,099,526 | | | | (78,276,701 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (96,713,599 | ) | | | (89,636,021 | ) | | | (46,030,717 | ) | | | (52,624,831 | ) |
Investor Class | | | (18,398,789 | ) | | | (14,088,626 | ) | | | (5,861,952 | ) | | | (7,067,459 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (115,112,388 | ) | | | (103,724,647 | ) | | | (51,892,669 | ) | | | (59,692,290 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 227,017,126 | | | | 279,553,596 | | | | 87,714,164 | | | | 158,734,422 | |
Reinvestment of distributions | | | 75,831,183 | | | | 74,080,238 | | | | 43,911,312 | | | | 49,549,396 | |
Shares redeemed | | | (373,447,509 | ) | | | (682,906,325 | ) | | | (282,284,621 | ) | | | (175,418,506 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 16,752,630 | | | | 19,585,547 | | | | 5,373,916 | | | | 12,962,300 | |
Reinvestment of distributions | | | 17,605,766 | | | | 13,527,130 | | | | 5,743,917 | | | | 6,920,636 | |
Shares redeemed | | | (43,086,278 | ) | | | (58,809,925 | ) | | | (31,265,355 | ) | | | (24,229,889 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (79,327,082 | ) | | | (354,969,739 | ) | | | (170,806,667 | ) | | | 28,518,359 | |
Total increase/(decrease) in net assets | | | (38,037,158 | ) | | | (501,938,433 | ) | | | (176,599,810 | ) | | | (109,450,632 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 1,431,065,924 | | | | 1,933,004,357 | | | | 771,273,343 | | | | 880,723,975 | |
End of period | | $ | 1,393,028,766 | | | $ | 1,431,065,924 | | | $ | 594,673,533 | | | $ | 771,273,343 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 7,348,008 | | | | 8,516,986 | | | | 3,339,693 | | | | 5,241,830 | |
Shares reinvested | | | 2,498,556 | | | | 2,283,608 | | | | 1,711,942 | | | | 1,643,429 | |
Shares redeemed | | | (12,182,535 | ) | | | (20,766,356 | ) | | | (10,620,746 | ) | | | (5,867,812 | ) |
Net increase/(decrease) | | | (2,335,971 | ) | | | (9,965,762 | ) | | | (5,569,111 | ) | | | 1,017,447 | |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 546,307 | | | | 604,325 | | | | 214,612 | | | | 451,279 | |
Shares reinvested | | | 583,165 | | | | 419,056 | | | | 236,278 | | | | 241,305 | |
Shares redeemed | | | (1,414,790 | ) | | | (1,811,471 | ) | | | (1,272,538 | ) | | | (903,346 | ) |
Net increase/(decrease) | | | (285,318 | ) | | | (788,090 | ) | | | (821,648 | ) | | | (210,762 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 91
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | WPG Partners Select Small Cap Value Fund | | | WPG Partners Small Cap Value Diversified Fund | |
| | For the Year Ended August 31, 2023 | | | For the Period Ended August 31, 2022* | | | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 529,691 | | | $ | (13,383 | ) | | $ | 323,469 | | | $ | 136,513 | |
Net realized gain/(loss) from investments and foreign currencies | | | 13,714,809 | | | | (284,617 | ) | | | 1,888,510 | | | | 4,766,002 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 7,711,422 | | | | (851,233 | ) | | | 885,261 | | | | (3,865,450 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 21,955,922 | | | | (1,149,233 | ) | | | 3,097,240 | | | | 1,037,065 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (111,741 | ) | | | — | | | | (4,669,593 | ) | | | (417,759 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (111,741 | ) | | | — | | | | (4,669,593 | ) | | | (417,759 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 74,949,673 | | | | 19,127,270 | | | | 1,560,898 | | | | 6,503,416 | |
Reinvestment of distributions | | | 111,438 | | | | — | | | | 4,416,593 | | | | 392,172 | |
Shares redeemed | | | (7,420,975 | ) | | | (132,988 | ) | | | (7,405,913 | ) | | | (2,852,853 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 67,640,136 | | | | 18,994,282 | | | | (1,428,422 | ) | | | 4,042,735 | |
Total increase/(decrease) in net assets | | | 89,484,317 | | | | 17,845,049 | | | | (3,000,775 | ) | | | 4,662,041 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 17,845,049 | | | | — | | | | 32,264,190 | | | | 27,602,149 | |
End of period | | $ | 107,329,366 | | | $ | 17,845,049 | | | $ | 29,263,415 | | | $ | 32,264,190 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 7,856,153 | | | | 1,912,822 | | | | 83,597 | | | | 313,324 | |
Shares reinvested | | | 11,155 | | | | — | | | | 253,245 | | | | 19,717 | |
Shares redeemed | | | (682,918 | ) | | | (13,764 | ) | | | (400,952 | ) | | | (141,175 | ) |
Net increase/(decrease) | | | 7,184,390 | | | | 1,899,058 | | | | (64,110 | ) | | | 191,866 | |
* The Fund commenced operations on December 29, 2021.
The accompanying notes are an integral part of the financial statements.
92 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
| | Boston Partners Global Sustainability Fund | | | Boston Partners Global Equity Fund | |
| | For the Year Ended August 31, 2023 | | | For the Period Ended August 31, 2022* | | | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 404,279 | | | $ | 263,754 | | | $ | 4,257,210 | | | $ | 3,593,717 | |
Net realized gain/(loss) from investments and foreign currencies | | | (1,521,647 | ) | | | (1,302,681 | ) | | | 8,115,011 | | | | 10,613,523 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 4,623,906 | | | | (2,540,407 | ) | | | 14,265,482 | | | | (29,901,450 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 3,506,538 | | | | (3,579,334 | ) | | | 26,637,703 | | | | (15,694,210 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (313,835 | ) | | | — | | | | (2,771,850 | ) | | | (3,282,335 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (313,835 | ) | | | — | | | | (2,771,850 | ) | | | (3,282,335 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 600,673 | | | | 26,219,183 | | | | 27,113,250 | | | | 13,720,960 | |
Reinvestment of distributions | | | 313,835 | | | | — | | | | 2,760,443 | | | | 3,267,140 | |
Shares redeemed | | | (2,850,030 | ) | | | — | | | | (12,982,701 | ) | | | (10,037,979 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (1,935,522 | ) | | | 26,219,183 | | | | 16,890,992 | | | | 6,950,121 | |
Total increase/(decrease) in net assets | | | 1,257,181 | | | | 22,639,849 | | | | 40,756,845 | | | | (12,026,424 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 22,639,849 | | | | — | | | | 171,406,964 | | | | 183,433,388 | |
End of period | | $ | 23,897,030 | | | $ | 22,639,849 | | | $ | 212,163,809 | | | $ | 171,406,964 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 64,724 | | | | 2,626,775 | | | | 1,317,841 | | | | 672,846 | |
Shares reinvested | | | 33,673 | | | | — | | | | 136,453 | | | | 160,233 | |
Shares redeemed | | | (335,011 | ) | | | — | | | | (633,039 | ) | | | (502,686 | ) |
Net increase/(decrease) | | | (236,614 | ) | | | 2,626,775 | | | | 821,255 | | | | 330,393 | |
* | The Fund commenced operations on December 29, 2021. | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 93
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, 2023 | | | | For the Year Ended August 31, 2022 | | | | For the Year Ended August 31, 2023 | | | | For the Year Ended August 31, 2022 | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 436,265 | | | $ | 450,857 | | | $ | 308,147 | | | $ | (594,234 | ) |
Net realized gain/(loss) from investments and foreign currencies | | | (714,894 | ) | | | (3,083,963 | ) | | | 11,945,536 | | | | 9,017,511 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 2,626,168 | | | | (3,484,403 | ) | | | (2,920,874 | ) | | | (3,660,649 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2,347,539 | | | | (6,117,509 | ) | | | 9,332,809 | | | | 4,762,628 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (651,962 | ) | | | (1,230,604 | ) | | | (6,481,806 | ) | | | (2,222,369 | ) |
Investor Class | | | — | | | | — | | | | (1,588,742 | ) | | | (568,709 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (651,962 | ) | | | (1,230,604 | ) | | | (8,070,548 | ) | | | (2,791,078 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 319,143 | | | | 4,922,572 | | | | 10,379,630 | | | | 11,580,037 | |
Reinvestment of distributions | | | 651,962 | | | | 1,230,604 | | | | 6,315,049 | | | | 2,118,791 | |
Shares redeemed | | | (800,026 | ) | | | (1,030,015 | ) | | | (16,446,258 | ) | | | (10,206,570 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | — | | | | — | | | | 1,769,405 | | | | 1,987,755 | |
Reinvestment of distributions | | | — | | | | — | | | | 1,538,484 | | | | 549,395 | |
Shares redeemed | | | — | | | | — | | | | (3,220,281 | ) | | | (2,670,683 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 171,079 | | | | 5,123,161 | | | | 336,029 | | | | 3,358,725 | |
Total increase/(decrease) in net assets | | | 1,866,656 | | | | (2,224,952 | ) | | | 1,598,290 | | | | 5,330,275 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 21,504,015 | | | | 23,728,967 | | | | 66,453,000 | | | | 61,122,725 | |
End of period | | $ | 23,370,671 | | | $ | 21,504,015 | | | $ | 68,051,290 | | | $ | 66,453,000 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 38,499 | | | | 471,060 | | | | 716,103 | | | | 772,646 | |
Shares reinvested | | | 78,079 | | | | 120,176 | | | | 453,016 | | | | 149,316 | |
Shares redeemed | | | (95,241 | ) | | | (106,407 | ) | | | (1,129,589 | ) | | | (691,858 | ) |
Net increase/(decrease) | | | 21,337 | | | | 484,829 | | | | 39,530 | | | | 230,104 | |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | — | | | | — | | | | 143,479 | | | | 153,329 | |
Shares reinvested | | | — | | | | — | | | | 132,628 | | | | 45,405 | |
Shares redeemed | | | — | | | | — | | | | (267,020 | ) | | | (210,827 | ) |
Net increase/(decrease) | | | — | | | | — | | | | 9,087 | | | | (12,093 | ) |
The accompanying notes are an integral part of the financial statements.
94 | Annual Report 2023
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, 2023 | | | For the Year Ended August 31, 2022 | | | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 8,419,000 | | | $ | (806,220 | ) | | $ | 2,054,587 | | | $ | 432,017 | |
Net realized gain/(loss) from investments and foreign currencies | | | 72,632,937 | | | | 176,879,838 | | | | 13,070,954 | | | | 15,104,285 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (25,356,255 | ) | | | (124,327,460 | ) | | | (1,128,440 | ) | | | (3,987,028 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 55,695,682 | | | | 51,746,158 | | | | 13,997,101 | | | | 11,549,274 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (144,215,120 | ) | | | (86,584,443 | ) | | | (2,998,432 | ) | | | — | |
Investor Class | | | (2,234,372 | ) | | | (1,150,099 | ) | | | (245,884 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (146,449,492 | ) | | | (87,734,542 | ) | | | (3,244,316 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 307,344,480 | | | | 211,949,877 | | | | 96,861,537 | | | | 64,513,248 | |
Reinvestment of distributions | | | 71,158,668 | | | | 45,172,097 | | | | 2,776,329 | | | | — | |
Shares redeemed | | | (402,250,403 | ) | | | (228,297,315 | ) | | | (79,750,344 | ) | | | (63,270,608 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 1,843,386 | | | | 3,774,057 | | | | 11,778,290 | | | | 6,524,071 | |
Reinvestment of distributions | | | 2,215,329 | | | | 1,144,023 | | | | 223,590 | | | | — | |
Shares redeemed | | | (7,033,192 | ) | | | (2,637,299 | ) | | | (9,580,249 | ) | | | (5,729,454 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (26,721,732 | ) | | | 31,105,440 | | | | 22,309,153 | | | | 2,037,257 | |
Total increase/(decrease) in net assets | | | (117,475,542 | ) | | | (4,882,944 | ) | | | 33,061,938 | | | | 13,586,531 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 813,902,254 | | | | 818,785,198 | | | | 121,237,590 | | | | 107,651,059 | |
End of period | | $ | 696,426,712 | | | $ | 813,902,254 | | | $ | 154,299,528 | | | $ | 121,237,590 | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 21,262,036 | | | | 12,983,416 | | | | 6,785,859 | | | | 4,730,594 | |
Shares reinvested | | | 5,086,395 | | | | 2,891,940 | | | | 194,557 | | | | — | |
Shares redeemed | | | (27,847,305 | ) | | | (13,752,873 | ) | | | (5,564,380 | ) | | | (4,731,465 | ) |
Net increase/(decrease) | | | (1,498,874 | ) | | | 2,122,483 | | | | 1,416,036 | | | | (871 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 125,654 | | | | 239,284 | | | | 825,447 | | | | 481,835 | |
Shares reinvested | | | 164,220 | | | | 75,463 | | | | 15,925 | | | | — | |
Shares redeemed | | | (514,853 | ) | | | (163,631 | ) | | | (670,848 | ) | | | (436,138 | ) |
Net increase/(decrease) | | | (224,979 | ) | | | 151,116 | | | | 170,524 | | | | 45,697 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 95
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (concluded)
| | Boston Partners Emerging Markets Dynamic Equity Fund | |
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
Increase/(decrease) in net assets from operations: | | | | | | | | |
Net investment income/(loss) | | $ | 904,310 | | | $ | 384,446 | |
Net realized gain/(loss) from investments and foreign currencies | | | (2,511,765 | ) | | | (4,533,397 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 4,575,484 | | | | (2,597,974 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2,968,029 | | | | (6,746,925 | ) |
| | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | |
Institutional Class | | | (11,778,440 | ) | | | (36,249 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (11,778,440 | ) | | | (36,249 | ) |
| | | | | | | | |
Capital transactions: | | | | | | | | |
Institutional Class | | | | | | | | |
Proceeds from shares sold | | | 6,194,044 | | | | 10,840,739 | |
Reinvestment of distributions | | | 11,469,531 | | | | 35,160 | |
Shares redeemed | | | (7,644,051 | ) | | | (4,906,731 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 10,019,524 | | | | 5,969,168 | |
Total increase/(decrease) in net assets | | | 1,209,113 | | | | (814,006 | ) |
| | | | | | | | |
Net assets: | | | | | | | | |
Beginning of period | | | 60,615,615 | | | | 61,429,621 | |
End of period | | $ | 61,824,728 | | | $ | 60,615,615 | |
| | | | | | | | |
Share transactions: | | | | | | | | |
Institutional Class | | | | | | | | |
Shares sold | | | 727,968 | | | | 1,008,879 | |
Shares reinvested | | | 1,402,143 | | | | 3,301 | |
Shares redeemed | | | (882,460 | ) | | | (457,685 | ) |
Net increase/(decrease) | | | 1,247,651 | | | | 554,495 | |
The accompanying notes are an integral part of the financial statements.
96 | Annual Report 2023
(THIS PAGE INTENTIONALLY LEFT BLANK.)
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 30.78 | | | $ | 0.41 | | | $ | 3.16 | | | $ | 3.57 | | | $ | (0.31 | ) | | $ | (2.28 | ) | | $ | (2.59 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 30.58 | | | $ | 0.33 | | | $ | 3.13 | | | $ | 3.46 | | | $ | (0.23 | ) | | $ | (2.28 | ) | | $ | (2.51 | ) |
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 | ) |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 27.51 | | | $ | 0.24 | | | $ | 1.60 | | | $ | 1.84 | | | $ | (0.26 | ) | | $ | (1.66 | ) | | $ | (1.92 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 26.12 | | | $ | 0.17 | | | $ | 1.51 | | | $ | 1.68 | | | $ | (0.19 | ) | | $ | (1.66 | ) | | $ | (1.85 | ) |
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 | ) |
WPG Partners Select Small Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 9.40 | | | $ | 0.07 | | | $ | 2.37 | | | $ | 2.44 | | | $ | — | | | $ | (0.02 | ) | | $ | (0.02 | ) |
12/29/21** through 8/31/22 | | | 10.00 | | | | (0.01 | ) | | | (0.59 | ) | | | (0.60 | ) | | | — | | | | — | | | | — | |
WPG Partners Small Cap Value Diversified Fund | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 19.92 | | | $ | 0.20 | | | $ | 1.80 | | | $ | 2.00 | | | $ | (0.09 | ) | | $ | (3.02 | ) | | $ | (3.11 | ) |
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 | ) |
* | Calculated based on average shares outstanding for the period. |
** | Commencement of operations. |
The accompanying notes are an integral part of the financial statements.
98 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (continued) | Per Share Operating Performance |
Net Asset Value, End of Period | | Total Investment Return1 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any2 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 31.76 | | | | 12.00 | % | | $ | 1,164,397 | | | | 0.80 | % | | N/A | | | 0.84 | % | | | 1.35 | % | | | 33 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 31.53 | | | | 11.68 | % | | $ | 228,631 | | | | 1.05 | % | | N/A | | | 1.09 | % | | | 1.10 | % | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 27.43 | | | | 7.17 | % | | $ | 533,633 | | | | 0.99 | % | | N/A | | | 1.04 | % | | | 0.91 | % | | | 65 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 25.95 | | | | 6.90 | % | | $ | 61,041 | | | | 1.24 | % | | N/A | | | 1.29 | % | | | 0.66 | % | | | 65 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 11.82 | | | | 25.94 | % | | $ | 107,329 | | | | 1.10 | % | | N/A | | | 1.16 | % | | | 0.65 | % | | | 118 | % |
| 9.40 | | | | (6.00 | ) | | | 17,845 | | | | 1.10 | 3 | | N/A | | | 2.93 | 3 | | | (0.22 | )3 | | | 70 | 4 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 18.81 | | | | 11.35 | % | | $ | 29,263 | | | | 1.10 | % | | N/A | | | 1.32 | % | | | 1.06 | % | | | 90 | % |
| 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 | |
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 | 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. |
3 | Annualized |
4 | Not Annualized |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 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 Global Sustainability Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 8.62 | | | $ | 0.17 | | | $ | 1.35 | | | $ | 1.52 | | | $ | (0.14 | ) | | $ | — | | | $ | (0.14 | ) |
12/29/21** through 8/31/22 | | | 10.00 | | | | 0.11 | | | | (1.49 | ) | | | (1.38 | ) | | | — | | | | — | | | | — | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 18.69 | | | $ | 0.45 | | | $ | 2.39 | | | $ | 2.84 | | | $ | (0.30 | ) | | $ | — | | | $ | (0.30 | ) |
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 | ) |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 8.61 | | | $ | 0.18 | | | $ | 0.75 | | | $ | 0.93 | | | $ | (0.27 | ) | | $ | — | | | $ | (0.27 | ) |
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 | | | | — | | | | — | | | | — | |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 14.73 | | | $ | 0.07 | | | $ | 1.96 | | | $ | 2.03 | | | $ | — | | | $ | (1.77 | ) | | $ | (1.77 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 12.54 | | | $ | 0.03 | | | $ | 1.65 | | | $ | 1.68 | | | $ | — | | | $ | (1.77 | ) | | $ | (1.77 | ) |
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 | ) |
* | Calculated based on average shares outstanding. |
** | Commencement of operations. |
The accompanying notes are an integral part of the financial statements.
100 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (continued) | Per Share Operating Performance |
Net Asset Value, End of Period | | Total Investment Return1 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any2 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 10.00 | | | | 17.71 | % | | $ | 23,897 | | | | 0.90 | % | | N/A | | | 1.36 | % | | | 1.80 | % | | | 77 | % |
| 8.62 | | | | (13.80 | ) | | | 22,640 | | | | 0.90 | 3 | | N/A | | | 1.73 | 3 | | | 1.75 | 3 | | | 55 | 4 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 21.23 | | | | 15.28 | % | | $ | 212,164 | | | | 0.95 | % | | N/A | | | 1.11 | % | | | 2.20 | % | | | 51 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 9.27 | | | | 11.16 | % | | $ | 23,371 | | | | 1.00 | % | | N/A | | | 1.54 | % | | | 2.06 | % | | | 153 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 14.99 | | | | 14.69 | % | | $ | 56,303 | | | | 2.02 | % | | 1.96 | % | | 2.67 | % | | | 0.50 | % | | | 44 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 12.45 | | | | 14.44 | % | | $ | 11,748 | | | | 2.27 | % | | 2.21 | % | | 2.92 | % | | | 0.25 | % | | | 44 | % |
| 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 | |
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 | 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. |
3 | Annualized |
4 | Not Annualized |
The accompanying notes are an integral part of the financial statements.
Annual Report 2023 | 101
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 15.98 | | | $ | 0.16 | | | $ | 0.95 | | | $ | 1.11 | | | $ | (0.22 | ) | | $ | (2.72 | ) | | $ | (2.94 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 15.48 | | | $ | 0.12 | | | $ | 0.92 | | | $ | 1.04 | | | $ | (0.18 | ) | | $ | (2.72 | ) | | $ | (2.90 | ) |
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 | ) |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 13.65 | | | $ | 0.19 | | | $ | 1.22 | | | $ | 1.41 | | | $ | (0.32 | ) | | $ | — | | | $ | (0.32 | ) |
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 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 13.43 | | | $ | 0.15 | | | $ | 1.20 | | | $ | 1.35 | | | $ | (0.30 | ) | | $ | — | | | $ | (0.30 | ) |
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 | ) | | | — | | | | — | | | | — | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/23 | | $ | 10.23 | | | $ | 0.13 | | | $ | 0.27 | | | $ | 0.40 | | | $ | (2.01 | ) | | $ | — | | | $ | (2.01 | ) |
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 | ) |
* | Calculated based on average shares outstanding, unless otherwise noted. |
The accompanying notes are an integral part of the financial statements.
102 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (concluded) | Per Share Operating Performance |
Net Asset Value, End of Period | | Total Investment Return1 | | Net Assets, End of Period (000) | | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any2 | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 14.15 | | | | 7.16 | % | | $ | 688,944 | | | | 1.88 | % | | | 1.40 | % | | | 1.88 | % | | | 1.12 | % | | | 54 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 13.62 | | | | 6.92 | % | | $ | 7,483 | | | | 2.13 | % | | | 1.65 | % | | | 2.13 | % | | | 0.87 | % | | | 54 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 14.74 | | | | 10.38 | % | | $ | 145,192 | | | | 2.39 | % | | | 1.80 | % | | | 2.39 | % | | | 1.34 | % | | | 172 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 14.48 | | | | 10.16 | % | | $ | 9,108 | | | | 2.64 | % | | | 2.05 | % | | | 2.64 | % | | | 1.09 | % | | | 172 | % |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 8.62 | | | | 4.98 | % | | $ | 61,825 | | | | 1.42 | % | | | 1.40 | % | | | 1.67 | % | | | 1.52 | % | | | 132 | % |
| 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 | |
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 | 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 2023 | 103
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2023
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 complex 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 fifty-three 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 Cap Value Diversified Fund (formerly known as WPG Partners Small/Micro Cap Value Fund) (“WPG Small Cap Value Diversified 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”), (each, a “Fund” and collectively, the “Funds”). As of the end of the reporting period, the Funds (other than the WPG Select Small Cap Value Fund, WPG Small Cap Value Diversified 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 Cap Value Diversified 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 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.
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 Cap Value Diversified 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (the “current fiscal period” or the “reporting 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 by the Valuation Designee (as defined below) 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
104 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
received in a sale could be significant. The Funds may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Funds value their securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Funds may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Boston Partners Global Investors, Inc. (“Boston Partners” or the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 8/31/2023 | | VALUATION TECHNIQUES | | UNOBSERVABLE INPUT | | UNOBSERVABLE INPUT VALUES (USD) | | IMPACT TO VALUATION FROM AN INCREASE TO INPUT |
BP Emerging Markets Dynamic Equity Fund | | Contracts For Difference – Total Short – Russia | | 314,151 | | 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 | | 140,169 | | 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 |
Annual Report 2023 | 105
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal year, the Funds had no significant level 3 investments or transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Certain expenses are shared with The RBB Fund 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.
SEC RULE 18f-4 — Effective August 19, 2022, the Securities and Exchange Commission (the “SEC”) implemented Rule 18f-4 under the 1940 Act (“Rule 18f-4”), providing for the regulation of a registered investment company’s use of derivatives and certain related instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. Each of 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, as a full derivatives user (as defined in Rule 18f-4), is subject to the full requirements of Rule 18f-4. Each of the BP All-Cap Value Fund, BP Small Cap Value Fund II, WPG Select Small Cap Value Fund, WPG Small Cap Value Diversified Fund, BP Global Sustainability Fund, and BP Global Equity Fund, as a limited derivatives user (as defined in Rule 18f-4), is not subject to the full requirements of Rule 18f-4. The Funds are required to comply with Rule18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4.
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.
106 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
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, 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.
Most LIBOR settings are no longer published as of December 31, 2021. Overnight and 12-month U.S. dollar LIBOR settings permanently ceased after publication on June 30, 2021. 1-, 3- and 6-month U.S. dollar LIBOR settings will continue to be published using a synthetic methodology until September 2024. 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 the transition away from 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 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 transition away from LIBOR, all of the aforementioned risks may adversely affect the Funds’ performance or NAV.
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.
Annual Report 2023 | 107
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
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.
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 | | $ | — | | | $ | 5,309,289 | |
BP Long/Short Equity Fund | | | 19,008 | | | | 224,604 | |
BP Long/Short Research Fund | | | — | | | | 527,640 | |
BP Global Long/Short Fund | | | — | | | | 2,087,432 | |
SHORT SALES — When the 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 $261,389, $5,776,813, $1,704,976
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NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
and $3,275, respectively, on borrowed securities. Such amounts are included in prime broker interest income on the Statements of Operations.
As of the end of the reporting period, BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund had securities sold short valued at $11,512,788, $183,871,456, $0 and $297,057, respectively, for which securities of $24,618,412, $172,884,304, $36,294,268 and $22,150,500 and deposits of $12,565,064, $186,118,175, $81,905 and $947,930, 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 overnight rate plus an agreed upon spread.
The BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund utilized cash borrowings from Goldman Sachs to meet required margin cash deposits as follows during the current fiscal period:
BP LONG/SHORT EQUITY FUND | | BP LONG/SHORT RESEARCH FUND |
DAYS UTILIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE | | DAYS UTILIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE |
| 265 | | | | EUR 6,609 | | | | 2.23 | % | | | 233 | | | | AUD 374,758 | | | | 3.67 | % |
| 365 | | | | USD 1,947,743 | | | | 4.81 | % | | | 194 | | | | CAD 1,434,738 | | | | 4.79 | % |
| | | | | | | | | | | | | 88 | | | | CHF 90,592 | | | | 1.06 | % |
| | | | | | | | | | | | | 232 | | | | DKK 284,392 | | | | 2.07 | % |
| | | | | | | | | | | | | 206 | | | | EUR 532,968 | | | | 2.50 | % |
| | | | | | | | | | | | | 214 | | | | GBP 549,733 | | | | 3.87 | % |
| | | | | | | | | | | | | 123 | | | | HKD 1,490,348 | | | | 2.65 | % |
| | | | | | | | | | | | | 160 | | | | JPY 37,554,502 | | | | 0.38 | % |
| | | | | | | | | | | | | 220 | | | | MXN 265,414 | | | | 10.88 | % |
| | | | | | | | | | | | | 28 | | | | NOK 2 | | | | 0.00 | % |
| | | | | | | | | | | | | 122 | | | | SEK 731,760 | | | | 3.79 | % |
| | | | | | | | | | | | | 28 | | | | SGD 0 | | | | 0.00 | % |
| | | | | | | | | | | | | 323 | | | | THB 47,789,043 | | | | 1.81 | % |
| | | | | | | | | | | | | 139 | | | | USD 2,035,536 | | | | 4.58 | % |
| | | | | | | | | | | | | 107 | | | | ZAR 1,141,114 | | | | 7.78 | % |
| | | | | | | | | | |
BP GLOBAL LONG/SHORT FUND | | BP EMERGING MARKETS DYNAMIC EQUITY FUND |
DAYS UTILIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE | | DAYS UTILIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE |
| 115 | | | | AUD 119,836 | | | | 3.53 | % | | | 51 | | | | GBP 23,010 | | | | 2.21 | % |
| 25 | | | | CHF 2,100 | | | | 1.89 | % | | | 82 | | | | HKD 221,092 | | | | 2.39 | % |
| 112 | | | | EUR 14,442 | | | | 3.05 | % | | | 3 | | | | HUF 0 | | | | 0.00 | % |
| 67 | | | | GBP 103,784 | | | | 4.36 | % | | | 62 | | | | USD 346,446 | | | | 3.60 | % |
| 95 | | | | HKD 76,531 | | | | 2.65 | % | | | 3 | | | | ZAR 0 | | | | 0.00 | % |
| 270 | | | | JPY 16,965,785 | | | | 0.41 | % | | | | | | | | | | | | |
| 60 | | | | SEK 220,637 | | | | 2.63 | % | | | | | | | | | | | | |
| 157 | | | | USD 313,839 | | | | 4.98 | % | | | | | | | | | | | | |
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 $95,141, $121,633, $9,475 and $2,380 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 a 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
Annual Report 2023 | 109
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NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
which the notional amount of a 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 CFDs.
CFDs are marked-to-market daily based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statements of Operations. Periodic payments made or received are recorded as realized gains or losses. Entering into CFDs involves, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these contracts, that the counterparty to the contract may default on its obligation to perform and that there may be unfavorable changes in market conditions. CFDs outstanding at period end, if any, are listed on the Portfolio of Investments. As of the end of the reporting period, BP 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 $90,000, $1,171,258, $3,398,354 and $644,755, 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 | | $ | 1,052,102 | | | $ | — | |
BP Long/Short Equity Fund | | | — | | | | 871,197 | |
BP Long/Short Research Fund | | | 2,504,810 | | | | 112,912,456 | |
BP Global Long/Short Fund | | | 14,103,257 | | | | 26,038,841 | |
BP Emerging Markets Dynamic Equity Fund | | | 23,090,715 | | | | 36,759,312 | |
The following is a summary of CFDs 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 | | $ | 71,529 | | | $ | 71,529 | | | $ | — | | | $ | — | | | $ | 207,389 | | | $ | 71,529 | | | $ | 90,000 | | | $ | 45,860 | |
Total | | $ | 71,529 | | | $ | 71,529 | | | $ | — | | | $ | — | | | $ | 207,389 | | | $ | 71,529 | | | $ | 90,000 | | | $ | 45,860 | |
BP Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | $ | 32,501 | | | $ | — | | | $ | — | | | $ | 32,501 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Goldman Sachs | | | 2,102,233 | | | | 1,032,699 | | | | — | | | | 1,069,534 | | | | 1,032,699 | | | | 1,032,699 | | | | — | | | | — | |
HSBC | | | 97,100 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Morgan Stanley | | | 7,325,616 | | | | 4,413,638 | | | | — | | | | 2,911,978 | | | | 4,413,638 | | | | 4,413,638 | | | | — | | | | 300,000 | |
Total | | $ | 9,557,450 | | | $ | 5,446,337 | | | $ | — | | | $ | 4,111,113 | | | $ | 5,446,337 | | | $ | 5,446,337 | | | $ | — | | | $ | 300,000 | |
BP Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 1,711,818 | | | $ | 1,711,818 | | | $ | — | | | $ | — | | | $ | 3,459,567 | | | $ | 1,711,818 | | | $ | 1,747,749 | | | $ | — | |
HSBC | | | — | | | | — | | | | — | | | | — | | | | 362,730 | | | | — | | | | 362,730 | | | | — | |
Morgan Stanley | | | 1,064,334 | | | | 971,804 | | | | — | | | | 92,530 | | | | 971,804 | | | | 971,804 | | | | — | | | | — | |
Total | | $ | 2,776,152 | | | $ | 2,683,622 | | | $ | — | | | $ | 92,530 | | | $ | 4,794,101 | | | $ | 2,683,622 | | | $ | 2,110,479 | | | $ | — | |
BP Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | |
Bank of America | | $ | 20,672 | | | $ | 12,310 | | | $ | — | | | $ | 8,362 | | | $ | 12,310 | | | $ | 12,310 | | | $ | — | | | $ | — | |
Goldman Sachs | | | 4,122,977 | | | | 2,789,894 | | | | — | | | | 1,333,083 | | | | 2,789,894 | | | | 2,789,894 | | | | — | | | | — | |
HSBC | | | 320,476 | | | | 6,923 | | | | — | | | | 313,553 | | | | 6,923 | | | | 6,923 | | | | — | | | | — | |
JPMorgan | | | 133,659 | | | | 90,088 | | | | — | | | | 43,571 | | | | 90,088 | | | | 90,088 | | | | — | | | | — | |
Morgan Stanley | | | 1,977,510 | | | | 1,349,597 | | | | — | | | | 627,913 | | | | 1,349,597 | | | | 1,349,597 | | | | — | | | | — | |
Total | | $ | 6,575,294 | | | $ | 4,248,812 | | | $ | — | | | $ | 2,326,482 | | | $ | 4,248,812 | | | $ | 4,248,812 | | | $ | — | | | $ | — | |
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. |
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NOTES TO FINANCIAL STATEMENTS (continued)
AUGUST 31, 2023
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.
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 December 31, 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 Cap Value Diversified 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 | | $ | 9,693,764 | | | $ | (581,154 | ) | | $ | — | | | $ | 9,112,610 | |
BP Small Cap Value Fund II | | | 5,890,652 | | | | (313,733 | ) | | | — | | | | 5,576,919 | |
WPG Select Small Cap Value Fund | | | 731,706 | | | | (52,965 | ) | | | 4,502 | | | | 683,243 | |
WPG Small Cap Value Diversified Fund | | | 243,064 | | | | (64,117 | ) | | | — | | | | 178,947 | |
BP Global Sustainability Fund | | | 179,655 | | | | (102,575 | ) | | | — | | | | 77,080 | |
BP Global Equity Fund | | | 1,742,360 | | | | (312,531 | ) | | | — | | | | 1,429,829 | |
BP Emerging Markets Fund | | | 162,974 | | | | (117,642 | ) | | | — | | | | 45,332 | |
BP Long/Short Equity Fund | | | 1,523,914 | | | | (440,825 | ) | | | — | | | | 1,083,089 | |
BP Long/Short Research Fund | | | 9,421,601 | | | | — | | | | — | | | | 9,421,601 | |
BP Global Long/Short Fund | | | 2,334,126 | | | | — | | | | — | | | | 2,334,126 | |
BP Emerging Markets Dynamic Equity Fund | | | 741,375 | | | | (150,185 | ) | | | — | | | | 591,190 | |
| | | | | | | | | | | | | | | | |
As of the end of the reporting period, the Funds had amounts available for recoupment as follows: |
| | EXPIRATION | | | | |
FUND | | August 31, 2024 | | | August 31, 2025 | | | August 31, 2026 | | | TOTAL | |
BP All-Cap Value Fund | | | $479,510 | | | | $1,054,852 | | | | $581,154 | | | | $2,115,516 | |
BP Small Cap Value Fund II | | | 139,323 | | | | 274,029 | | | | 313,733 | | | | 727,085 | |
WPG Select Small Cap Value Fund | | | — | | | | 108,052 | | | | 52,965 | | | | 161,017 | |
WPG Small Cap Value Diversified Fund | | | 43,934 | | | | 49,003 | | | | 64,117 | | | | 157,054 | |
BP Global Sustainability Fund | | | — | | | | 125,165 | | | | 102,575 | | | | 227,740 | |
BP Global Equity Fund | | | 140,758 | | | | 327,392 | | | | 312,531 | | | | 780,681 | |
BP Emerging Markets Fund | | | 123,547 | | | | 170,692 | | | | 117,642 | | | | 411,881 | |
BP Long/Short Equity Fund | | | 366,046 | | | | 404,556 | | | | 440,825 | | | | 1,211,427 | |
BP Emerging Markets Dynamic Equity Fund | | | 168,395 | | | | 194,970 | | | | 150,185 | | | | 513,550 | |
* | Includes aquired 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. |
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NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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 approved a Distribution Agreement for the Funds and adopted separate Plans of Distribution for the Investor Class Shares of each 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. 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. 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 | | | $456,270,963 | | | | $640,389,226 | |
BP Small Cap Value Fund II | | | 443,043,507 | | | | 639,962,742 | |
WPG Select Small Cap Value Fund | | | 151,158,108 | | | | 88,326,606 | |
WPG Small Cap Value Diversified Fund | | | 26,350,171 | | | | 31,836,085 | |
BP Global Sustainability Fund | | | 16,394,855 | | | | 17,582,177 | |
BP Global Equity Fund | | | 115,215,674 | | | | 95,943,538 | |
BP Emerging Markets Fund | | | 30,395,371 | | | | 29,375,878 | |
BP Long/Short Equity Fund | | | 28,037,269 | | | | 31,082,894 | |
BP Long/Short Research Fund | | | 383,780,215 | | | | 531,012,159 | |
BP Global Long/Short Fund | | | 224,373,786 | | | | 335,389,052 | |
BP Emerging Markets Dynamic Equity Fund | | | 47,438,620 | | | | 54,399,805 | |
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 Cap Value Diversified 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
112 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
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.
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, 2023, 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 | | | $957,263,853 | | | | $528,392,107 | | | | $(15,134,032 | ) | | | $513,258,075 | |
BP Small Cap Value Fund II | | | 550,308,265 | | | | 166,174,717 | | | | (34,638,557 | ) | | | 131,536,160 | |
WPG Select Small Cap Value Fund | | | 101,019,021 | | | | 9,308,736 | | | | (2,986,803 | ) | | | 6,321,933 | |
WPG Small Cap Value Diversified Fund | | | 32,899,498 | | | | 4,820,599 | | | | (1,506,497 | ) | | | 3,314,102 | |
BP Global Sustainability Fund | | | 21,867,581 | | | | 2,801,482 | | | | (890,404 | ) | | | 1,911,078 | |
BP Global Equity Fund | | | 196,214,341 | | | | 39,136,296 | | | | (10,883,527 | ) | | | 28,252,769 | |
BP Emerging Markets Fund | | | 22,140,818 | | | | 2,727,662 | | | | (1,381,960 | ) | | | 1,345,702 | |
BP Long/Short Equity Fund | | | 61,725,904 | | | | 26,356,810 | | | | (2,788,050 | ) | | | 23,568,760 | |
BP Long/Short Research Fund | | | 539,453,439 | | | | 199,571,025 | | | | (43,357,958 | ) | | | 156,213,067 | |
BP Global Long/Short Fund | | | 142,353,446 | | | | 20,814,447 | | | | (9,159,839 | ) | | | 11,654,608 | |
BP Emerging Markets Dynamic Equity Fund | | | 55,503,413 | | | | 11,735,336 | | | | (5,827,481 | ) | | | 5,907,855 | |
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, 2023 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 | | | $(13,651,496 | ) | | | $13,651,496 | |
BP Small Cap Value Fund II | | | (11,704,308 | ) | | | 11,704,308 | |
WPG Select Small Cap Value Fund | | | — | | | | — | |
WPG Small Cap Value Diversified Fund | | | (109,773 | ) | | | 109,773 | |
BP Global Sustainability Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Long/Short Equity Fund | | | — | | | | — | |
BP Long/Short Research Fund | | | 40 | | | | (40 | ) |
BP Global Long/Short Fund | | | — | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
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BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
As of August 31, 2023, 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 | | | $15,911,785 | | | | $109,868,566 | | | $ | — | | | $ | — | | | $ | — | | | | $513,259,682 | |
BP Small Cap Value Fund II | | | 3,248,736 | | | | 47,248,132 | | | | — | | | | — | | | | — | | | | 131,536,160 | |
WPG Select Small Cap Value Fund | | | 13,481,013 | | | | 892,005 | | | | — | | | | — | | | | — | | | | 6,321,933 | |
WPG Small Cap Value Diversified Fund | | | 471,974 | | | | 1,641,968 | | | | — | | | | — | | | | — | | | | 3,314,020 | |
BP Global Sustainability Fund | | | 344,985 | | | | — | | | | (2,642,578 | ) | | | — | | | | — | | | | 1,910,978 | |
BP Global Equity Fund | | | 3,604,107 | | | | — | | | | (12,623,653 | ) | | | — | | | | — | | | | 28,239,245 | |
BP Emerging Markets Fund | | | 346,887 | | | | — | | | | (4,283,521 | ) | | | — | | | | — | | | | 1,345,144 | |
BP Long/Short Equity Fund | | | 5,479,165 | | | | 5,474,652 | | | | — | | | | — | | | | — | | | | 23,291,642 | |
BP Long/Short Research Fund | | | 25,433,223 | | | | 41,490,067 | | | | — | | | | — | | | | (23,139 | ) | | | 155,638,646 | |
BP Global Long/Short Fund | | | 2,313,704 | | | | — | | | | (141,607 | ) | | | — | | | | (2,156,788 | ) | | | 11,502,917 | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | | | | (15,769,248 | ) | | | (3,516,024 | ) | | | — | | | | 5,899,907 | |
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, 2023 was as follows:
| | 2023 | | | 2022 | |
FUND | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
BP All-Cap Value Fund | | | $24,105,403 | | | | $91,006,985 | | | | $115,112,388 | | | | $42,230,699 | | | | $61,493,948 | | | | $103,724,647 | |
BP Small Cap Value Fund II | | | 6,797,983 | | | | 45,094,686 | | | | 51,892,669 | | | | 17,060,225 | | | | 42,632,065 | | | | 59,692,290 | |
WPG Select Small Cap Value Fund | | | 111,741 | | | | — | | | | 111,741 | | | | — | | | | — | | | | — | |
WPG Small Cap Value Diversified Fund | | | 1,862,975 | | | | 2,806,618 | | | | 4,669,593 | | | | 417,759 | | | | — | | | | 417,759 | |
BP Global Sustainability Fund | | | 313,835 | | | | — | | | | 313,835 | | | | — | | | | — | | | | — | |
BP Global Equity Fund | | | 2,771,850 | | | | — | | | | 2,771,850 | | | | 3,282,335 | | | | — | | | | 3,282,335 | |
BP Emerging Markets Fund | | | 651,962 | | | | — | | | | 651,962 | | | | 926,742 | | | | 303,862 | | | | 1,230,604 | |
BP Long/Short Equity Fund | | | 3,983,135 | | | | 4,087,413 | | | | 8,070,548 | | | | — | | | | 2,791,078 | | | | 2,791,078 | |
BP Long/Short Research Fund | | | 59,860,157 | | | | 86,589,335 | | | | 146,449,492 | | | | — | | | | 87,734,542 | | | | 87,734,542 | |
BP Global Long/Short Fund | | | 3,244,316 | | | | — | | | | 3,244,316 | | | | — | | | | — | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | 11,778,440 | | | | — | | | | 11,778,440 | | | | 36,249 | | | | — | | | | 36,249 | |
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023.
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BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
For the fiscal year ended August 31, 2023, the Funds deferred to September 1, 2023, 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 | | | — | | | | — | |
WPG Select Small Cap Value Fund | | | — | | | | — | |
WPG Small Cap Value Diversified 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 | | | 3,516,024 | | | | — | |
Accumulated capital losses represent net capital loss carryforwards as of August 31, 2023 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 current fiscal period, the BP Global Equity Fund had utilized $7,152,860, and BP Global Long/Short Fund had utilized $9,016,955 of carry forward capital losses.
As of August 31, 2023, the BP Global Sustainability Fund had short-term post-enactment capital losses of $2,382,304 and long-term post-enactment capital losses of $260,274. The BP Global Equity Fund had short-term post-enactment capital losses of $12,623,653. The BP Emerging Markets Fund had short-term post-enactment capital losses of $4,191,007 and long-term post-enactment capital losses of $92,514. The BP Global Long/Short Fund had short-term post-enactment capital losses of $141,607. The BP Emerging Markets Dynamic Equity Fund had short-term post-enactment capital losses of $15,769,248. 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 | | | $73,488,319 | | | | $75,334,610 | | | | $235,261 | |
BP Small Cap Value Fund II | | | 81,151,238 | | | | 82,843,864 | | | | 320,623 | |
WPG Small Cap Value Diversified Fund | | | 6,618,785 | | | | 6,819,559 | | | | 22,953 | |
BP Global Equity Fund | | | 12,370,330 | | | | 12,674,868 | | | | 26,130 | |
BP Long/Short Equity Fund | | | 9,801,974 | | | | 10,049,570 | | | | 63,296 | |
ANNUAL REPORT 2023 | 115
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2023
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 | | | $73,488,319 | | | | — | | | | $73,488,319 | | | | $(73,488,319 | ) | | | — | | | | — | |
BP Small Cap Value Fund II | | | 81,151,238 | | | | — | | | | 81,151,238 | | | | (81,151,238 | ) | | | — | | | | — | |
WPG Small Cap Value Diversified Fund | | | 6,618,785 | | | | — | | | | 6,618,785 | | | | (6,618,785 | ) | | | — | | | | — | |
BP Global Equity Fund | | | 12,370,330 | | | | — | | | | 12,370,330 | | | | (12,370,330 | ) | | | — | | | | — | |
BP Long/Short Equity Fund | | | 9,801,974 | | | | — | | | | 9,801,974 | | | | (9,801,974 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statement 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 12, 2023. The LoC will mature, unless renewed, on September 10, 2024. 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 8.50% at August 31, 2023.
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 | | | 8 | | | $ | 38,321,125 | | | $ | 54,361,000 | | | $ | 63,377 | | | | 7.27 | % |
BP Small Cap Value Fund II | | | 14 | | | | 2,636,571 | | | | 10,212,000 | | | | 8,316 | | | | 8.06 | % |
WPG Small Cap Value Diversified Fund | | | 6 | | | | 1,088,333 | | | | 1,780,000 | | | | 1,215 | | | | 6.79 | % |
BP Global Sustainability Fund | | | 1 | | | | 1,496,000 | | | | 1,496,000 | | | | 229 | | | | 5.73 | % |
BP Emerging Markets Fund | | | 4 | | | | 49,750 | | | | 59,000 | | | | 39 | | | | 7.27 | % |
BP Long/Short Research Fund | | | 29 | | | | 10,613,103 | | | | 61,609,000 | | | | 61,982 | | | | 7.91 | % |
BP Global Long/Short Fund | | | 1 | | | | 526,000 | | | | 526,000 | | | | 121 | | | | 8.25 | % |
BP Emerging Markets Dynamic Equity Fund | | | 6 | | | | 196,833 | | | | 298,000 | | | | 253 | | | | 7.81 | % |
10. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
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BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (concluded)
August 31, 2023
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
11. 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:
ISRAEL-HAMAS CONFLICT RISK — The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
Annual Report 2023 | 117
BOSTON PARTNERS INVESTMENT FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of Boston Partners All-Cap Value Fund, Boston Partners Small Cap Value Fund II, WPG Partners Select Small Cap Value Fund, WPG Partners Small Cap Value Diversified Fund (formerly, 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, and Boston Partners Emerging Markets Dynamic Equity 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 All-Cap Value Fund, Boston Partners Small Cap Value Fund II, WPG Partners Select Small Cap Value Fund, WPG Partners Small Cap Value Diversified Fund (formerly, 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, and Boston Partners Emerging Markets Dynamic Equity 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, 2023, 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, 2023, 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 Cap Value Diversified Fund Boston Partners Global Equity Fund Boston Partners Global Long/Short Fund Boston Partners Emerging Markets Dynamic Equity Fund Boston Partners Emerging Markets Fund | | For the year ended August 31, 2023 | | For each of the two years in the period ended August 31, 2023 | | For each of the five years in the period ended August 31, 2023 |
WPG Partners Select Small Cap Value Fund Boston Partners Global Sustainability Fund | | For the year ended August 31, 2023 | | For the year ended August 31, 2023 and the period from December 29, 2021 (commencement of operations) through August 31, 2022 | | For the year ended August 31, 2023 and 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.
118 | Annual Report 2023
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, 2023, 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 30, 2023
Annual Report 2023 | 119
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the following dividends and distributions were paid by each of the Funds:
| FUND | ORDINARY INCOME | | LONG-TERM GAINS |
| BP All-Cap Value Fund | | $24,105,403 | | | $91,006,985 |
| BP Small Cap Value Fund II | | 6,797,983 | | | 45,094,686 |
| WPG Select Small Cap Value Fund | | 111,741 | | | — |
| WPG Small Cap Value Diversified Fund | | 1,862,975 | | | 2,806,618 |
| BP Global Sustainability Fund | | 313,835 | | | — |
| BP Global Equity Fund | | 2,771,850 | | | — |
| BP Emerging Markets Fund | | 651,962 | | | — |
| BP Long/Short Equity Fund | | 3,983,135 | | | 4,087,413 |
| BP Long/Short Research Fund | | 59,860,157 | | | 86,589,335 |
| BP Global Long/Short Fund | | 3,244,316 | | | — |
| BP Emerging Markets Dynamic Equity Fund | | 11,778,440 | | | — |
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 “Act”) the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2023 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
| FUND | | | | | |
| BP All-Cap Value Fund | | 96.90% | | | |
| BP Small Cap Value Fund II | | 100.00% | | | |
| WPG Select Small Cap Value Fund | | 32.27% | | | |
| WPG Small Cap Value Diversified Fund | | 19.64% | | | |
| BP Global Sustainability Fund | | 100.00% | | | |
| BP Global Equity Fund | | 100.00% | | | |
| BP Emerging Markets Fund | | 61.05% | | | |
| BP Long/Short Equity Fund | | 27.06% | | | |
| BP Long/Short Research Fund | | 24.22% | | | |
| BP Global Long/Short Fund | | 100.00% | | | |
| BP Emerging Markets Dynamic Equity Fund | | 12.55% | | | |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for each Fund is as follows:
| FUND | | | | | |
| BP All-Cap Value Fund | | 84.15% | | | |
| BP Small Cap Value Fund II | | 100.00% | | | |
| WPG Select Small Cap Value Fund | | 23.20% | | | |
| WPG Small Cap Value Diversified Fund | | 18.40% | | | |
| BP Global Sustainability Fund | | 48.53% | | | |
| BP Global Equity Fund | | 34.00% | | | |
| BP Emerging Markets Fund | | 0.25% | | | |
| BP Long/Short Equity Fund | | 18.72% | | | |
| BP Long/Short Research Fund | | 17.70% | | | |
| BP Global Long/Short Fund | | 25.92% | | | |
| 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:
| FUND | | | | | |
| 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 Cap Value Diversified Fund | | 0.00% | | | |
| 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% | | | |
120 | Annual Report 2023
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:
| FUND | | | | | |
| BP All-Cap Value Fund | | 44.53% | | | |
| BP Small Cap Value Fund II | | 0.00% | | | |
| WPG Select Small Cap Value Fund | | 100.00% | | | |
| WPG Small Cap Value Diversified Fund | | 92.71% | | | |
| BP Global Sustainability Fund | | 0.00% | | | |
| BP Global Equity Fund | | 0.00% | | | |
| BP Emerging Markets Fund | | 0.00% | | | |
| BP Long/Short Equity Fund | | 100.00% | | | |
| BP Long/Short Research Fund | | 81.85% | | | |
| BP Global Long/Short Fund | | 0.00% | | | |
| BP Emerging Markets Dynamic Equity Fund | | 0.00% | | | |
Pursuant to Section 853 of the Internal Revenue Code, as amended, 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 8/31/2023 |
BP Global Sustainability Fund | | 434,368 | | | 45,293 | | | 0.18173169 | | | 0.01894977 | | | 2,390,161 | |
BP Global Equity Fund | | 4,564,490 | | | 418,657 | | | 0.45658739 | | | 0.04187840 | | | 9,996,969 | |
BP Emerging Markets Fund | | 610,501 | | | 69,921 | | | 0.24226096 | | | 0.02774627 | | | 2,520,014 | |
BP Emerging Markets Dynamic Equity Fund | | 1,143,712 | | | 136,679 | | | 0.15945718 | | | 0.01905591 | | | 7,172,534 | |
Because each Fund’s 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 2024.
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 2023 | 121
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 filings are 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 Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Boston Partners and the Company (the “Investment Advisory Agreement”) on behalf of the Boston Partners Small Cap Value Fund II, Boston Partners All-Cap Value Fund, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, WPG Partners Small Cap Value Diversified Fund, Boston Partners Global Equity Fund, Boston Partners Global Sustainability Fund, Boston Partners Global Long/Short Fund, Boston Partners Emerging Markets Dynamic Equity Fund, WPG Partners Select Small Cap Value Fund, and the Boston Partners Emerging Markets Fund (for this section only, each a “Fund” and collectively the “Funds”), and the Advisory Agreement between Boston Partners and BP Emerging Markets Long/Short Offshore Ltd. with respect to the Boston Partners 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 16-17, 2023 (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. The Directors reviewed these materials with management of Boston Partners, and discussed the Investment Advisory Agreements with counsel in executive sessions, at which no representatives of Boston Partners were present. 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) a report prepared by Fuse Research Network, LLC comparing each Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to such Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Fund to the performance of its Peer 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-month periods and the one-, three-, five-, ten-years and since inception periods ended March 31, 2023, as applicable. The Directors considered the Funds’ investment performance in light of their respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Peer Groups was acceptable.
In reaching this conclusion, the Directors noted that the Boston Partners All-Cap Value Fund outperformed its benchmark, the Russell 3000 Value Index, for the one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-, and three-month periods ended March 31, 2023. The Board noted that the Fund’s total return outperformed the median of its Peer Group for the three-month, one-year, three-year, five-year, ten-year, and since-inception periods ended December 31, 2022.
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BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (continued)
The Directors noted that the Boston Partners Long/Short Equity Fund outperformed its primary benchmark, the S&P 500 Index, for the one-year, three-year, and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, five-year, and ten-year periods ended March 31, 2023. The Directors noted that the Boston Partners Long/Short Equity Fund outperformed the median of its Peer Group for the three-month, one-year, three-year, and five-year periods ended December 31, 2022, and equaled the median of its Peer Group for the ten-year and since-inception periods ended December 31, 2022.
The Directors noted that the WPG Partners Small Cap Value Diversified Fund outperformed its primary benchmark, the Russell 2000 Value Index, for the one-month, three-month, one-year, three-year, five-year and since inception periods ended March 31, 2023, and underperformed its benchmark for the ten-year period ended March 31, 2023. The Directors noted that the WPG Partners Small Cap Value Diversified Fund outperformed the median of its Peer Group for the three-month, one-year, three-year, and five-year periods ended December 31, 2022, equaled the median of its Peer Group for the since-inception period ended December 31, 2022, and underperformed its Peer Group for the ten-year period ended December 31, 2022.
Next, the Directors also reviewed the performance of the Boston Partners Long/Short Research Fund, noting that the Fund had outperformed its benchmark, the S&P 500 Index, for the one-year period ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, three-year, five-year, ten-year, and since-inception periods ended March 31, 2023. The Directors noted that the Boston Partners Long/Short Research Fund outperformed the median of its Peer Group for the three-month, one-year, and three-year periods ended December 31, 2022, equaled the median of its Peer Group for the five-year and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the ten-year period ended December 31, 2022.
The Directors next reviewed the performance of the Boston Partners Small Cap Value Fund II, which outperformed its benchmark, the Russell 2000 Value Index, for the one-month, three-month, one-year, three-year, five-year, ten-year and since-inception periods ended March 31, 2023. The Directors noted that the Boston Partners Small Cap Value Fund II outperformed the median of its Peer Group for the one-year, ten-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, three-year and five-year periods ended December 31, 2022.
The Directors also considered the performance of the Boston Partners Global Equity Fund, which outperformed its benchmark, the MSCI World Net Return Index, for the one-year, and three-year periods ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, five-year, ten-year, and since-inception periods ended March 31, 2023. The Directors noted that the Boston Partners Global Equity Fund outperformed the median of its Peer Group for the three-month, one-year, three-year, ten-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the five-year period ended December 31, 2022.
The Directors also considered the performance of the Boston Partners Global Sustainability Fund, which outperformed its benchmark, the MSCI World Net Return Index, for the one-year period ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, and since inception periods ended March 31, 2023. The Directors noted that the Boston Partners Global Sustainability Fund outperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.
The Directors noted that the Boston Partners Global Long/Short Fund had outperformed its benchmark, the MSCI World Net Return Index, for the one-year, and three-year periods ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, five-year and since-inception periods ended March 31, 2023. The Directors noted that the Boston Partners Global Long/Short Fund outperformed the median of its Peer Group for the three-month, one-year, three-year, five-year, and since-inception periods ended December 31, 2022.
The Directors then reviewed the performance of the Boston Partners Emerging Markets Dynamic Equity Fund, which outperformed its benchmark, the MSCI Emerging Markets Index, for the one-year, five-year and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, and the three-year periods ended March 31, 2023. The Directors also noted that the Boston Partners Emerging Markets Dynamic Equity Fund underperformed the median of its Peer Group for the three-month, one-year, three-year, five-year, and since-inception periods ended December 31, 2022.
The Directors noted that the WPG Partners Select Small Cap Value Fund outperformed its primary benchmark, the Russell 2000 Value Index, for the one-month, three-month, and one-year periods ended March 31, 2023, and underperformed its benchmark for the since inception period ended March 31, 2023. The Directors noted that the WPG Partners Select Small Cap Value Fund outperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.
Finally, the Directors noted that the Boston Partners Emerging Markets Fund had outperformed its benchmark, the MSCI Emerging Markets Net Return Index, for the one-month, three-month, one-year, three-year and five-year periods ended March 31, 2023, and underperformed its benchmark for the since-inception period ended March 31, 2023. The Directors noted that the Boston Partners Emerging Markets Fund equaled the median of its Peer Group for the since-inception period ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, one-year, three-year and five-year periods ended December 31, 2022.
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 December 31, 2023 for the Funds to limit total annual operating expenses to agreed upon levels for each Fund.
The Directors noted that the Boston Partners Small Cap Value Fund II’s net advisory fee was above the median and ranked in the 5th quintile of its Peer Group and the Fund’s total net expenses were above the median and ranked in the 4th quintile of its Peer Group.
Annual Report 2023 | 123
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (concluded)
The Directors noted that the Boston Partners Long/Short Equity Fund’s net advisory fee and Fund’s total net expenses were both above the median and each ranked in the 5th quintile of its Peer Group.
The Directors noted that the Boston Partners Long/Short Research Fund’s net advisory fee was below the median and ranked in the 4th quintile of its Peer Group, and the Fund’s total net expenses were both above the median and each ranked in the 3rd quintile of its Peer Group.
The Directors noted that the Boston Partners All-Cap Value Fund’s net advisory fee was below the median and ranked in the 2nd quintile of its Peer Group and the Fund’s total net expenses were both below the median and ranked in the 1st quintile of its Peer Group.
The Directors noted that the Boston Partners Global Equity Fund’s net advisory fee and Fund’s total net expenses were both above the median and each ranked in the 4th quintile of its Peer Group.
The Directors noted that the Boston Partners Global Sustainability Fund’s net advisory fee was below the median and in the 1st quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 2nd quintile of its Peer Group.
The Directors noted that the Boston Partners Global Long/Short Fund’s net advisory fee and Fund’s total net expenses were both above the median and each ranked in the 5th quintile of its Peer Group.
The Directors noted that the Boston Partners Emerging Markets Dynamic Equity Fund’s net advisory fee was below the median and in the 2nd quintile of its Peer Group, and the Fund’s total net expenses were above the median and in the 3rd quintile of its Peer Group.
The Directors noted that the Boston Partners Emerging Markets Fund’s net advisory fee was below the median and in the 1st quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 2nd quintile of its Peer Group.
The Directors noted that the WPG Partners Select Small Cap Value Fund’s net advisory fee was below the median and in the 1st quintile of its Peer Group, and the Fund’s total net expenses were above the median and in the 4th quintile of its Peer Group.
The Directors noted that the WPG Partners Small Cap Value Diversified Fund’s net advisory fee was below the median and in the 2nd quintile of its Peer Group, and the Fund’s total net expenses were above the median and in the 4th quintile of its Peer 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 to be 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, 2024.
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 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 January 1, 2022 to December 31, 2022 (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.
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.
124 | Annual Report 2023
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 During Past 5 Years |
INDEPENDENT DIRECTORS | | | | |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | | | Director | | 1988 to present | | Retired. | | 63 | | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | | | Director | | 2012 to present | | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | | 63 | | 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: 57 | | | 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. | | 63 | | 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: 80 | | | Director | | 2006 to present | | Since 1997, Consultant, financial services organizations. | | 63 | | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | | | Chair
Director | | 2005 to present
1991 to present | | Retired. | | 63 | | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | | | 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). | | 63 | | 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: 82 | | | Director | | 2006 to present | | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | | 63 | | None. |
Annual Report 2023 | 125
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 During Past 5 Years |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | | | Vice Chair
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). | | 63 | | None. |
OFFICERS | | | | | | | | | | | |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | | | President | | August 2022 to present | | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | | | 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: 63 | | | 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. | | N/A | | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | | | 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: 40 | | | 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. | | N/A | | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | | | Assistant Secretary | | 2016 to present | | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | | N/A | | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | | | 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: 44 | | | Assistant Secretary | | 2017 to present | | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | | N/A | | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust 10 portfolios). |
126 | Annual Report 2023
BOSTON PARTNERS INVESTMENT FUNDS
DIRECTORS AND EXECUTIVE OFFICERS (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, banking and investment services industry, including service on the boards of public companies, 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 2023 | 127
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 | We don’t share |
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 |
128 | Annual Report 2023
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 2023 | 129
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. |
130 | Annual Report 2023
(THIS PAGE INTENTIONALLY LEFT BLANK.)
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 |
| |
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| |
BOS-AR23 | |
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, 2023
Campbell Systematic Macro Fund
Annual Investment Advisor’s Report
August 31, 2023 (Unaudited)
September 2022 – August 2023
The performance of the Fund was up in September 2022, with gains in foreign exchange, fixed income, and equity indices and losses in commodities. From a strategy perspective, gains came from momentum, quantitative (“quant”) macro, and short-term strategies.
From a markets perspective, aggressive monetary policy around the globe, elevated inflation, and the European energy crisis pressured bond prices and equity index levels. UK yields surged (prices fell) after British policy makers announced sweeping tax reform and the market braced for an onslaught of bond supply and aggressive rate hikes. Global stocks sold off as investors shed risk assets and the US dollar experienced a sharp rally in September. The narrative in currency markets was dominated by the US Federal Reserve (“US Fed”) hiking rates and the US dollar serving as a high yielding safe haven asset. Commodities generally underperformed on the back of the weakening demand outlook, heightened global recession fears, and the rapidly strengthening US dollar. Wheat prices were an exception and rose during the month on war related supply worries.
The performance of the Fund was up in October 2022, with gains in fixed income and commodities and losses in equity indices and foreign exchange. From a strategy perspective, gains came from quant macro and momentum, while short-term strategies experienced losses.
From a markets perspective, global stock markets rebounded in October on hopes that the US Fed may soon ‘pivot’ from its series of aggressive rate hikes to fight high inflation. US and European credit spreads widened sharply alongside the broader rally in risky assets. Bond prices broadly fell (yields rose) after inflation releases around the globe continued to exceed forecasts. While US yields pushed above 4% across the curve early in the month, in the latter half of October yields fell from their multi-year highs on hopes of a slowdown in rate hikes. In the UK, Gilts (government bonds) experienced a volatile month due to political turmoil but ended October higher. Energy markets were boosted at the start of month after the Organization of the Petroleum Exporting Countries (OPEC+) opted to lower their output targets and continued to rally into month-end as US fuel stockpiles dropped and exports rose to a record, which signaled strong demand despite some recent bearish economic indicators.
The performance of the Fund was down in November 2022, with losses in foreign exchange, fixed income and commodities and gains in equity indices. From a strategy perspective, losses came from momentum and quant macro, while short-term strategies gained.
From a markets perspective, lower-than-expected US CPI (Consumer Price Index) at the start of November and a dovish tilt from ECB (European Central Bank) and US Fed members sent risk assets higher, took the wind out of recent USD strength, and led to lower global yields. Central bank members reiterated the possibility of slowing the pace of rate hikes soon, citing concerns around risks to growth and the lagged effects of policy. In commodities, the petroleum complex suffered as China’s commitment to zero-COVID continued to derail a global demand recovery and stressed an already volatile sector. Precious metals prices rose on signs the Federal Reserve is preparing to slow the pace of interest rate hikes.
The performance of the Fund was down in December 2022, with losses in equity indices, commodities, and foreign exchange and gains in fixed income. From a strategy perspective, losses came from short-term, momentum and quant macro strategies.
From a markets perspective, global equity markets fell on recession fears, rate hikes, the higher-for-longer stance from many central banks, and a gloomier outlook for corporate earnings in 2023. Global bond prices ended the month lower (yields higher) as persistently high inflation kept pressure on central banks to continue tightening policies. The US dollar experienced a sell-off in December as a hawkish approach from the ECB (European Central Bank) and a potential regime shift in Japan away from Governor Kuroda’s commitment to ultra-loose policy, caused broad-based strengthening in the major currencies. Energy markets traded lower on economic slowdown concerns.
1
Campbell Systematic Macro Fund
Annual Investment Advisor’s Report (Continued)
August 31, 2023 (Unaudited)
The performance of the Fund was up in January 2023, with gains in equity indices, commodities, and foreign exchange and losses in fixed income. From a strategy perspective, gains came from quant macro strategies, while short-term and momentum experienced losses.
From a markets perspective, most major stock indexes gained in January as a global “risk-on” sentiment (changes in investment activity in response to global economic patterns) was fueled by optimism on China’s reopening and hopes that the world’s central banks would ease off their aggressive rate-hike cycle. The US dollar experienced a sell-off during the month as these factors, along with falling gas prices in Europe and indications that the growth differential between the US and the rest of the world is declining, all collectively boosted the global appetite for risk and demand for emerging market currencies. In the US and Germany, yields fell when easing US inflation data strengthened the case for the US Fed to turn less aggressive and German yields followed.
The performance of the Fund was up in February 2023, with gains in fixed income, foreign exchange, and commodities and losses in equity indices. From a strategy perspective, gains came from quant macro, momentum, and short-term strategies.
From a markets perspective, after a strong start to the year February saw equity markets retrace in North America and Asia. In the US, stronger-than-expected economic releases, which included labor and inflation data, spurred a meaningful repricing of FOMC (Federal Open Market Committee) rate expectations. In the Asia-Pacific region, strained US-China geopolitical relations and weaker near-term demand outlooks for China further weighed on risk sentiment. European equities proved more resilient to higher rates moving higher in February. In rate markets, US Treasury prices fell (yields rose) as hotter-than-expected inflation data and an extraordinary jump in payrolls elicited increasingly hawkish commentary from US Fed members throughout the month. Euro-area core inflation accelerated to a record, prompting money markets to price in a higher ECB (European Central Bank) terminal rate. The US dollar rallied against most other currencies during the month.
The performance of the Fund was down in March 2023, with gains in foreign exchange more than offset by losses in fixed income, commodities and equity indices. From a strategy perspective, losses came from momentum, while quant macro and short-term strategies gained.
From a markets perspective, global bonds prices moved higher in March in the wake of a US-ignited banking crisis, while the negative impact on the financial sector from relentless US Fed policy tightening prompted traders to scale back US Fed rate hike bets. Most global equity markets gained amid a volatile month of trading, as the banking sector stabilized and investors weighed the possibility of the US Fed pausing its rate increases. The US dollar fell against most other majors during the month on the back of the shift to a more dovish outlook on the US Federal Reserve. Australian dollar and Norwegian krone were the exception, both trading lower as a result of weakness in oil markets.
The performance of the Fund was flat in April 2023, with gains in foreign exchange offset by losses in fixed income and flat performance in commodities and equity indices. From a strategy perspective, momentum strategies gained, while short-term and quant macro strategies experienced losses.
From a markets perspective, most global equity markets gained during the month of April, where early concerns over stability in the US banking sector, uncertainty around global central bank policy shifts, and ongoing geopolitical concerns were overcome by unexpectedly positive earnings in the US and signs of cooling inflation in the Eurozone. In fixed income markets, bond prices slipped (yields rose) on the back of sticky inflation that fueled expectations for continued rate hikes from major central banks. The US dollar was mixed against the majors with the DXY Index (US Dollar Index) finishing 0.8% weaker during the month.
The performance of the Fund was up in May 2023, with gains in commodities and foreign exchange and losses in fixed income and equity indices. From a strategy perspective, momentum and short-term strategies gained, while quant macro strategies experienced losses.
2
Campbell Systematic Macro Fund
Annual Investment Advisor’s Report (Concluded)
August 31, 2023 (Unaudited)
From a markets perspective, most global equity benchmarks ended the month of May lower, with a few notable exceptions in the US. Global recession fears, a ‘higher-for-longer’ stance from many central banks, US debt ceiling concerns, and China’s lackluster recovery weighed on sentiment, while a strong artificial intelligence (AI)-driven rally following Nvidia’s upbeat earnings and blow-out guidance at month-end pushed major US indices upwards. The US dollar rallied during the month, despite debt-ceiling concerns. In European rate markets, a higher-than-expected UK inflation print put pressure on the Bank of England to continue hiking and caused Gilts to weaken. In commodities, copper prices fell to 6-month lows as sentiment soured on the back of China’s disappointing economic recovery, the strong US dollar, and a rebound in stockpiles.
The performance of the Fund was down in June 2023, with losses in commodities and foreign exchange and gains in fixed income and equity indices. From a strategy perspective, quant macro and short-term strategies were down, while momentum strategies gained.
From a markets perspective, most major stock indices finished the month in positive territory despite aggressive global monetary policy tightening and geopolitical tensions. Risk-on sentiment (changes in investment activity in response to global economic patterns) prevailed on optimistic soft-landing expectations and AI sector growth tailwinds. The dominant story for the US dollar and US monetary policy was that the US Fed “skipped” a rate hike at its June meeting, while other central banks like the ECB (European Central Bank) remained focused on tightening. Several central banks delivered larger-than-expected hikes against a backdrop of better-than-expected economic data and persistent inflation. In commodity markets, natural gas futures rallied throughout the month as warmer temperatures continued to drive up cooling demand.
The performance of the Fund was down in July 2023, with losses in foreign exchange and fixed income, gains in commodities, and flat performance in equity indices. From a strategy perspective, losses came from all strategies, including momentum, quant macro and short-term.
From a markets perspective, equity markets advanced during July on soft landing expectations, disinflation traction, and positive earnings. The main story around US policy was that while the US Fed hiked 0.25% in July, the market was pricing in a terminal rate that was close to its peak. This caused general weakness in the US dollar relative to its peers. In rate markets, yields traded choppy as the markets weighed cooling inflation trends, “peak Fed” expectations, sticky employment, and strong economic data. The energy complex rallied amid signs of tightening global supply and an improving demand outlook.
The performance of the Fund was up in August 2023, with gains in foreign exchange and commodities and losses in fixed income and equity indices. From a strategy perspective, gains came from quant macro strategies while momentum and short-term experienced losses.
From a markets perspective, August kicked off with Fitch downgrading the US credit rating, which pushed US treasury yields lower (prices higher), but weak auctions and hawkish US Fed minutes sharply reversed that trend in the back half of August. US Treasuries ultimately ended the month lower, while a dismal Eurozone PMI (Purchasing Managers Index) print sparked a rally in German bonds and investors pared bets on another ECB (European Central Bank) hike. Global equity indices weakened during the month as the hard vs soft landing debate continued, fueled by persistent inflation concerns and some weak US data that supported the peak-US Fed narrative. In currencies, the US dollar rallied sharply against the majors during the month.
3
Campbell Systematic Macro Fund
Performance Data
August 31, 2023 (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 and reinvestment of dividends and distributions. 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, 2023 | |
| ONE YEAR | FIVE YEARS | TEN YEARS | SINCE INCEPTION(1) | |
Class A Shares (without sales charge) | 0.93% | 10.26%(1) | 4.95%(1) | 5.04% | |
Class A Shares (with sales charge) | -2.63% | 9.47%(1) | 4.58%(1) | 4.69% | |
BarclayHedge BTOP50 Index (2)(3) | -0.64% | 6.80% | 3.85% | 3.25% | |
S&P 500® Total Return Index (2)(4) | 15.94% | 11.12% | 12.81% | 12.85% | |
(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
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2023 (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. |
Effective January 15, 2021, the outstanding Class P Shares of the Campbell Systematic Macro Fund (the “Fund”) were converted into Class A Shares of the Fund. Class A Shares of the Fund have a 3.50% maximum sales charge. Prior to February 16, 2021, the Class A Shares of the Fund had a 5.75% maximum sales charge.
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio for Class A Shares, as stated in the current prospectus dated December 31, 2022, as supplemented, is 2.16% and the Fund’s net operating expense ratio after waivers for Class A Shares is 2.00%. Campbell & Company Investment Adviser LLC (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) for Class A Shares to 2.00% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2023 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. (the “Company”). 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, 2023 (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 March 8, 2013 (commencement of operations of the Fund and not the inception date of the class) and reflects Fund expenses and reinvestment of dividends and distributions (performance shown prior to February 11, 2014 is Class I Shares performance adjusted for Class C shares expense ratio). 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, 2023 | |
| ONE YEAR | FIVE YEARS | TEN YEARS | SINCE INCEPTION(1) | |
Class C Shares (without contingent deferred sales charge) (Pro forma March 8, 2013 to February 11, 2014) | 0.22% | 9.43%(1) | 4.22%(1)* | 4.36%* | |
Class C Shares (with contingent deferred sales charge) (Pro forma March 8, 2013 to February 11, 2014) | -0.65% | 9.43%(1) | 4.22%(1)* | 4.36%* | |
BarclayHedge BTOP50 Index (2)(3) | -0.64% | 6.80% | 3.85% | 3.25% | |
S&P 500® Total Return Index (2)(4) | 15.94% | 11.12% | 12.81% | 12.85% | |
* | Class C Shares performance prior to its inception on February 11, 2014 is the performance of Class I shares, adjusted for the Class C Shares expense ratio. |
(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 Fund only and is not the inception date of the benchmark itself. The above is shown for illustrative purposes only. |
6
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2023 (Unaudited)
(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. |
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio for Class C Shares, as stated in the current prospectus dated December 31, 2022, as supplemented, is 2.91% and the Fund’s net operating expense ratio after waivers for Class C Shares is 2.75%. 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) for Class C Shares to 2.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2023 and may not be terminated without the approval of the Board of Directors of the Company. 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, 2023 (Unaudited)
Comparison of Change in Value of $10,000 Investment in
Campbell Systematic Macro Fund - Class I vs. BarclayHedge BTOP50 Index and S&P 500® Total Return Index
This chart assumes a hypothetical $10,000 initial investment in the Class I Shares is made on March 8, 2013 (commencement of operations) and reflects Fund expenses and reinvestment of dividends and distributions. 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, 2023 | |
| ONE YEAR | FIVE YEARS | TEN YEARS | SINCE INCEPTION(1) | |
Class I Shares | 1.25% | 10.54%(1) | 5.22%(1) | 5.31% | |
BarclayHedge BTOP50 Index (2)(3) | -0.64% | 6.80% | 3.85% | 3.25% | |
S&P 500® Total Return Index (2)(4) | 15.94% | 11.12% | 12.81% | 12.85% | |
(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, 2023 (Unaudited)
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio for Class I Shares, as stated in the current prospectus dated December 31, 2022, as supplemented, is 1.91% and the Fund’s net operating expense ratio after waivers is for Class I Shares 1.75%. 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) for Class I Shares to 1.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2023 and may not be terminated without the approval of the Board of Directors of the Company. 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, 2023 (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.
10
Campbell Systematic Macro Fund
Fund Expense Example
August 31, 2023 (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, 2023 through August 31, 2023, 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, 2023 | Ending Account Value August 31, 2023 | Expenses Paid During Period * | Annualized Expense Ratio | Actual Six-Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 964.00 | $ 9.90 | 2.00% | -3.60% |
Class C Shares | 1,000.00 | 960.40 | 13.59 | 2.75% | -3.96% |
Class I Shares | 1,000.00 | 965.50 | 8.67 | 1.75% | -3.45% |
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, 2023 to August 31, 2023, 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, 2023 (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 | | | 76.1 | % | | $ | 656,743,187 | |
MONEY MARKET DEPOSIT ACCOUNT: | | | | | | | | |
U.S. Bank Money Market Deposit Account | | | 9.3 | | | | 80,437,935 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 14.6 | | | | 126,251,095 | |
NET ASSETS | | | 100.0 | % | | $ | 863,432,217 | |
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, 2023
| | Coupon* | | Maturity Date | | PAR (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 76.1% | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 76.1% | | | | | | | | | | | | | |
United States Treasury Bill | | | 0.167 | % | 09/07/23 | | $ | 100,000 | | | $ | 99,912,217 | |
United States Treasury Bill | | | 1.078 | % | 10/12/23 | | | 110,000 | | | | 109,336,967 | |
United States Treasury Bill | | | 1.659 | % | 11/02/23 | | | 125,000 | | | | 123,864,948 | |
United States Treasury Bill | | | 2.450 | % | 11/24/23 | | | 75,000 | | | | 74,070,721 | |
United States Treasury Bill | | | 3.814 | % | 01/04/24 | | | 105,000 | | | | 103,075,000 | |
United States Treasury Bill | | | 5.059 | % | 02/08/24 | | | 150,000 | | | | 146,483,334 | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | | | | | | |
(Cost $657,017,129) | | | 656,743,187 | |
| | | | | | | | | | | | | |
| | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 9.3% | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | 80,437 | | | | 80,437,935 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | |
(Cost $80,437,935) | | | 80,437,935 | |
| | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $737,455,064) | | | 737,181,122 | |
| | | | |
TOTAL INVESTMENTS — 85.4% | | | | |
(Cost $737,455,064) | | | 737,181,122 | |
| | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 14.6% | | | 126,251,095 | |
NET ASSETS — 100.0% | | $ | 863,432,217 | |
* | 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, 2023. |
The accompanying notes are an integral part of the consolidated financial statements.
13
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2023
Futures contracts outstanding as of August 31, 2023 were as follows:
Long Contracts | Expiration Date | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Australian 3-Year Bond | Sep-23 | | | 1,429 | | | $ | 98,505,557 | | | $ | 273,637 | |
Australian 10-Year Bond | Sep-23 | | | 2,145 | | | | 161,462,293 | | | | 395,810 | |
Brent Crude | Dec-23 | | | 203 | | | | 17,504,690 | | | | 428,681 | |
CAC40 10 Euro | Sep-23 | | | 156 | | | | 12,396,808 | | | | (79,709 | ) |
Cattle Feeder Futures | Oct-23 | | | 53 | | | | 6,784,662 | | | | 60,877 | |
Coffee | Dec-23 | | | 441 | | | | 25,550,438 | | | | (600,113 | ) |
Corn | Dec-23 | | | 1,204 | | | | 28,790,650 | | | | (853,886 | ) |
Cotton No.2 | Dec-23 | | | 235 | | | | 10,318,850 | | | | 37,385 | |
Euro Stoxx 50 | Sep-23 | | | 319 | | | | 14,919,021 | | | | (85,241 | ) |
Euro-Bobl | Dec-23 | | | 1,759 | | | | 224,059,303 | | | | 503,116 | |
FTSE China A50 Index | Sep-23 | | | 673 | | | | 8,491,914 | | | | (132,877 | ) |
FTSE/MIB Index | Sep-23 | | | 74 | | | | 11,587,751 | | | | 46,597 | |
Gasoline RBOB | Oct-23 | | | 343 | | | | 36,964,355 | | | | (865,110 | ) |
IBEX 35 Index | Sep-23 | | | 57 | | | | 5,893,830 | | | | 86,594 | |
IFSC Nifty 50 Futures | Sep-23 | | | 302 | | | | 11,747,196 | | | | (11,031 | ) |
JPN 10-Year Bond (Osaka Securities Exchange) | Sep-23 | | | 11 | | | | 11,100,175 | | | | 2,360 | |
Live Cattle | Oct-23 | | | 511 | | | | 36,960,630 | | | | 141,077 | |
London Metals Exchange Aluminum | Sep-23 | | | 2,399 | | | | 130,370,656 | | | | (3,520,154 | ) |
London Metals Exchange Aluminum | Dec-23 | | | 415 | | | | 23,003,969 | | | | 201,457 | |
London Metals Exchange Copper | Sep-23 | | | 2,590 | | | | 545,195,000 | | | | (2,185,144 | ) |
London Metals Exchange Copper | Dec-23 | | | 596 | | | | 125,577,200 | | | | 790,820 | |
London Metals Exchange Zinc | Sep-23 | | | 946 | | | | 57,268,475 | | | | (461,215 | ) |
London Metals Exchange Zinc | Dec-23 | | | 184 | | | | 11,194,100 | | | | 186,695 | |
Low Sulphur Gasoil G Futures | Oct-23 | | | 35 | | | | 3,091,375 | | | | (8,335 | ) |
Nasdaq 100 E-Mini | Sep-23 | | | 34 | | | | 10,566,180 | | | | 226,508 | |
Nikkie 225 (Osaka Securities Exchange) | Sep-23 | | | 81 | | | | 18,154,644 | | | | 45,144 | |
NY Harbor Ultra-Low Sulfur Diesel | Oct-23 | | | 142 | | | | 18,566,528 | | | | (65,607 | ) |
Palladium | Dec-23 | | | 2 | | | | 243,740 | | | | (2,765 | ) |
S&P 500 E-Mini | Sep-23 | | | 68 | | | | 15,354,400 | | | | (8,416 | ) |
Soybean | Nov-23 | | | 426 | | | | 29,154,375 | | | | (8,399 | ) |
Soybean Meal | Dec-23 | | | 55 | | | | 2,222,000 | | | | (49,516 | ) |
Soybean Oil | Dec-23 | | | 129 | | | | 4,835,952 | | | | (30,408 | ) |
SPI 200 Index | Sep-23 | | | 94 | | | | 11,077,508 | | | | 14,151 | |
Sugar No. 11 (World) | Oct-23 | | | 446 | | | | 12,517,971 | | | | 262,391 | |
Topix Index | Sep-23 | | | 122 | | | | 19,541,634 | | | | 434,239 | |
WTI Crude | Oct-23 | | | 160 | | | | 13,380,800 | | | | 567,973 | |
| | | | | | | | | | | $ | (4,262,414 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
14
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2023
Short Contracts | Expiration Date | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | Sep-24 | | | 2,207 | | | $ | (578,188,482 | ) | | $ | (466,167 | ) |
90-DAY Bank Bill | Sep-24 | | | 1,384 | | | | (887,658,943 | ) | | | (289,116 | ) |
Bank Acceptance | Dec-24 | | | 99 | | | | (17,426,843 | ) | | | (18,510 | ) |
Canadian 10-Year Bond | Dec-23 | | | 907 | | | | (80,087,456 | ) | | | (400,552 | ) |
Cocoa | Dec-23 | | | 764 | | | | (27,794,320 | ) | | | (810,827 | ) |
Copper | Dec-23 | | | 320 | | | | (30,576,000 | ) | | | (238,565 | ) |
DAX Index | Sep-23 | | | 7 | | | | (3,035,995 | ) | | | (7,307 | ) |
DJIA Mini E-CBOT | Sep-23 | | | 21 | | | | (3,653,055 | ) | | | 35,438 | |
Euro-BTP | Dec-23 | | | 50 | | | | (6,259,962 | ) | | | (47,843 | ) |
Euro-Bund | Dec-23 | | | 400 | | | | (57,527,027 | ) | | | (130,829 | ) |
Euro-BUXL 30-Year Bond Futures | Dec-23 | | | 47 | | | | (6,817,016 | ) | | | (59,171 | ) |
Euro-Oat | Dec-23 | | | 104 | | | | (14,375,121 | ) | | | (125,261 | ) |
Euro-Schatz | Dec-23 | | | 5,076 | | | | (580,579,781 | ) | | | (1,465,695 | ) |
FTSE 100 Index | Sep-23 | | | 224 | | | | (21,175,844 | ) | | | (359,675 | ) |
FTSE Taiwan Index | Sep-23 | | | 10 | | | | (573,000 | ) | | | (3,750 | ) |
FTSE/JSE TOP 40 | Sep-23 | | | 17 | | | | (621,317 | ) | | | (2,371 | ) |
Gold 100 Oz | Dec-23 | | | 177 | | | | (34,796,430 | ) | | | (294,377 | ) |
Hang Seng China Enterprises Index | Sep-23 | | | 49 | | | | (1,970,972 | ) | | | (38,009 | ) |
Hang Seng Index | Sep-23 | | | 46 | | | | (5,368,187 | ) | | | (46,577 | ) |
ICE Three Month SONIA Index Futures | Sep-24 | | | 422 | | | | (126,423,853 | ) | | | (323,438 | ) |
iShares MSCI EAFE ETF | Sep-23 | | | 43 | | | | (4,534,995 | ) | | | 66,918 | |
Kansas City Hard Red Winter Wheat | Dec-23 | | | 154 | | | | (5,599,825 | ) | | | 318,885 | |
London Metals Exchange Aluminum | Sep-23 | | | 2,399 | | | | (130,370,656 | ) | | | 4,256,108 | |
London Metals Exchange Aluminum | Dec-23 | | | 1,054 | | | | (58,424,537 | ) | | | 62,059 | |
London Metals Exchange Copper | Sep-23 | | | 2,590 | | | | (545,195,000 | ) | | | 905,359 | |
London Metals Exchange Copper | Dec-23 | | | 622 | | | | (131,055,400 | ) | | | (916,142 | ) |
London Metals Exchange Zinc | Sep-23 | | | 946 | | | | (57,268,475 | ) | | | 166,775 | |
London Metals Exchange Zinc | Dec-23 | | | 289 | | | | (17,582,037 | ) | | | (45,363 | ) |
Long Gilt | Dec-23 | | | 234 | | | | (28,329,951 | ) | | | (268,084 | ) |
MSCI Emerging Markets Index | Sep-23 | | | 98 | | | | (4,798,570 | ) | | | 135,890 | |
MSCI Singapore Exchange ETS | Sep-23 | | | 67 | | | | (1,408,713 | ) | | | (23,464 | ) |
Natural Gas | Oct-23 | | | 589 | | | | (16,303,520 | ) | | | (815,995 | ) |
OMX Stockholm 30 Index | Sep-23 | | | 140 | | | | (2,799,105 | ) | | | 5,622 | |
Platinum | Oct-23 | | | 394 | | | | (19,195,680 | ) | | | (706,763 | ) |
Russell 2000 E-Mini | Sep-23 | | | 87 | | | | (8,271,960 | ) | | | 104,169 | |
S&P Mid 400 E-Mini | Sep-23 | | | 28 | | | | (7,416,360 | ) | | | 33,857 | |
S&P/TSX 60 Index | Sep-23 | | | 112 | | | | (20,160,332 | ) | | | (389,679 | ) |
Silver | Dec-23 | | | 104 | | | | (12,902,240 | ) | | | 62,978 | |
Three-Month SOFR | Dec-24 | | | 1,170 | | | | (280,302,750 | ) | | | (497,100 | ) |
U.S. Treasury 2-Year Notes | Dec-23 | | | 493 | | | | (100,475,711 | ) | | | (191,095 | ) |
U.S. Treasury 5-Year Notes | Dec-23 | | | 1,258 | | | | (134,507,719 | ) | | | (662,178 | ) |
U.S. Treasury 10-Year Notes | Dec-23 | | | 186 | | | | (20,651,812 | ) | | | (150,132 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | Dec-23 | | | 932 | | | | (113,412,750 | ) | | | (937,067 | ) |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | Dec-23 | | | 75 | | | | (9,710,156 | ) | | | (149,312 | ) |
Wheat | Dec-23 | | | 845 | | | | (25,434,500 | ) | | | 2,092,673 | |
| | | | | | | | | | | $ | (2,633,683 | ) |
Total Futures Contracts | | | | | | | | | | | $ | (6,896,097 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
15
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2023
Forward foreign currency contracts outstanding as of August 31, 2023 were as follows:
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 913,000,000 | | | | | | USD | | | 612,284,366 | | | | | | Sep 20 2023 | UBS | | $ | (20,269,783 | ) |
BRL | | | 434,950,000 | | | | | | USD | | | 89,419,102 | | | | | | Sep 20 2023 | UBS | | | (1,859,661 | ) |
CAD | | | 1,280,250,000 | | | | | | USD | | | 964,656,445 | | | | | | Sep 20 2023 | UBS | | | (16,878,012 | ) |
CHF | | | 97,200,000 | | | | | | USD | | | 110,551,215 | | | | | | Sep 20 2023 | UBS | | | (278,255 | ) |
CLP | | | 42,430,000,000 | | | | | | USD | | | 51,598,831 | | | | | | Sep 20 2023 | UBS | | | (1,942,003 | ) |
CNH | | | 67,900,000 | | | | | | USD | | | 9,353,216 | | | | | | Sep 20 2023 | UBS | | | (13,267 | ) |
COP | | | 355,380,000,000 | | | | | | USD | | | 85,692,857 | | | | | | Sep 20 2023 | UBS | | | 584,820 | |
CZK | | | 1,001,600,000 | | | | | | USD | | | 45,358,127 | | | | | | Sep 20 2023 | UBS | | | (268,392 | ) |
EUR | | | 1,228,300,000 | | | | | | USD | | | 1,348,652,239 | | | | | | Sep 20 2023 | UBS | | | (15,470,860 | ) |
GBP | | | 858,650,000 | | | | | | USD | | | 1,091,445,161 | | | | | | Sep 20 2023 | UBS | | | (3,602,872 | ) |
HUF | | | 51,015,000,000 | | | | | | USD | | | 145,596,786 | | | | | | Sep 20 2023 | UBS | | | (1,124,805 | ) |
IDR | | | 944,825,000,000 | | | | | | USD | | | 62,187,590 | | | | | | Sep 20 2023 | UBS | | | (158,903 | ) |
INR | | | 11,656,000,000 | | | | | | USD | | | 141,019,237 | | | | | | Sep 20 2023 | UBS | | | (321,740 | ) |
JPY | | | 87,381,000,000 | | | | | | USD | | | 623,784,654 | | | | | | Sep 20 2023 | UBS | | | (21,289,120 | ) |
KRW | | | 59,055,000,000 | | | | | | USD | | | 45,868,524 | | | | | | Sep 20 2023 | UBS | | | (1,141,378 | ) |
MXN | | | 2,802,900,000 | | | | | | USD | | | 162,487,200 | | | | | | Sep 20 2023 | UBS | | | 1,325,952 | |
NOK | | | 2,392,350,000 | | | | | | USD | | | 229,486,393 | | | | | | Sep 20 2023 | UBS | | | (4,319,616 | ) |
NZD | | | 704,700,000 | | | | | | USD | | | 434,855,418 | | | | | | Sep 20 2023 | UBS | | | (14,624,079 | ) |
PHP | | | 3,054,750,000 | | | | | | USD | | | 54,348,430 | | | | | | Sep 20 2023 | UBS | | | (418,388 | ) |
PLN | | | 530,175,000 | | | | | | USD | | | 128,909,395 | | | | | | Sep 20 2023 | UBS | | | (543,687 | ) |
SEK | | | 726,300,000 | | | | | | USD | | | 67,925,012 | | | | | | Sep 20 2023 | UBS | | | (1,521,891 | ) |
SGD | | | 120,870,000 | | | | | | USD | | | 90,415,213 | | | | | | Sep 20 2023 | UBS | | | (897,809 | ) |
TWD | | | 405,900,000 | | | | | | USD | | | 12,797,154 | | | | | | Sep 20 2023 | UBS | | | (20,119 | ) |
USD | | | 818,779,531 | | | | | | AUD | | | 1,228,050,000 | | | | | | Sep 20 2023 | UBS | | | 22,477,768 | |
USD | | | 67,616,792 | | | | | | BRL | | | 333,150,000 | | | | | | Sep 20 2023 | UBS | | | 550,629 | |
USD | | | 1,132,315,556 | | | | | | CAD | | | 1,505,750,000 | | | | | | Sep 20 2023 | UBS | | | 17,597,825 | |
USD | | | 149,916,056 | | | | | | CHF | | | 132,350,000 | | | | | | Sep 20 2023 | UBS | | | (234,420 | ) |
USD | | | 50,060,297 | | | | | | CLP | | | 42,070,000,000 | | | | | | Sep 20 2023 | UBS | | | 824,786 | |
USD | | | 51,163,965 | | | | | | CNH | | | 361,600,000 | | | | | | Sep 20 2023 | UBS | | | 1,424,265 | |
USD | | | 67,532,789 | | | | | | COP | | | 285,060,000,000 | | | | | | Sep 20 2023 | UBS | | | (1,672,890 | ) |
USD | | | 56,979,204 | | | | | | CZK | | | 1,254,000,000 | | | | | | Sep 20 2023 | UBS | | | 526,999 | |
USD | | | 1,432,005,771 | | | | | | EUR | | | 1,309,050,000 | | | | | | Sep 20 2023 | UBS | | | 11,179,357 | |
USD | | | 1,005,061,391 | | | | | | GBP | | | 786,350,000 | | | | | | Sep 20 2023 | UBS | | | 8,817,538 | |
USD | | | 118,937,591 | | | | | | HUF | | | 42,042,000,000 | | | | | | Sep 20 2023 | UBS | | | (123,293 | ) |
USD | | | 73,455,434 | | | | | | IDR | | | 1,098,125,000,000 | | | | | | Sep 20 2023 | UBS | | | 1,362,452 | |
USD | | | 116,876,182 | | | | | | INR | | | 9,667,000,000 | | | | | | Sep 20 2023 | UBS | | | 187,549 | |
USD | | | 623,618,048 | | | | | | JPY | | | 87,939,000,000 | | | | | | Sep 20 2023 | UBS | | | 17,275,082 | |
USD | | | 86,267,766 | | | | | | KRW | | | 111,645,000,000 | | | | | | Sep 20 2023 | UBS | | | 1,709,945 | |
USD | | | 99,431,344 | | | | | | MXN | | | 1,708,500,000 | | | | | | Sep 20 2023 | UBS | | | (420,513 | ) |
USD | | | 255,813,894 | | | | | | NOK | | | 2,778,300,000 | | | | | | Sep 20 2023 | UBS | | | (5,678,304 | ) |
USD | | | 536,746,086 | | | | | | NZD | | | 877,050,000 | | | | | | Sep 20 2023 | UBS | | | 13,737,863 | |
USD | | | 70,318,080 | | | | | | PHP | | | 3,922,500,000 | | | | | | Sep 20 2023 | UBS | | | 1,068,357 | |
USD | | | 124,394,889 | | | | | | PLN | | | 509,325,000 | | | | | | Sep 20 2023 | UBS | | | 1,077,372 | |
USD | | | 106,720,936 | | | | | | SEK | | | 1,129,950,000 | | | | | | Sep 20 2023 | UBS | | | 3,413,478 | |
USD | | | 171,259,596 | | | | | | SGD | | | 230,010,000 | | | | | | Sep 20 2023 | UBS | | | 912,130 | |
USD | | | 84,511,972 | | | | | | TWD | | | 2,611,350,000 | | | | | | Sep 20 2023 | UBS | | | 2,311,161 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2023
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 69,365,842 | | | | | | ZAR | | | 1,305,200,000 | | | | | | Sep 20 2023 | UBS | | $ | 374,103 | |
ZAR | | | 1,012,800,000 | | | | | | USD | | | 54,715,336 | | | | | | Sep 20 2023 | UBS | | | (1,179,606 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | $ | (7,534,235 | ) |
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, 2023
ASSETS | | | | |
Investments, at value (cost $737,455,064) | | $ | 737,181,122 | |
Deposits with brokers: | | | | |
Futures contracts | | | 93,464,538 | |
Forward foreign currency contracts | | | 54,754,702 | |
Unrealized appreciation on forward foreign currency contracts | | | 108,739,431 | |
Unrealized appreciation on futures contracts | | | 12,952,243 | |
Receivable for capital shares sold | | | 2,911,634 | |
Interest receivable | | | 589,243 | |
Prepaid expenses and other assets | | | 14,077 | |
Total assets | | | 1,010,606,990 | |
LIABILITIES | | | | |
Unrealized depreciation on forward foreign currency contracts | | $ | 116,273,666 | |
Unrealized depreciation on futures contracts | | | 19,848,340 | |
Due to broker | | | 7,927,497 | |
Payable for: | | | | |
Advisory fees | | | 1,152,652 | |
Capital shares redeemed | | | 1,579,291 | |
Other accrued expenses and liabilities | | | 393,327 | |
Total liabilities | | | 147,174,773 | |
Net assets | | $ | 863,432,217 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 91,088 | |
Paid-in capital | | | 917,819,312 | |
Total distributable earnings/(loss) | | | (54,478,183 | ) |
Net assets | | $ | 863,432,217 | |
CAPITAL SHARES: | | | | |
Class A Shares: | | | | |
Net assets applicable to Class A Shares | | $ | 61,812,796 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 6,599,436 | |
Net asset value and redemption price per share | | $ | 9.37 | |
Maximum offering price per share (100/96.5 of $9.37) | | $ | 9.71 | |
| | | | |
Class C Shares: | | | | |
Net assets applicable to Class C Shares | | $ | 18,610,033 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 2,134,937 | |
Net asset value, offering and redemption price per share | | $ | 8.72 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to Class I Shares | | $ | 783,009,388 | |
Shares outstanding ($0.001 par value, 300,000,000 shares authorized) | | | 82,353,243 | |
Net asset value, offering and redemption price per share | | $ | 9.51 | |
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, 2023
INVESTMENT INCOME | | | | |
Interest | | $ | 29,411,163 | |
Total investment income | | | 29,411,163 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 12,914,691 | |
Transfer agent fees (Note 2) | | | 1,068,398 | |
Administration and accounting fees (Note 2) | | | 206,587 | |
Distribution fees - Class A Shares | | | 170,357 | |
Distribution fees - Class C Shares | | | 187,042 | |
Registration and filing fees | | | 115,364 | |
Printing and shareholder reporting fees | | | 87,204 | |
Director fees | | | 77,247 | |
Officer fees | | | 68,118 | |
Audit and tax service fees | | | 62,633 | |
Legal fees | | | 60,034 | |
Custodian fees (Note 2) | | | 29,285 | |
Other expenses | | | 42,924 | |
Total expenses before waivers and/or reimbursements | | | 15,089,884 | |
Less: waivers and reimbursements (Note 2) | | | (951,565 | ) |
Net expenses after waivers and/or reimbursements | | | 14,138,319 | |
Net investment income/(loss) | | | 15,272,844 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
Net realized gain/(loss) from: | | | | |
Investments | | | (80,089 | ) |
Futures contracts | | | 5,238,369 | |
Foreign currency transactions | | | (5,170,570 | ) |
Forward foreign currency contracts | | | 16,893,140 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 275,090 | |
Futures contracts | | | (10,105,214 | ) |
Foreign currency translations | | | 1,588,956 | |
Forward foreign currency contracts | | | (22,972,941 | ) |
Net realized and unrealized gain/(loss) on investments | | | (14,333,259 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 939,585 | |
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, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: |
Net investment income/(loss) | | $ | 15,272,844 | | | $ | (2,792,104 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 16,880,850 | | | | 50,437,598 | |
Net change in unrealized appreciation/(depreciation) on investments, future contracts, foreign currency translation and forward foreign currency contracts | | | (31,214,109 | ) | | | 19,222,601 | |
Net increase/(decrease) in net assets resulting from operations | | | 939,585 | | | | 66,868,095 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: |
Class A Shares | | | (9,548,573 | ) | | | (868,654 | ) |
Class C Shares | | | (2,517,507 | ) | | | (680,865 | ) |
Class I Shares | | | (88,730,836 | ) | | | (8,601,682 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (100,796,916 | ) | | | (10,151,201 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 34,402,233 | | | | 53,370,788 | |
Proceeds from reinvestment of distributions | | | 9,286,917 | | | | 840,478 | |
Shares redeemed | | | (38,161,798 | ) | | | (6,522,289 | ) |
Total from Class A Shares | | | 5,527,352 | | | | 47,688,977 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 6,816,942 | | | | 5,670,775 | |
Proceeds from reinvestment of distributions | | | 2,388,732 | | | | 635,536 | |
Shares redeemed | | | (3,668,971 | ) | | | (1,834,074 | ) |
Total from Class C Shares | | | 5,536,703 | | | | 4,472,237 | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 703,679,347 | | | | 494,892,554 | |
Proceeds from reinvestment of distributions | | | 85,541,786 | | | | 8,403,372 | |
Shares redeemed | | | (473,269,758 | ) | | | (116,914,962 | ) |
Total from Class I Shares | | | 315,951,375 | | | | 386,380,964 | |
Net increase/(decrease) in net assets from capital share transactions | | | 327,015,430 | | | | 438,542,178 | |
Total increase/(decrease) in net assets | | | 227,158,099 | | | | 495,259,072 | |
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, 2023 | | | For the Year Ended August 31, 2022 | |
Net Assets: | | | | | | | | |
Beginning of period | | $ | 636,274,118 | | | $ | 141,015,046 | |
End of period | | $ | 863,432,217 | | | $ | 636,274,118 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 3,439,596 | | | | 5,296,683 | |
Shares reinvested | | | 979,633 | | | | 103,635 | |
Shares redeemed | | | (3,977,081 | ) | | | (683,187 | ) |
Total from Class A Shares | | | 442,148 | | | | 4,717,131 | |
Class C Shares | | | | | | | | |
Shares sold | | | 704,756 | | | | 604,995 | |
Shares reinvested | | | 269,001 | | | | 82,860 | |
Shares redeemed | | | (401,028 | ) | | | (208,784 | ) |
Total from Class C Shares | | | 572,729 | | | | 479,071 | |
Class I Shares | | | | | | | | |
Shares sold | | | 70,564,733 | | | | 48,866,179 | |
Shares reinvested | | | 8,901,331 | | | | 1,026,053 | |
Shares redeemed | | | (48,628,923 | ) | | | (11,782,155 | ) |
Total from Class I Shares | | | 30,837,141 | | | | 38,110,077 | |
Net increase/(decrease) in shares outstanding | | | 31,852,018 | | | | 43,306,279 | |
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.65 | | | $ | 8.76 | | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | |
Net investment income/(loss)(3) | | | 0.16 | | | | (0.11 | ) | | | (0.16 | ) | | | (0.07 | ) | | | — | (4) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (5) | | | (0.05 | ) | | | 2.57 | | | | 1.37 | | | | (0.76 | ) | | | 1.45 | | | | 0.16 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.11 | | | | 2.46 | | | | 1.21 | | | | (0.83 | ) | | | 1.45 | | | | 0.13 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.20 | ) | | | (0.48 | ) | | | — | | | | (0.79 | ) | | | (1.13 | ) | | | — | |
Net realized capital gain | | | (1.19 | ) | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.39 | ) | | | (0.57 | ) | | | — | | | | (1.43 | ) | | | (1.13 | ) | | | — | |
Net asset value, end of period | | $ | 9.37 | | | $ | 10.65 | | | $ | 8.76 | | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | |
Total investment return (6) | | | 0.93 | % | | | 30.09 | % | | | 16.03 | % | | | (8.86 | )%(7) | | | 17.73 | % | | | 1.39 | % |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 61,813 | | | $ | 65,549 | | | $ | 12,613 | | | $ | 10,365 | | | $ | 12,895 | | | $ | 14,744 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (10) | | | 2.00 | % | | | 2.00 | % | | | 2.03 | % | | | 2.15 | %(8) | | | 2.12 | % | | | 1.58 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (9)(11) | | | 2.12 | % | | | 2.16 | % | | | 2.36 | % | | | 2.51 | %(8) | | | 2.54 | % | | | 1.96 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.71 | % | | | (1.32 | )% | | | (1.93 | )% | | | (0.93 | )%(8) | | | (0.03 | )% | | | (0.32 | )% |
Portfolio turnover rate (12) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | %(7) | | | 15 | % | | | 122 | % |
(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. |
(7) | Not annualized |
(8) | Annualized |
(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% | 2.00% | 2.12% | 2.07% | 1.58% |
(11) | Ratio of gross expenses to average net assets excluding interest expense(9) | 2.12% | 2.16% | 2.33% | 2.48% | 2.49% | 1.96% |
(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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 10.02 | | | $ | 8.38 | | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | |
Net investment income/(loss)(3) | | | 0.09 | | | | (0.20 | ) | | | (0.21 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.10 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | (0.05 | ) | | | 2.45 | | | | 1.31 | | | | (0.74 | ) | | | 1.42 | | | | 0.15 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.04 | | | | 2.25 | | | | 1.10 | | | | (0.86 | ) | | | 1.35 | | | | 0.05 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.15 | ) | | | (0.52 | ) | | | — | | | | (0.73 | ) | | | (1.04 | ) | | | — | |
Net realized capital gain | | | (1.19 | ) | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.34 | ) | | | (0.61 | ) | | | — | | | | (1.37 | ) | | | (1.04 | ) | | | — | |
Net asset value, end of period | | $ | 8.72 | | | $ | 10.02 | | | $ | 8.38 | | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | |
Total investment return (5) | | | 0.22 | % | | | 29.13 | % | | | 15.11 | % | | | (9.49 | )%(6) | | | 16.88 | % | | | 0.55 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 18,610 | | | $ | 15,654 | | | $ | 9,079 | | | $ | 9,087 | | | $ | 13,237 | | | $ | 15,676 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (9) | | | 2.75 | % | | | 2.75 | % | | | 2.78 | % | | | 2.88 | %(7) | | | 2.87 | % | | | 2.35 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (8)(10) | | | 2.87 | % | | | 2.91 | % | | | 3.11 | % | | | 3.27 | %(7) | | | 3.29 | % | | | 2.74 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.96 | % | | | (2.07 | )% | | | (2.67 | )% | | | (1.65 | )%(7) | | | (0.78 | )% | | | (1.05 | )% |
Portfolio turnover rate (11) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % |
(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. |
(6) | Not annualized |
(7) | Annualized |
(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% | 2.75% | 2.85% | 2.82% | 2.35% |
(10) | Ratio of gross expenses to average net assets excluding interest expense(8) | 2.87% | 2.91% | 3.08% | 3.24% | 3.24% | 2.74% |
(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, 2023 | | | 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 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.77 | | | $ | 8.90 | | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | |
Net investment income/(loss)(3) | | | 0.20 | | | | (0.09 | ) | | | (0.14 | ) | | | (0.07 | ) | | | 0.02 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | (0.05 | ) | | | 2.59 | | | | 1.39 | | | | (0.77 | ) | | | 1.48 | | | | 0.16 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.15 | | | | 2.50 | | | | 1.25 | | | | (0.84 | ) | | | 1.50 | | | | 0.15 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.22 | ) | | | (0.54 | ) | | | — | | | | (0.80 | ) | | | (1.16 | ) | | | — | |
Net realized capital gain | | | (1.19 | ) | | | (0.09 | ) | | | — | | | | (0.64 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.41 | ) | | | (0.63 | ) | | | — | | | | (1.44 | ) | | | (1.16 | ) | | | — | |
Net asset value, end of period | | $ | 9.51 | | | $ | 10.77 | | | $ | 8.90 | | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | |
Total investment return (5) | | | 1.25 | % | | | 30.35 | % | | | 16.34 | % | | | (8.75 | )%(6) | | | 18.17 | % | | | 1.59 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 783,009 | | | $ | 555,072 | | | $ | 119,324 | | | $ | 115,431 | | | $ | 51,067 | | | $ | 89,456 | |
Ratio of expenses to average net assets with waivers and reimbursements and/or recoupments (9) | | | 1.75 | % | | | 1.75 | % | | | 1.78 | % | | | 1.88 | %(7) | | | 1.84 | % | | | 1.30 | % |
Ratio of expenses to average net assets without waivers and reimbursements and/or recoupments (8)(10) | | | 1.87 | % | | | 1.91 | % | | | 2.11 | % | | | 2.24 | %(7) | | | 2.28 | % | | | 1.64 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.96 | % | | | (1.07 | )% | | | (1.68 | )% | | | (0.91 | )%(7) | | | 0.23 | % | | | (0.10 | )% |
Portfolio turnover rate (11) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % |
(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. |
(6) | Not annualized |
(7) | Annualized |
(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% | 1.75% | 1.85% | 1.80% | 1.30% |
(10) | Ratio of gross expenses to average net assets excluding interest expense(8) | 1.87% | 1.91% | 2.08% | 2.21% | 2.24% | 1.64% |
(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, 2023
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 complex 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 fifty-three 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, 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.
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 Company has authorized capital of one hundred billion shares of common stock of which 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective is to seek capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies.”
The end of the reporting period for the Fund is August 31, 2023, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2023 (the “current fiscal period”).
CONSOLIDATION OF SUBSIDIARY — The Campbell Systematic Macro Program is achieved by the Fund investing up to 25% of its total assets in the Campbell Systematic Macro Offshore Limited Fund (the “Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the acts of the Cayman Islands. The consolidated financial statements of the Fund include the financial statements of the Subsidiary. The Fund consolidates the results of subsidiaries in which the Fund holds a controlling financial interest. All inter-company accounts and transactions have been eliminated. As of the end of the reporting period, the net assets of the Subsidiary were $60,575,371, which represented 7.01% of the Fund’s net assets.
25
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 by the Valuation Designee (as defined below) 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.
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 August 31, 2023, in valuing the Fund’s investments carried at fair value:
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 737,181,122 | | | $ | 737,181,122 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 10,542,193 | | | | 10,542,193 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 1,235,127 | | | | 1,235,127 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 1,174,923 | | | | 1,174,923 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 108,739,431 | | | | — | | | | 108,739,431 | | | | — | |
Total Assets | | $ | 858,872,796 | | | $ | 750,133,365 | | | $ | 108,739,431 | | | $ | — | |
26
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (12,478,684 | ) | | $ | (12,478,684 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (1,188,106 | ) | | | (1,188,106 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (6,181,550 | ) | | | (6,181,550 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (116,273,666 | ) | | | — | | | | (116,273,666 | ) | | | — | |
Total Liabilities | | $ | (136,122,006 | ) | | $ | (19,848,340 | ) | | $ | (116,273,666 | ) | | $ | — | |
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 fiscal year ended August 31, 2023, 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, 2023
The following table lists the fair values of the Fund’s derivative holdings as of August 31, 2023, grouped by contract type and risk exposure category.
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 | | | $ | 10,542,193 | | | $ | 1,235,127 | | | $ | 1,174,923 | | | $ | — | | | $ | 12,952,243 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 108,739,431 | | | | 108,739,431 | |
Total Value - Assets | | | | | | $ | 10,542,193 | | | $ | 1,235,127 | | | $ | 1,174,923 | | | $ | 108,739,431 | | | $ | 121,691,674 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (12,478,684 | ) | | $ | (1,188,106 | ) | | $ | (6,181,550 | ) | | $ | — | | | $ | (19,848,340 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (116,273,666 | ) | | | (116,273,666 | ) |
Total Value - Liabilities | | | | | | $ | (12,478,684 | ) | | $ | (1,188,106 | ) | | $ | (6,181,550 | ) | | $ | (116,273,666 | ) | | $ | (136,122,006 | ) |
(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 | | | $ | (8,966,413 | ) | | $ | (2,207,164 | ) | | $ | 16,411,946 | | | $ | — | | | $ | 5,238,369 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 16,893,140 | | | | 16,893,140 | |
Total Realized Gain/(Loss) | | | $ | (8,966,413 | ) | | $ | (2,207,164 | ) | | $ | 16,411,946 | | | $ | 16,893,140 | | | $ | 22,131,509 | |
28
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
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 | | | $ | (4,208,529 | ) | | $ | 350,314 | | | $ | (6,246,999 | ) | | $ | — | | | $ | (10,105,214 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (22,972,941 | ) | | | (22,972,941 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | (4,208,529 | ) | | $ | 350,314 | | | $ | (6,246,999 | ) | | $ | (22,972,941 | ) | | $ | (33,078,155 | ) |
For the fiscal year ended August 31, 2023, 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) | |
| | $1,317,909,868 | | | | $(2,990,219,548) | | | | $(11,675,533,640) | | | | $11,679,753,273 | |
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, 2023
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 | | $ | 108,739,431 | | | $ | (108,739,431 | ) | | $ | — | | | $ | — | | | | $ | 116,273,666 | | | $ | (108,739,431 | ) | | $ | (7,534,235 | ) | | $ | — | |
(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, 2023
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.
SEC RULE 18f-4 — Effective August 19, 2022, the U.S. Securities and Exchange Commission (the “SEC”) implemented Rule 18f-4 under the 1940 Act (“Rule 18f-4”), providing for the regulation of a registered investment company’s use of derivatives and certain related instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. The Fund, as a full derivatives user (as defined in Rule 18f-4), is subject to the full requirements of Rule 18f-4. 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.
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
31
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Counterparty Risk — The derivative contracts entered into by the Fund or its Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
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.
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.
32
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
2. Investment Adviser and Other Services
Campbell & Company Investment Adviser LLC (“Campbell” or the “Adviser”) serves as the investment adviser to the Fund. The Adviser is a wholly-owned subsidiary of Campbell & Company, L.P. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
Prior to May 29, 2020, Equinox Institutional Asset Management, LP (“Equinox”) served as adviser to the Predecessor Fund and Campbell served as a sub-adviser to the Predecessor Fund. Equinox was entitled to an advisory fee from the Predecessor Fund at the same rate payable to Campbell as Adviser to the Fund. Equinox, not the Predecessor Fund, paid a sub-advisory fee to Campbell.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed the rate (“Expense Cap”) shown in the following table of the Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Cap as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until December 31, 2023 and may not be terminated without the approval of the Board. The Adviser may discontinue this arrangement at any time after December 31, 2023.
| Expense Cap |
Advisory Fee | Class A | Class C | Class I |
1.64% | 2.00% | 2.75% | 1.75% |
Prior to May 29, 2020, Equinox and Campbell had contractually agreed to reduce their advisory fees and/or reimburse certain expenses of the Predecessor Fund, to ensure that the Predecessor Fund’s total annual operating expenses, excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) acquired fund fees and expenses, and (v) brokerage commissions, did not exceed, on an annual basis, 2.14% with respect to Class A shares, 2.89% with respect to Class C shares, and 1.89% with respect to Class I shares of the Predecessor Fund’s average daily net assets.
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed by the Adviser were as follows:
Gross Advisory Fees | Waivers and/or Reimbursements | Net Advisory Fees |
$12,914,691 | $(951,565) | $11,963,126 |
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, 2024 | August 31, 2025 | August 31, 2026 | Total |
$438,636 | $392,091 | $951,565 | $1,782,292 |
33
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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 Fund pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the 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% 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 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. 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 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.
34
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2023
As of August 31, 2023, 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) |
$792,314,979 | $19,584,658 | $(35,001,121) | $(15,416,463) |
(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, 2023, primarily attributable to investments in wholly-owned controlled foreign corporation were reclassified among the following accounts:
Distributable Earnings/(Loss) | PAID-IN CAPITAL |
$7,277,275 | $(7,277,275) |
As of August 31, 2023, 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) |
$2,078,038 | $— | $— | $(27,553,221) | $(32,082) | $(28,970,918) |
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, 2023 and August 31, 2022 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2023 | $51,700,811 | $49,096,105 | $100,796,916 |
2022 | $8,660,018 | $1,491,183 | $10,151,201 |
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023. For the fiscal year ended August 31, 2023, the Fund deferred Post October losses of $27,553,221.
35
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2023
6. New Accounting Pronouncements and Regulatory Updates
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
7. Subsequent Events
In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued, and has determined that there was the following subsequent event: The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
36
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, 2023, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the three years in the period then ended and the period from 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, 2023, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the three years in the period then ended and 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, 2023, by correspondence with the custodian and brokers. 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 30, 2023
37
Campbell Systematic Macro Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023. During the year ended August 31, 2023, the Fund paid $51,700,811 of ordinary income distributions and $49,096,105 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 52.91% 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 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 2024.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
38
Campbell Systematic Macro Fund
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling 1-844-261-6488 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Forms N-PORT filings are 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 16-17, 2023 (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 and Campbell Systematic Macro Offshore Limited 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. The Directors reviewed these materials with management of Campbell, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of Campbell or Campbell Systematic Macro Offshore Limited were present. 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 FUSE comparing the Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its 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, noting that the Fund’s Class I Shares’ year-to-date cumulative return as of March 31, 2023 from 2023, 2022, 2021, 2020, and 2019, were 3.86%, 30.94%, 9.05%, 3.46%, and 11.72%, respectively. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return outperformed the median of its Peer Group for the one-year, three-year, five-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and ended December 31, 2022.
39
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 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 both the Fund’s net advisory fee and Fund’s total net expenses were above the median and in the 4th quintile of its Peer Group. The Directors noted that Campbell had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2023 to limit total annual operating expenses to agreed upon levels for the Fund.
After reviewing the information regarding the Fund’s costs, Campbell’s estimated profitability and economies of scale, and after considering Campbell’s services, the Directors concluded that the investment advisory fees to be paid by the Fund were fair and reasonable and that the Investment Advisory Agreements should be approved for an additional annual period ending August 16, 2024.
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 January 1, 2022 to December 31, 2022 (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.
40
Campbell Systematic Macro Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844)-261-6488.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
41
Campbell Systematic Macro Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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); from 1983-2014. | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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: 63 | 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. | N/A | N/A |
42
Campbell Systematic Macro Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During the Past 5 Years |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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
43
Campbell Systematic Macro Fund
Company Management (Concluded)
(Unaudited)
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, banking and investment services industry, including service on the boards of public companies, 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.
44
Campbell Systematic Macro Fund
Privacy Notice
(Unaudited)
Campbell Systematic Macro Fund
FACTS | WHAT DOES THE Campbell Systematic Macro Fund DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Campbell Systematic Macro Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does the Campbell Systematic Macro Fund share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We do not share. |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We do not share. |
For our affiliates to market to you | No | We do not share. |
For nonaffiliates to market to you | No | We do not share. |
Questions? | Call 1-844-261-6488 |
45
Campbell Systematic Macro Fund
Privacy Notice (Concluded)
(Unaudited)
What we do | |
How does the Campbell Systematic Macro Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Campbell Systematic Macro Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Campbell Systematic Macro Fund’s investment adviser, Campbell & Company Investment Adviser LLC. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Campbell Systematic Macro Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Campbell Systematic Macro Fund does not jointly market. |
46
Campbell Systematic Macro Fund
Affirmation of the Commodity Pool Operator
August 31, 2023
To the best of the knowledge and belief of the undersigned, the information contained in the Annual Report for the year ended August 31, 2023 is accurate and complete.
| |
| Kevin D. Cole, Chief Executive Officer & Chief Investment Officer Campbell & Company, LP CAMPBELL SYSTEMATIC MACRO FUND |
47
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Investment Adviser
Campbell & Company Investment Adviser LLC
2850 Quarry Lake Drive
Baltimore, Maryland 21209
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
CSMF-AR23
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, 2023
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, 2023 (Unaudited)
Free Market U.S. Equity Fund
The twelve-month period ended August 31, 2023 saw periods of noticeable volatility in domestic equity markets. Calendar year 2022 closed with U.S. equities down, inflation yet to be tamed, and investors bracing for a possible recession. The U.S. economy proved resilient in 2023 despite multiple obstacles from uncertainty in the banking sector and continued concerns about the economy’s health.
For the twelve months ended August 31, 2023, the Free Market U.S. Equity Fund provided a total return of 9.92% at net asset value. This compares with a return of 6.64% over the same period for the Free Market U.S. Equity 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. growth stocks performed better than U.S. value stocks during the period. The S&P 500® Index returned 15.94%, the Russell 2500® Index returned 6.64%, and the Russell 2000® Index returned 4.65%. Furthermore, for the same time period, the Russell 1000® Value Index returned 8.59% while the Russell 2000® Value returned 2.17% for the twelve months ended August 31, 2023.
In summary, U.S. growth stocks outperformed U.S. value stocks and U.S. large cap stocks performed better than small cap stocks. Factors that contributed to the Free Market U.S. Equity Fund’s overperformance compared to its benchmark can largely be explained by its tilt toward large cap value stocks, which still outperformed smaller growth oriented companies. In addition, the underlying funds outperformed their benchmarks due to broader exposure to the structured asset class they represent.
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, 2023 (Unaudited)
Free Market International Equity Fund
The twelve-month period ended August 31, 2023 saw international equity markets outpacing U.S. equity markets. Contributions to international equities performance include accelerated global economic growth, the re-opening of China, normalization of supply changes previously affected by the COVID-19 pandemic, and banking-related events in the U.S. exposing additional vulnerabilities associated with interest rate increases.
For the twelve months ended August 31, 2023, the Free Market International Equity Fund provided a total return of 15.82% at net asset value. This compares with a return of 16.45% over the same period for the Free Market International Equity 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 increased by 20.74%, while the MSCI EAFE Small Cap Value Index returned 12.06% and the MSCI Emerging Markets Index returned 1.25%. Furthermore, the MSCI EAFE Small Cap Index returned 9.18% for the twelve months ended August 31, 2023, while the MSCI EAFE Index returned 17.92% for the same period.
In summary, international value stocks outperformed international growth stocks and international large cap stocks performed better than small cap stocks. Factors that contributed to the Free Market International Equity Fund’s slight underperformance compared to its benchmark can largely be explained by its exposure to small cap growth oriented stocks as well as exposure to emerging market 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, 2023 (Unaudited)
Free Market Fixed Income Fund
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2023. In an unprecedented year, 2022 closed with fixed income down. The performance of fixed income in 2023 has begun to reverse course from the close of 2022 after continued Federal Reserve rate increases, uncertainty in the banking sector, and continued concerns about the economy’s health.
The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index, fell -1.19%, while the Bloomberg Global Aggregate Bond Index (hedged) returned 0.55% for the twelve months ended August 31, 2023. 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, 2023, the Bloomberg U.S. Government/Credit 1-3 Years Index returned 1.29% 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 -10.28%.
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, 2023, the Free Market Fixed Income Fund returned 1.62%. This compares with a return of 1.57% over the same period for the Fund’s benchmark, the FTSE World Government Bond 1-5 Years.
The Free Market Fixed Income Fund performed as expected, and slightly overperformed its benchmark for the period. A contributing factor to the performance of the Free Market Fixed Income 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, 2023 (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 883 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 2,277 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 795 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 1,437 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, 2023 (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 Years 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, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the 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, 2023 (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, 2013 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, 2023 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market U.S. Equity Fund | 9.92% | 6.18% | 9.06% | 8.69%(1) |
Russell 2500® Index | 6.64% | 5.43% | 9.13% | 8.38% |
Composite Index(2) | 7.93% | 6.28% | 9.45% | 7.86% |
(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%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated December 31, 2022, is 0.80% (included in the ratio is 0.24% 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 $21.37 per share on August 31, 2023.
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, 2023 (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, 2013 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, 2023 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market International Equity Fund | 15.82% | 3.08% | 4.73% | 3.27%(1) |
MSCI World (excluding U.S.) Index | 16.45% | 4.31% | 4.91% | 2.41% |
Composite Index(2) | 12.33% | 2.78% | 4.59% | 2.44% |
(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%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated December 31, 2022, is 0.88% (included in the ratio is 0.32% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on an increase in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $10.81 per share on August 31, 2023.
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, 2023 (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, 2013 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, 2023 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market Fixed Income Fund | 1.62% | 0.62% | 0.71% | 1.19%(1) |
FTSE World Government Bond Index 1-5 Years | 1.57% | 1.08% | 1.21% | 1.74% |
Composite Index(2) | 1.14% | 1.04% | 1.15% | 1.76% |
(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%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated December 31, 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, 2023.
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, 2023
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, 2023 through August 31, 2023, 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, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid DURING PERIOD* | | | Annualized Expense Ratio* | | | Actual Six-Month Total Investment Return for the FUNDS | |
Actual | | | | | | | | | | | | | | | | | | | | |
Free Market U.S. Equity Fund | | | $1,000.00 | | | | $1,029.40 | | | | $2.76 | | | | 0.54% | | | | 2.94% | |
Free Market International Equity Fund | | | 1,000.00 | | | | 1,040.40 | | | | 2.78 | | | | 0.54% | | | | 4.04% | |
Free Market Fixed Income Fund | | | 1,000.00 | | | | 1,020.90 | | | | 2.75 | | | | 0.54% | | | | 2.09% | |
Hypothetical (5% return before expenses) | | | | | | | | | | | | | | | | | |
Free Market U.S. Equity Fund | | | $1,000.00 | | | | $1,022.48 | | | | $2.75 | | | | 0.54% | | | | N/A | |
Free Market International Equity Fund | | | 1,000.00 | | | | 1,022.48 | | | | 2.75 | | | | 0.54% | | | | N/A | |
Free Market Fixed Income Fund | | | 1,000.00 | | | | 1,022.48 | | | | 2.75 | | | | 0.54% | | | | N/A | |
* | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2023 through August 31, 2023, 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, 2023 through August 31, 2023, 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% - 0.18% |
Free Market Fixed Income Fund | 0.00% - 0.04% |
9
FREE MARKET FUNDS
FREE MARKET U.S. EQUITY FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
DOMESTIC EQUITY FUNDS — 100.0% | | | | |
iShares Core S&P 500 ETF | | | 608,252 | | | $ | 275,349,598 | |
iShares MSCI USA Value Factor ETF † | | | 3,616,038 | | | | 341,570,949 | |
U.S. Large Cap Value Portfolio III (a) | | | 19,432,293 | | | | 549,156,605 | |
U.S. Large Cap Value Series (b) | | | 2,825,615 | | | | 197,623,545 | |
U.S. Large Company Portfolio (a) | | | 9,597,375 | | | | 295,695,113 | |
U.S. Micro Cap Portfolio (c) | | | 21,929,216 | | | | 540,993,766 | |
U.S. Small Cap Portfolio (c) | | | 12,922,859 | | | | 542,630,860 | |
U.S. Small Cap Value Portfolio (c) | | | 22,136,399 | | | | 932,827,854 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $2,393,008,920) | | | | | | | 3,675,848,290 | |
| | | | | | | | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 0.0% | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%* | | | 984,300 | | | | 984,300 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING | | | | |
(Cost $984,300) | | | | | | | 984,300 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.0% | | | | |
STIT-Government & Agency Portfolio, 5.25%** | | | 3,569,719 | | | | 3,569,719 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,569,719) | | | | | | | 3,569,719 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $2,397,562,939) | | | | | | | 3,680,402,309 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (1,503,506 | ) |
NET ASSETS — 100.0% | | | | | | $ | 3,678,898,803 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 100.0 | % | | $ | 3,675,848,290 | |
Short-Term Investments | | | 0.0 | | | | 3,569,719 | |
Investments Purchased with Proceeds from Securities Lending | | | 0.0 | | | | 984,300 | |
Liabilities In Excess Of Other Assets | | | 0.0 | | | | (1,503,506 | ) |
NET ASSETS | | | 100.0 | % | | $ | 3,678,898,803 | |
† | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $963,492. |
* | The rate shown is as of August 31, 2023. |
** | Seven-day yield as of August 31, 2023. |
(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.
10
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
FREE MARKET INTERNATIONAL EQUITY FUND
Portfolio of Investments
August 31, 2023
| | Number Shares/ Beneficial Interest | | | Value | |
INTERNATIONAL EQUITY FUNDS — 99.9% | | | | |
Canadian Small Company Series (a) | | | 2,108,704 | | | $ | 36,095,467 | |
DFA International Small Cap Value Portfolio (b) | | | 55,290,043 | | | | 1,130,681,370 | |
DFA International Value Portfolio III (c) | | | 26,200,212 | | | | 437,543,546 | |
DFA International Value Series (a) | | | 13,331,142 | | | | 413,798,661 | |
Emerging Markets Small Cap Portfolio (b) | | | 6,230,092 | | | | 138,308,042 | |
Emerging Markets Value Portfolio (b) | | | 4,785,879 | | | | 137,163,305 | |
iShares Core MSCI EAFE ETF † | | | 2,086,367 | | | | 139,598,816 | |
iShares Core MSCI Emerging Markets ETF | | | 2,979,053 | | | | 146,152,340 | |
iShares MSCI EAFE Small-Cap ETF | | | 4,111,620 | | | | 243,325,672 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $2,492,633,640) | | | | | | | 2,822,667,219 | |
| | | | | | | | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 4.6% | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%* | | | 130,347,486 | | | | 130,347,486 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING | | | | |
(Cost $130,347,486) | | | | | | | 130,347,486 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | |
STIT-Government & Agency Portfolio, 5.25** | | | 3,304,107 | | | | 3,304,107 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,304,107) | | | | | | | 3,304,107 | |
TOTAL INVESTMENTS — 104.6% | | | | |
(Cost $2,626,285,233) | | | | | | | 2,956,318,812 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (4.6)% | | | | | | | (130,689,967 | ) |
NET ASSETS — 100.0% | | | | | | $ | 2,825,628,845 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.9 | % | | $ | 2,822,667,219 | |
Short-Term Investments | | | 0.1 | | | | 3,304,107 | |
Investments Purchased with Proceeds from Securities Lending | | | 4.6 | | | | 130,347,486 | |
Liabilities In Excess Of Other Assets | | | (4.6 | ) | | | (130,689,967 | ) |
NET ASSETS | | | 100.0 | % | | $ | 2,825,628,845 | |
† | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $127,321,902. |
* | The rate shown is as of August 31, 2023. |
** | Seven-day yield as of August 31, 2023. |
(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.
11
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
FREE MARKET FIXED INCOME FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
FIXED INCOME FUNDS — 99.6% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 39,612,440 | | | $ | 403,254,639 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 71,279,569 | | | | 698,539,778 | |
iShares 1-3 Year Treasury Bond ETF † | | | 1,367,091 | | | | 111,062,473 | |
iShares 3-7 Year Treasury Bond ETF † | | | 1,450,912 | | | | 166,651,752 | |
iShares Core International Aggregate Bond ETF | | | 8,475,005 | | | | 418,665,247 | |
iShares Intermediate-Term Corporate Bond ETF | | | 3,329,288 | | | | 166,797,329 | |
iShares Short-Term Corporate Bond ETF | | | 13,313,419 | | | | 668,866,171 | |
iShares TIPS Bond ETF † | | | 1,311,963 | | | | 139,159,915 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $2,917,700,952) | | | | | | | 2,772,997,304 | |
| | | | | | | | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 5.7% | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%* | | | 157,929,444 | | | | 157,929,444 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING | | | | |
(Cost $157,929,444) | | | | | | | 157,929,444 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.4% | | | | |
STIT-Government & Agency Portfolio 5.25** | | | 12,444,055 | | | | 12,444,055 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $12,444,055) | | | | | | | 12,444,055 | |
TOTAL INVESTMENTS — 105.7% | | | | |
(Cost $3,088,074,451) | | | | | | | 2,943,370,803 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (5.7)% | | | | | | | (158,015,834 | ) |
NET ASSETS — 100.0% | | | | | | $ | 2,785,354,969 | |
Portfolio Holdings Summary Table
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 99.6 | % | | $ | 2,772,997,304 | |
Short-Term Investments | | | 0.4 | | | | 12,444,055 | |
Investments Purchased with Proceeds from Securities Lending | | | 5.7 | | | | 157,929,444 | |
Liabilities In Excess Of Other Assets | | | (5.7 | ) | | | (158,015,834 | ) |
NET ASSETS | | | 100.0 | % | | $ | 2,785,354,969 | |
† | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $155,095,849. |
* | The rate shown is as of August 31, 2023. |
** | Seven-day yield as of August 31, 2023. |
(a) | A portfolio of DFA Investment Dimensions Group Inc. |
Portfolio holdings are subject to change at any time.
12
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
Statements of Assets and Liabilities
August 31, 2023
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
ASSETS | | | | | | | | | | | | |
Investments in non-affiliated funds, at value (cost $2,393,008,920, $2,492,633,640 and $2,917,700,952, respectively) | | $ | 3,675,848,290 | | | $ | 2,822,667,219 | | | $ | 2,772,997,304 | |
Short-term investments, at value (cost $3,569,719, $3,304,107 and $12,444,055 respectively) | | | 3,569,719 | | | | 3,304,107 | | | | 12,444,055 | |
Investments purchased with proceeds from securities lending collateral (cost $984,300, $130,347,486 and $157,929,444 respectively) | | | 984,300 | | | | 130,347,486 | | | | 157,929,444 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 2,358,792 | | | | 1,755,617 | | | | 2,162,277 | |
Dividends and interest | | | 43 | | | | 7,114 | | | | 11,703 | |
Prepaid expenses and other assets | | | 156,196 | | | | 133,070 | | | | 187,633 | |
Total assets | | | 3,682,917,340 | | | | 2,958,214,613 | | | | 2,945,732,416 | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Advisory fees | | | 1,533,403 | | | | 1,179,486 | | | | 1,164,346 | |
Capital shares redeemed | | | 1,176,187 | | | | 845,715 | | | | 1,011,029 | |
Securities lending collateral (see Note 6) | | | 984,300 | | | | 130,347,486 | | | | 157,929,444 | |
Administration and accounting fees | | | 155,419 | | | | 94,615 | | | | 142,076 | |
Transfer agent fees | | | 13,751 | | | | 8,141 | | | | 8,901 | |
Other accrued expenses and liabilities | | | 155,477 | | | | 110,325 | | | | 121,651 | |
Total liabilities | | | 4,018,537 | | | | 132,585,768 | | | | 160,377,447 | |
Net assets | | $ | 3,678,898,803 | | | $ | 2,825,628,845 | | | $ | 2,785,354,969 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 172,119 | | | $ | 261,474 | | | $ | 283,688 | |
Paid-in capital | | | 2,252,542,137 | | | | 2,425,202,302 | | | | 2,930,434,087 | |
Total distributable earnings/(loss) | | | 1,426,184,547 | | | | 400,165,069 | | | | (145,362,806 | ) |
Net assets | | $ | 3,678,898,803 | | | $ | 2,825,628,845 | | | $ | 2,785,354,969 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 3,678,898,803 | | | $ | 2,825,628,845 | | | $ | 2,785,354,969 | |
Shares outstanding ($0.001 par value, 700,000,000 shares authorized) | | | 172,118,922 | | | | 261,473,702 | | | | 283,688,479 | |
Net asset value, offering and redemption price per share | | $ | 21.37 | | | $ | 10.81 | | | $ | 9.82 | |
13
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
Statements of Operations
FOR THE Year ENDED August 31, 2023
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends from non-affiliated funds | | $ | 59,439,349 | | | $ | 85,577,621 | | | $ | 61,597,848 | |
Securities lending income | | | 4,153 | | | | 31,814 | | | | 59,776 | |
Total investment income | | | 59,443,502 | | | | 85,609,435 | | | | 61,657,624 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 16,904,657 | | | | 13,069,017 | | | | 13,414,753 | |
Administration and accounting fees (Note 2) | | | 621,583 | | | | 461,004 | | | | 540,795 | |
Director fees | | | 329,920 | | | | 247,080 | | | | 270,433 | |
Officer fees | | | 258,322 | | | | 194,538 | | | | 214,371 | |
Legal fees | | | 205,987 | | | | 156,233 | | | | 169,384 | |
Custodian fees (Note 2) | | | 86,877 | | | | 68,931 | | | | 71,093 | |
Transfer agent fees (Note 2) | | | 76,637 | | | | 71,550 | | | | 73,568 | |
Printing and shareholder reporting fees | | | 59,461 | | | | 52,965 | | | | 55,480 | |
Registration and filing fees | | | 40,430 | | | | 39,576 | | | | 37,191 | |
Audit and tax service fees | | | 33,236 | | | | 34,549 | | | | 33,163 | |
Other expenses | | | 201,126 | | | | 277,244 | | | | 147,104 | |
Total expenses | | | 18,818,236 | | | | 14,672,687 | | | | 15,027,335 | |
Net investment income/(loss) | | | 40,625,266 | | | | 70,936,748 | | | | 46,630,289 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 13,329,911 | | | | (788,716 | ) | | | (5,084,728 | ) |
Capital gain distributions from non-affiliated fund investments | | | 112,189,127 | | | | 2,393,907 | | | | 97,941 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | 167,184,995 | | | | 317,867,303 | | | | 68,242 | |
Net realized and unrealized gain/(loss) on investments | | | 292,704,033 | | | | 319,472,494 | | | | (4,918,545 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 333,329,299 | | | $ | 390,409,242 | | | $ | 41,711,744 | |
14
The accompanying notes are an integral part of the financial statements.
FREE MARKET U.S. EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 40,625,266 | | | $ | 32,200,297 | |
Net realized gain/(loss) from investments | | | 125,519,038 | | | | 273,761,097 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 167,184,995 | | | | (532,671,620 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 333,329,299 | | | | (226,710,226 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (254,085,784 | ) | | | (160,049,321 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (254,085,784 | ) | | | (160,049,321 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 478,766,781 | | | | 505,375,262 | |
Reinvestment of distributions | | | 253,858,591 | | | | 159,919,251 | |
Shares redeemed | | | (425,824,595 | ) | | | (620,998,823 | ) |
Net increase/(decrease) in net assets from capital shares | | | 306,800,777 | | | | 44,295,690 | |
Total increase/(decrease) in net assets | | | 386,044,292 | | | | (342,463,857 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 3,292,854,511 | | | | 3,635,318,368 | |
End of period | | $ | 3,678,898,803 | | | $ | 3,292,854,511 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 23,305,151 | | | | 22,341,943 | |
Dividends and distributions reinvested | | | 13,098,999 | | | | 6,724,947 | |
Shares redeemed | | | (20,585,763 | ) | | | (26,856,120 | ) |
Net increase/(decrease) in shares outstanding | | | 15,818,387 | | | | 2,210,770 | |
15
The accompanying notes are an integral part of the financial statements.
FREE MARKET INTERNATIONAL EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 70,936,748 | | | $ | 79,767,694 | |
Net realized gain/(loss) from investments | | | 1,605,191 | | | | 19,150,254 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 317,867,303 | | | | (522,820,062 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 390,409,242 | | | | (423,902,114 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (86,538,910 | ) | | | (35,219,290 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (86,538,910 | ) | | | (35,219,290 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 387,653,039 | | | | 454,919,419 | |
Reinvestment of distributions | | | 86,521,788 | | | | 35,204,207 | |
Shares redeemed | | | (347,793,059 | ) | | | (317,838,272 | ) |
Net increase/(decrease) in net assets from capital shares | | | 126,381,768 | | | | 172,285,354 | |
Total increase/(decrease) in net assets | | | 430,252,100 | | | | (286,836,050 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,395,376,745 | | | | 2,682,212,795 | |
End of period | | $ | 2,825,628,845 | | | $ | 2,395,376,745 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 38,443,413 | | | | 42,243,193 | |
Dividends and distributions reinvested | | | 8,874,030 | | | | 3,107,167 | |
Shares redeemed | | | (33,803,982 | ) | | | (28,689,507 | ) |
Net increase/(decrease) in shares outstanding | | | 13,513,461 | | | | 16,660,853 | |
16
The accompanying notes are an integral part of the financial statements.
FREE MARKET FIXED INCOME FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2023 | | | For the Year Ended August 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 46,630,289 | | | $ | 14,460,405 | |
Net realized gain/(loss) from investments | | | (4,986,787 | ) | | | 2,217,382 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 68,242 | | | | (207,628,479 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 41,711,744 | | | | (190,950,692 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (42,935,911 | ) | | | (15,000,590 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (42,935,911 | ) | | | (15,000,590 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 409,425,077 | | | | 561,502,718 | |
Reinvestment of distributions | | | 42,929,725 | | | | 14,991,009 | |
Shares redeemed | | | (414,939,183 | ) | | | (441,988,903 | ) |
Net increase/(decrease) in net assets from capital shares | | | 37,415,619 | | | | 134,504,824 | |
Total increase/(decrease) in net assets | | | 36,191,452 | | | | (71,446,458 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,749,163,517 | | | | 2,820,609,975 | |
End of period | | $ | 2,785,354,969 | | | $ | 2,749,163,517 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 42,009,136 | | | | 54,774,661 | |
Dividends and distributions reinvested | | | 4,445,055 | | | | 1,463,991 | |
Shares redeemed | | | (42,657,402 | ) | | | (43,490,265 | ) |
Net increase/(decrease) in shares outstanding | | | 3,796,789 | | | | 12,748,387 | |
17
The accompanying notes are an integral part of the financial statements.
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 21.07 | | | $ | 23.59 | | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | |
Net investment income/(loss)(1) | | | 0.24 | | | | 0.21 | | | | 0.21 | | | | 0.17 | | | | 0.17 | |
Net realized and unrealized gain/(loss) on investments | | | 1.68 | | | | (1.69 | ) | | | 7.62 | | | | — | (2) | | | (2.73 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.92 | | | | (1.48 | ) | | | 7.83 | | | | 0.17 | | | | (2.56 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.21 | ) | | | (0.41 | ) | | | (0.08 | ) | | | (0.16 | ) | | | (0.15 | ) |
Net realized capital gains | | | (1.41 | ) | | | (0.63 | ) | | | (0.22 | ) | | | (0.85 | ) | | | (0.76 | ) |
Total dividends and distributions to shareholders | | | (1.62 | ) | | | (1.04 | ) | | | (0.30 | ) | | | (1.01 | ) | | | (0.91 | ) |
Net asset value, end of period | | $ | 21.37 | | | $ | 21.07 | | | $ | 23.59 | | | $ | 16.06 | | | $ | 16.90 | |
Total investment return/(loss)(3) | | | 9.92 | % | | | (6.77 | )% | | | 49.28 | % | | | 0.32 | % | | | (12.09 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 3,678,899 | | | $ | 3,292,855 | | | $ | 3,635,318 | | | $ | 2,839,337 | | | $ | 2,899,018 | |
Ratio of expenses to average net assets(4) | | | 0.55 | % | | | 0.56 | % | | | 0.55 | % | | | 0.56 | % | | | 0.55 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 1.18 | % | | | 0.92 | % | | | 1.05 | % | | | 1.05 | % | | | 0.96 | % |
Portfolio turnover rate | | | 2 | % | | | 7 | % | | | 5 | % | | | 14 | % | | | 7 | % |
(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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.66 | | | $ | 11.60 | | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | |
Net investment income/(loss)(1) | | | 0.27 | | | | 0.34 | | | | 0.18 | | | | 0.19 | | | | 0.21 | |
Net realized and unrealized gain/(loss) on investments | | | 1.22 | | | | (2.13 | ) | | | 2.84 | | | | (0.13 | ) | | | (1.47 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.49 | | | | (1.79 | ) | | | 3.02 | | | | 0.06 | | | | (1.26 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.34 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.14 | ) | | | (0.18 | ) |
Net realized capital gains | | | — | | | | — | | | | (0.18 | ) | | | (0.12 | ) | | | (0.19 | ) |
Total dividends and distributions to shareholders | | | (0.34 | ) | | | (0.15 | ) | | | (0.31 | ) | | | (0.26 | ) | | | (0.37 | ) |
Net asset value, end of period | | $ | 10.81 | | | $ | 9.66 | | | $ | 11.60 | | | $ | 8.89 | | | $ | 9.09 | |
Total investment return/(loss)(2) | | | 15.82 | % | | | (15.63 | )% | | | 34.43 | % | | | 0.30 | % | | | (11.66 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,825,629 | | | $ | 2,395,377 | | | $ | 2,682,213 | | | $ | 2,153,655 | | | $ | 2,154,908 | |
Ratio of expenses to average net assets(3) | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.58 | % | | | 0.58 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 2.68 | % | | | 3.08 | % | | | 1.70 | % | | | 2.13 | % | | | 2.22 | % |
Portfolio turnover rate | | | 3 | % | | | 2 | % | | | 5 | % | | | 28 | % | | | 4 | % |
(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. |
19
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
FREE MARKET FIXED INCOME FUND
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.82 | | | $ | 10.56 | | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | |
Net investment income/(loss)(1) | | | 0.17 | | | | 0.05 | | | | 0.03 | | | | 0.15 | | | | 0.27 | |
Net realized and unrealized gain/(loss) on investments | | | (0.01 | ) | | | (0.74 | ) | | | — | (2) | | | 0.16 | | | | 0.24 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.16 | | | | (0.69 | ) | | | 0.03 | | | | 0.31 | | | | 0.51 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.16 | ) | | | (0.05 | ) | | | (0.05 | ) | | | (0.17 | ) | | | (0.26 | ) |
Net realized capital gains | | | — | | | | — | | | | (0.03 | ) | | | — | | | | — | (2) |
Return of capital | | | — | | | | — | | | | — | (2) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.16 | ) | | | (0.05 | ) | | | (0.08 | ) | | | (0.17 | ) | | | (0.26 | ) |
Net asset value, end of period | | $ | 9.82 | | | $ | 9.82 | | | $ | 10.56 | | | $ | 10.61 | | | $ | 10.47 | |
Total investment return/(loss)(3) | | | 1.62 | % | | | (6.51 | )% | | | 0.31 | % | | | 2.98 | % | | | 5.11 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,785,355 | | | $ | 2,749,164 | | | $ | 2,820,610 | | | $ | 2,307,909 | | | $ | 2,748,593 | |
Ratio of expenses to average net assets(4) | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | | | 0.55 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 1.72 | % | | | 0.51 | % | | | 0.27 | % | | | 1.39 | % | | | 2.62 | % |
Portfolio turnover rate | | | 3 | % | | | 3 | % | | | 2 | % | | | 46 | % | | | 3 | % |
(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, 2023
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 complex 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 fifty-three 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” and 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 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.
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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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 Securities and Exchange Commission’s (“SEC”) 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.
The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Matson Money, Inc. (“Matson Money” or the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee
21
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2023
is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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:
FREE MARKET U.S. EQUITY Fund
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Domestic Equity Funds | | $ | 3,675,848,290 | | | $ | 3,478,224,745 | | | $ | — | | | $ | — | | | $ | 197,623,545 | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 984,300 | | | | — | | | | — | | | | — | | | | 984,300 | |
Short-Term Investments | | | 3,569,719 | | | | 3,569,719 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 3,680,402,309 | | | $ | 3,481,794,464 | | | $ | — | | | $ | — | | | $ | 198,607,845 | |
* | 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, 2023
FREE MARKET INTERNATIONAL EQUITY Fund
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
International Equity Funds | | $ | 2,822,667,219 | | | $ | 2,372,773,091 | | | $ | — | | | $ | — | | | $ | 449,894,128 | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 130,347,486 | | | | — | | | | — | | | | — | | | | 130,347,486 | |
Short-Term Investments | | | 3,304,107 | | | | 3,304,107 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,956,318,812 | | | $ | 2,376,077,198 | | | $ | — | | | $ | — | | | $ | 580,241,614 | |
* | 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 | | $ | 2,772,997,304 | | | $ | 2,772,997,304 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 157,929,444 | | | | — | | | | — | | | | — | | | | 157,929,444 | |
Short-Term Investments | | | 12,444,055 | | | | 12,444,055 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,943,370,803 | | | $ | 2,785,441,359 | | | $ | — | | | $ | — | | | $ | 157,929,444 | |
* | 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 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
23
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2023
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.
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.
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.
24
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2023
2. | Investment Adviser and Other Services |
Matson Money, Inc. serves as the investment adviser to each Fund. Each Fund compensates the Adviser for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following tables.
AVERAGE DAILY NET ASSETS | | ADVISORY FEE | |
For the first $1 billion | | | 0.50 | % |
Over $1 billion to $3 billion | | | 0.49 | |
Over $3 billion to $5 billion | | | 0.48 | |
Over $5 billion | | | 0.47 | |
The Adviser has voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses exceed the rates (“Expense Caps”) shown in the following table annually of each Fund’s average daily net assets. The Adviser may not recoup waived management fees or reimbursed expenses. The Adviser may discontinue these arrangements at any time.
FUND | | EXPENSE CAPS | |
Free Market U.S. Equity Fund | | | 1.13 | % |
Free Market International Equity Fund | | | 1.35 | |
Free Market Fixed Income Fund | | | 1.00 | |
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Free Market U.S. Equity Fund | | $ | 16,904,657 | |
Free Market International Equity Fund | | | 13,069,017 | |
Free Market Fixed Income Fund | | | 13,414,753 | |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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. 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.
25
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2023
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 | | $ | 279,044,889 | | | $ | 75,832,624 | |
Free Market International Equity Fund | | | 176,105,066 | | | | 75,993,468 | |
Free Market Fixed Income Fund | | | 130,014,379 | | | | 83,615,457 | |
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, 2023, 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 | | $ | 2,377,603,873 | | | $ | 1,333,128,902 | | | $ | (30,330,466 | ) | | $ | 1,302,798,436 | |
Free Market International Equity Fund | | | 2,545,870,875 | | | | 456,829,915 | | | | (46,381,978 | ) | | | 410,447,937 | |
Free Market Fixed Income Fund | | | 3,091,301,763 | | | | 5,422,593 | | | | (153,353,553 | ) | | | (147,930,960 | ) |
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, 2023, 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 | | $ | (9,126,831 | ) | | $ | 9,126,831 | |
Free Market International Equity Fund | | | — | | | | — | |
Free Market Fixed Income Fund | | | — | | | | — | |
26
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2023
As of August 31, 2023, 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 | | $ | 15,326,977 | | | $ | 108,059,134 | | | $ | — | | | $ | 1,302,798,436 | |
Free Market International Equity Fund | | | 71,432,281 | | | | — | | | | (81,715,149 | ) | | | 410,447,937 | |
Free Market Fixed Income Fund | | | 7,665,003 | | | | — | | | | (5,096,849 | ) | | | (147,930,960 | ) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes and are inclusive of underlying partnerships and investments. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The tax character of distributions paid during the fiscal years ended August 31, 2023 and August 31, 2022 was as follows:
| | | Ordinary Income | | | Long-Term Gains | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | 2023 | | $ | 33,276,666 | | | $ | 220,809,118 | | | $ | — | | | $ | 254,085,784 | |
| 2022 | | | 62,775,363 | | | | 97,273,958 | | | | — | | | $ | 160,049,321 | |
Free Market International Equity Fund | 2023 | | | 86,538,910 | | | | — | | | | — | | | $ | 86,538,910 | |
| 2022 | | | 35,219,290 | | | | — | | | | — | | | $ | 35,219,290 | |
Free Market Fixed Income Fund | 2023 | | | 42,935,911 | | | | — | | | | — | | | $ | 42,935,911 | |
| 2022 | | | 15,000,590 | | | | — | | | | — | | | $ | 15,000,590 | |
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, 2023, the Free Market International Equity Fund had $15,991,945 of short-term capital loss carryforwards and $65,723,204 of long-term capital loss carryforwards, the Free Market Fixed Income Fund had $3,974,290 of short-term capital loss carryforwards and $1,122,559 of long-term capital loss carryforwards.
6. 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 102% 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 | |
Free Market U.S. Equity Fund | | | | | | $ | 963,492 | | | $ | 984,300 | | | $ | 4,153 | |
Free Market International Equity Fund | | | | | | | 127,321,902 | | | | 130,347,486 | | | | 31,814 | |
Free Market Fixed Income Fund | | | | | | | 155,095,849 | | | | 157,929,444 | | | | 59,776 | |
27
FREE MARKET FUNDS
Notes to Financial Statements (Concluded)
August 31, 2023
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 | |
Free Market U.S. Equity Fund | | $ | 963,492 | | | $ | — | | | $ | 963,492 | | | | (963,492 | ) | | $ | — | | | $ | — | |
Free Market International Equity Fund | | | 127,321,902 | | | | — | | | | 127,321,902 | | | | (127,321,902 | ) | | | — | | | | — | |
Free Market Fixed Income Fund | | | 155,095,849 | | | | — | | | | 155,095,849 | | | | (155,095,849 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilities. Actual collateral received may be more than the amount shown. |
2 | Net amount represents the net amount receivable from the counterparty in the event of default. |
7. | NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES |
In 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.
In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Free Market Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR) and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined there were no subsequent events.
28
FREE MARKET FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund (three of the funds constituting The RBB Fund, Inc., hereafter collectively referred to as the “Funds”) as of August 31, 2023, the related statements of operations for the year ended August 31, 2023, the statements of changes in net assets for each of the two years in the period ended August 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2023 (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, 2023, 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, 2023 and each of the financial highlights for each of the five years in the period ended August 31, 2023 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, 2023 by correspondence with the custodian and investment manager of investee funds. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 24, 2023
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
29
FREE MARKET FUNDS
SHAREHOLDER TAX INFORMATION
(UNAUDITED)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2023 were as follows:
| | Ordinary Income | | | Long-Term CAPITAL GAINS | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | | $ | 33,276,666 | | | $ | 220,809,118 | | | $ | — | | | $ | 254,085,784 | |
Free Market International Equity Fund | | | 86,538,910 | | | | — | | | | — | | | | 86,538,910 | |
Free Market Fixed Income Fund | | | 42,935,911 | | | | — | | | | — | | | | 42,935,911 | |
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 64.11% 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 76.65% for the Free Market Fixed Income Fund. A total of 38.59% 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 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 2024.
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 $10,759,197 and earned $67,702,643 of gross foreign source income during the fiscal year.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
30
FREE MARKET FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling Free Market Funds at (866) 780-0357, ext. 3863 and on the 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 filings are 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, at a meeting of the Board held on May 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Matson Money with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Matson Money with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of Matson Money, and discussed the aforementioned Agreement with counsel in executive sessions, at which no representatives of Matson Money were present. 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 FUSE comparing each Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to each Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Fund to the performance of its Peer 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 one-month, three-month, one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2023, as applicable. The Directors considered the Funds’ investment performance in light of their respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Peer Groups was acceptable.
31
FREE MARKET FUNDS
Other Information (Concluded)
(Unaudited)
In reaching this conclusion, the Directors observed that the Free Market U.S. Equity Fund outperformed its primary benchmark, the Russell 2500 Index, for the one-month, one-year ten-year, and since-inception periods ended March 31, 2023, and underperformed its benchmark for the three-month, and 5-year periods ended March 31, 2023. The Directors noted that the Free Market U.S. Equity Fund outperformed the median of its Peer Group for the since-inception period ended December 31, 2022, and underperformed its Peer Group for the three-month, one-year, three-year, five-year, and ten-year periods ended December 31, 2022.
The Directors noted that the Free Market International Equity Fund outperformed its primary benchmark, the MSCI World ex-US Index, for the since-inception period ended March 31, 2023, and underperformed its benchmark for the one-month, three-month, one-year, five-year, and ten-year periods ended March 31, 2023. The Directors noted that the Free Market International Equity Fund outperformed the median of its Peer Group for the three-month and one-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-year, five-year, ten-year and since-inception periods ended December 31, 2022.
The Directors noted that the Free Market Fixed Income Fund outperformed its primary benchmark, the FTSE World Government Bond 1-5 Years, for the three-month period ended March 31, 2023, and underperformed its benchmark for the one-month, one-year, five-year, ten-year, and since-inception periods ended March 31, 2023. The Directors noted that the Free Market Fixed Income Fund underperformed the median of its Peer Group for the three-month, one-year, three-year, five-year, ten-year, and since-inception periods ended December 31, 2022.
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 net advisory fee and the Fund’s total net expenses (including acquired fund fees and expenses) of the Free Market U.S. Equity Fund both ranked below the median and in the 2nd quintile of its Peer Group.
The Directors noted that the net advisory fee of the Free Market International Equity Fund ranked below the median and in the 2nd quintile of its Peer Group, and the Fund’s total net expenses (including acquired fund fees and expenses) were below the median and in the 1st quintile of its Peer Group.
The Directors noted that the net advisory fee of the Free Market Fixed Income Fund ranked above the median and in the 5th quintile of its Peer Group, and the Fund’s total net expenses (including acquired fund fees and expenses) were above the median and in the 4th quintile of its Peer 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 to be paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2024.
32
FREE MARKET FUNDS
Liquidity Risk Management Program
(Unaudited)
The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the 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 January 1, 2022 to December 31, 2022 (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 indicated that there were no material changes made to the Programs during the Period.
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Fund’s portfolio.
There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future.
Please refer to the Funds’ prospectus for more information regarding a Fund’s exposure to liquidity risk and other risks to which it may be subject.
33
FREE MARKET FUNDS
COMPANY MANAGEMENT
(UNAUDITED)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 866-780-0357, ext. 3863.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 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). | 63 | 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). |
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 During the Past 5 Years |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 57 | 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. | 63 | 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). |
INDEPENDENT DIRECTORS |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair
Director | 2005 to present
1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
35
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONTINUED)
(UNAUDITED)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair
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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO LLC. | N/A | N/A |
36
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 During 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: 60 | 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: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm). | N/A | N/A |
OFFICERS |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 40 | 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 resident, U.S. Bank Global Fund Services. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary
| 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
37
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 During the Past 5 Years |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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, banking and investment services industry, including service on the boards of public companies, 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
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 |
39
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. |
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Investment Adviser
Matson Money, Inc.
5955 Deerfield Blvd.
Mason, OH 45040
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
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-AR23
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, 2023
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, 2023 (Unaudited)
Matson Money U.S. Equity VI Portfolio
The twelve-month period ended August 31, 2023 saw periods of noticeable volatility in domestic equity markets. Calendar year 2022 closed with U.S. equities down, inflation yet to be tamed, and investors bracing for a possible recession. The U.S. economy proved resilient in 2023 despite multiple obstacles from uncertainty in the banking sector and continued concerns about the economy’s health.
For the twelve months ended August 31, 2023, the Matson Money U.S. Equity VI Portfolio provided a total return of 10.14% at net asset value. This compares with a return of 6.64% over the same period for the Matson Money U.S. Equity VI 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. growth stocks performed better than U.S. value stocks during the period. The S&P 500® Index returned 15.94%, the Russell 2500® Index returned 6.64%, and the Russell 2000® Index returned 4.65%. Furthermore, for the same time period, the Russell 1000® Value Index returned 8.59% while the Russell 2000® Value returned 2.17% for the twelve-month period ended August 31, 2023.
In summary, U.S. growth stocks outperformed U.S. value stocks and U.S. large cap stocks performed better than small cap stocks. Factors that contributed to the Matson Money U.S. Equity VI Portfolio’s overperformance compared to its benchmark can largely be explained by its tilt toward large cap value stocks, which still outperformed smaller growth oriented companies. In addition, the underlying funds outperformed their benchmarks due to broader exposure to the structured asset class they represent.
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, 2023 (Unaudited)
Matson Money International Equity VI Portfolio
The twelve-month period ended August 31, 2023 saw international equity markets outpacing U.S. equity markets. Contributions to international equities performance include accelerated global economic growth, the re-opening of China, normalization of supply changes previously affected by the COVID-19 pandemic, and banking-related events in the U.S. exposing additional vulnerabilities associated with interest rate increases.
For the twelve months ended August 31, 2023, the Matson Money International Equity VI Portfolio provided a total return of 15.39% at net asset value. This compares with a return of 16.45% over the same period for the Matson Money International Equity VI 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 increased by 20.74%, while the MSCI EAFE Small Cap Value Index returned 12.06% and the MSCI Emerging Markets Index returned 1.25%. Furthermore, the MSCI EAFE Small Cap Index returned 9.18% for the twelve months ended August 31, 2023, while the MSCI EAFE Index returned 17.92% for the same period.
In summary, international value stocks outperformed international growth stocks and international large cap stocks performed better than small cap stocks. Factors that contributed to the Matson Money International Equity VI Portfolio’s slight underperformance compared to its benchmark can largely be explained by its exposure to small cap growth oriented stocks as well as exposure to emerging market 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, 2023 (Unaudited)
Matson Money Fixed Income VI Portfolio
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2023. In an unprecedented year, 2022 closed with fixed income down. The performance of fixed income in 2023 has begun to reverse course from the close of 2022 after continued Federal Reserve rate increases, uncertainty in the banking sector, and continued concerns about the economy’s health.
The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index, fell -1.19%, while the Bloomberg Global Aggregate Bond Index (hedged) returned 0.55% for the twelve months ended August 31, 2023. 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, 2023, the Bloomberg U.S. Government/Credit 1-3 Years Index returned 1.29% 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 -10.28%.
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, 2023, the Matson Money Fixed Income VI Portfolio returned 1.36%. This compares with a return of 1.57% over the same period for the Matson Money Fixed Income VI Portfolio’s benchmark, the FTSE World Government Bond 1-5 Years.
The Matson Money Fixed Income VI Portfolio slightly underperformed its benchmark for the period. A contributing factor to the performance of the Matson Money Fixed Income VI 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, 2023 (Unaudited)
The Russell 2500 Index: The Russell 2500™ Index measures the performance of the small to mid-cap segment of the U.S. 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 883 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 2,227 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 795 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 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 Emerging Markets Index captures large and mid-cap representation across 24 Emerging Markets (EM) countries**. With 1,437 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
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MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Concluded)
August 31, 2023 (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 Years 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, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the 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, 2023 (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, 2023 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money U.S. Equity VI Portfolio | 10.14% | 6.22% | 7.84%(1) |
Russell 2500® Index | 6.64% | 5.43% | 7.92%(3) |
Composite Index(2) | 7.93% | 6.28% | 8.73%(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%, 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 7.69%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated December 31, 2022 is 0.98% (included in the ratio is 0.25% 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 $31.58 per share on August 31, 2023.
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, 2023 (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, 2023 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money International Equity VI Portfolio | 15.39% | 2.91% | 3.03%(1) |
MSCI World (excluding U.S.) Index | 16.45% | 4.31% | 4.24%(3) |
Composite Index(2) | 12.33% | 2.78% | 3.90%(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%, 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 2.90%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated December 31, 2022 is 1.15% (included in the ratio is 0.35% 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 $24.83 per share on August 31, 2023.
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, 2023 (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, 2023 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money Fixed Income VI Portfolio | 1.36% | 0.37% | 0.36%(1) |
FTSE World Government Bond Index 1-5 Years | 1.57% | 1.08% | 1.16%(3) |
Composite Index(2) | 1.14% | 1.04% | 1.09%(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%, 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 0.35%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated December 31, 2022 is 0.85% (included in the ratio is 0.12% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on a decrease in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $23.70 per share on August 31, 2023.
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.
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MATSON MONEY VI PORTFOLIOS
Fund Expense Examples
August 31, 2023 (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, 2023 through August 31, 2023, 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, 2023 | ENDING ACCOUNT VALUE August 31, 2023 | EXPENSES PAID DURING PERIOD* | Annualized EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Actual | | | | | |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,028.70 | $ 3.68 | 0.72% | 2.87% |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,038.50 | 3.96 | 0.77% | 3.85% |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 1,020.20 | 3.72 | 0.73% | 2.02% |
Hypothetical (5% return before expenses) |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,021.58 | $ 3.67 | 0.72% | N/A |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,021.32 | 3.92 | 0.77% | 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, 2023 through August 31, 2023, 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, 2023 through August 31, 2023. 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: |
PORTFOLIOS | RANGE OF WEIGHTED EXPENSE RATIO |
Matson Money U.S. Equity VI Portfolio | 0.01% - 0.29% |
Matson Money International Equity VI Portfolio | 0.00% - 0.12% |
Matson Money Fixed Income VI Portfolio | 0.00% - 0.02% |
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MATSON MONEY VI PORTFOLIOS
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Portfolio of Investments
August 31, 2023
| | NUMBER OF SHARES | | | VALUE | |
DOMESTIC EQUITY FUNDS — 99.1% | | | | |
U.S. Large Cap Value Portfolio III (a) | | | 254,172 | | | $ | 7,182,911 | |
U.S. Large Company Portfolio (a) | | | 127,585 | | | | 3,930,888 | |
U.S. Micro Cap Portfolio (b) | | | 168,945 | | | | 4,167,871 | |
U.S. Small Cap Portfolio (b) | | | 99,940 | | | | 4,196,488 | |
U.S. Small Cap Value Portfolio (b) | | | 65,903 | | | | 2,777,165 | |
VA U.S. Large Value Portfolio (b) | | | 34,766 | | | | 1,108,684 | |
VA U.S. Targeted Value Portfolio (b) | | | 185,903 | | | | 4,171,669 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $23,561,860) | | | | | | | 27,535,676 | |
| | | | |
SHORT-TERM INVESTMENTS — 1.1% | | | | |
STIT-Government & Agency Portfolio, 5.25%* | | | 297,818 | | | | 297,818 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $297,818) | | | | | | | 297,818 | |
TOTAL INVESTMENTS — 100.2% | | | | |
(Cost $23,859,678) | | | | | | | 27,833,494 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.2)% | | | | | | | (62,633 | ) |
NET ASSETS — 100.0% | | | | | | $ | 27,770,861 | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 99.1 | % | | $ | 27,535,676 | |
Short-Term Investments | | | 1.1 | | | | 297,818 | |
Liabilities In Excess Of Other Assets | | | (0.2 | ) | | | (62,633 | ) |
NET ASSETS | | | 100.0 | % | | $ | 27,770,861 | |
* | Seven-day yield as of August 31, 2023. |
(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.
10
MATSON MONEY VI PORTFOLIOS
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
Portfolio of Investments
August 31, 2023
| | NUMBER OF SHARES | | | VALUE | |
INTERNATIONAL EQUITY FUNDS — 99.2% | | | | |
DFA International Small Cap Value Portfolio (a) | | | 279,363 | | | $ | 5,712,965 | |
DFA International Value Portfolio III (b) | | | 365,728 | | | | 6,107,666 | |
Emerging Markets Small Cap Portfolio (a) | | | 44,733 | | | | 993,065 | |
Emerging Markets Value Portfolio, Class Institutional (a) | | | 34,514 | | | | 989,177 | |
iShares Core MSCI EAFE ETF† | | | 12,139 | | | | 812,221 | |
iShares Core MSCI Emerging Markets ETF | | | 21,786 | | | | 1,068,821 | |
VA International Small Portfolio (a) | | | 300,947 | | | | 3,478,942 | |
VA International Value Portfolio (a) | | | 74,311 | | | | 1,018,067 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $18,688,795) | | | | | | | 20,180,924 | |
| | | | | | | | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 4% |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%* | | | 823,165 | | | | 823,165 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING |
(Cost $823,165) | | | | | | | 823,165 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.1% |
STIT-Government & Agency Portfolio, 5.25%** | | | 222,034 | | | | 222,034 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $222,034) | | | | | | | 222,034 | |
TOTAL INVESTMENTS — 104.3% | | | | |
(Cost $19,733,994) | | | | | | | 21,226,123 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (4.3)% | | | | | | | (874,801 | ) |
NET ASSETS — 100.0% | | | | | | $ | 20,351,322 | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.2 | % | | $ | 20,180,924 | |
Short-Term Investments | | | 1.1 | | | | 222,034 | |
Investments Purchased with Proceeds from Securities Lending | | | 4.0 | | | | 823,165 | |
Liabilities In Excess Of Other Assets | | | (4.3 | ) | | | (874,801 | ) |
NET ASSETS | | | 100.0 | % | | $ | 20,351,322 | |
† | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $804,057. |
* | The rate shown is as of August 31, 2023 |
** | Seven-day yield as of August 31, 2023. |
(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.
11
MATSON MONEY VI PORTFOLIOS
MATSON MONEY FIXED INCOME VI PORTFOLIO
Portfolio of Investments
August 31, 2023
| | NUMBER OF SHARES | | | VALUE | |
FIXED INCOME FUNDS — 98.5% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 303,627 | | | $ | 3,090,921 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 411,443 | | | | 4,032,139 | |
iShares 1-3 Year Treasury Bond ETF | | | 13,222 | | | | 1,074,155 | |
iShares 3-7 Year Treasury Bond ETF† | | | 14,135 | | | | 1,623,546 | |
iShares Core International Aggregate Bond ETF | | | 81,850 | | | | 4,043,390 | |
iShares Intermediate-Term Corporate Bond ETF | | | 32,542 | | | | 1,630,354 | |
iShares Short-Term Corporate Bond ETF | | | 128,907 | | | | 6,476,288 | |
iShares TIPS Bond ETF† | | | 12,692 | | | | 1,346,241 | |
VA Global Bond Portfolio (a) | | | 271,422 | | | | 2,692,502 | |
VA Short-Term Fixed Income Portfolio (a) | | | 51,922 | | | | 531,678 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $28,112,783) | | | | | | | 26,541,214 | |
|
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 10.5% |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46%* | | | 2,831,220 | | | | 2,831,220 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING | | | | |
(Cost $2,831,220) | | | | | | | 2,831,220 | |
| | | | |
SHORT-TERM INVESTMENTS — 1.7% | | | | |
STIT-Government & Agency Portfolio, 5.25%** | | | 446,815 | | | | 446,815 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $446,815) | | | | | | | 446,815 | |
TOTAL INVESTMENTS — 110.7% | | | | |
(Cost $31,390,818) | | | | | | | 29,819,249 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (10.7)% | | | | | | | (2,892,232 | ) |
NET ASSETS — 100.0% | | | | | | $ | 26,927,017 | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 98.5 | % | | $ | 26,541,214 | |
Short-Term Investments | | | 1.7 | | | | 446,815 | |
Investments Purchased with Proceeds from Securities Lending | | | 10.5 | | | | 2,831,220 | |
Liabilities In Excess Of Other Assets | | | (10.7 | ) | | | (2,892,232 | ) |
NET ASSETS | | | 100.0 | % | | $ | 26,927,017 | |
† | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $2,780,006. |
* | The rate shown is as of August 31, 2023 |
** | Seven-day yield as of August 31, 2023. |
(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
MATSON MONEY VI PORTFOLIOS
Statements of Assets and Liabilities
August 31, 2023
| | MATSON MONEY U.S. EQUITY VI PORTFOLIO | | | MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO | | | MATSON MONEY FIXED INCOME VI PORTFOLIO | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $23,561,860, $18,688,795 and $28,112,783, respectively) | | $ | 27,535,676 | | | $ | 20,180,924 | | | $ | 26,541,214 | |
Short-term investments, at value (cost $297,818, $222,034 and $446,815, respectively) | | | 297,818 | | | | 222,034 | | | | 446,815 | |
Investments purchased with proceeds from securities lending collateral (cost $0, $823,165 and $2,831,220 respectively) | | | — | | | | 823,165 | | | | 2,831,220 | |
Receivables for: | | | | | | | | | | | | |
Investments sold | | | 1,153 | | | | 931 | | | | 2,005 | |
Dividends and interest | | | — | | | | 124 | | | | 902 | |
Prepaid expenses and other assets | | | 882 | | | | 277 | | | | 879 | |
Total assets | | | 27,835,529 | | | | 21,227,455 | | | | 29,823,035 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | 28,849 | | | $ | 23,504 | | | $ | 29,706 | |
Audit fees | | | 17,860 | | | | 18,069 | | | | 18,068 | |
Advisory fees | | | 11,946 | | | | 8,605 | | | | 11,371 | |
Administration and accounting fees | | | 2,656 | | | | 2,161 | | | | 2,773 | |
Transfer agent fees | | | 764 | | | | 629 | | | | 791 | |
Securities lending collateral (see Note 6) | | | — | | | | 823,165 | | | | 2,831,220 | |
Other accrued expenses and liabilities | | | 2,593 | | | | — | | | | 2,089 | |
Total liabilities | | | 64,668 | | | | 876,133 | | | | 2,896,018 | |
Net assets | | $ | 27,770,861 | | | $ | 20,351,322 | | | $ | 26,927,017 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par Value | | $ | 879 | | | $ | 820 | | | $ | 1,136 | |
Paid-in capital | | | 22,185,842 | | | | 19,359,579 | | | | 28,665,142 | |
Total distributable earnings/(loss) | | | 5,584,140 | | | | 990,923 | | �� | | (1,739,261 | ) |
Net assets | | $ | 27,770,861 | | | $ | 20,351,322 | | | $ | 26,927,017 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 27,770,861 | | | $ | 20,351,322 | | | $ | 26,927,017 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 879,410 | | | | 819,738 | | | | 1,136,315 | |
Net asset value, offering and redemption price per share | | $ | 31.58 | | | $ | 24.83 | | | $ | 23.70 | |
The accompanying notes are an integral part of the financial statements.
13
MATSON MONEY VI PORTFOLIOS
Statements of Operations
FOR THE Fiscal Year ENDED August 31, 2023
| | 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 | | $ | 457,549 | | | $ | 688,685 | | | $ | 640,364 | |
Securities lending income | | | — | | | | 374 | | | | 3,644 | |
Total investment income | | | 457,549 | | | | 689,059 | | | | 644,008 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 139,746 | | | | 101,429 | | | | 137,832 | |
Audit and tax services fees | | | 30,049 | | | | 30,199 | | | | 30,223 | |
Administration and accounting fees (Note 2) | | | 18,532 | | | | 17,041 | | | | 18,725 | |
Printing and shareholder reporting fees | | | 5,620 | | | | 4,545 | | | | 5,144 | |
Director fees | | | 2,828 | | | | 2,003 | | | | 2,793 | |
Custodian fees (Note 2) | | | 2,418 | | | | 1,458 | | | | 2,728 | |
Officer fees | | | 2,202 | | | | 1,591 | | | | 2,243 | |
Legal fees | | | 1,670 | | | | 1,202 | | | | 1,661 | |
Transfer agent fees (Note 2) | | | 443 | | | | 318 | | | | 443 | |
Other expenses | | | 2,553 | | | | 2,303 | | | | 2,588 | |
Total expenses | | | 206,061 | | | | 162,089 | | | | 204,380 | |
Net investment income/(loss) | | | 251,488 | | | | 526,970 | | | | 439,628 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 596,746 | | | | (315,545 | ) | | | (194,155 | ) |
Capital gain distributions from non-affiliated fund investments | | | 1,236,276 | | | | 96,255 | | | | 1,016 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | 656,457 | | | | 2,773,306 | | | | 127,777 | |
Net realized and unrealized gain/(loss) on investments | | | 2,489,479 | | | | 2,554,016 | | | | (65,362 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 2,740,967 | | | $ | 3,080,986 | | | $ | 374,266 | |
The accompanying notes are an integral part of the financial statements.
14
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 251,488 | | | $ | 200,906 | |
Net realized gain/(loss) from investments | | | 1,833,022 | | | | 2,750,655 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 656,457 | | | | (4,996,942 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2,740,967 | | | | (2,045,381 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (2,775,746 | ) | | | (2,291,039 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,775,746 | ) | | | (2,291,039 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 1,602,156 | | | | 3,769,795 | |
Reinvestment of distributions | | | 2,775,746 | | | | 2,291,039 | |
Shares redeemed | | | (4,389,190 | ) | | | (5,703,434 | ) |
Net increase/(decrease) in net assets from capital shares | | | (11,288 | ) | | | 357,400 | |
Total increase/(decrease) in net assets | | | (46,067 | ) | | | (3,979,020 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 27,816,928 | | | | 31,795,948 | |
End of period | | $ | 27,770,861 | | | $ | 27,816,928 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 53,564 | | | | 106,781 | |
Dividends and distributions reinvested | | | 96,851 | | | | 63,871 | |
Shares redeemed | | | (142,873 | ) | | | (165,123 | ) |
Net increase/(decrease) in shares outstanding | | | 7,542 | | | | 5,529 | |
The accompanying notes are an integral part of the financial statements.
15
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 526,970 | | | $ | 622,505 | |
Net realized gain/(loss) from investments | | | (219,290 | ) | | | 372,095 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 2,773,306 | | | | (4,576,837 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 3,080,986 | | | | (3,582,237 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (663,764 | ) | | | (1,361,460 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (663,764 | ) | | | (1,361,460 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 1,869,280 | | | | 2,954,287 | |
Reinvestment of distributions | | | 663,764 | | | | 1,361,460 | |
Shares redeemed | | | (3,699,124 | ) | | | (3,051,625 | ) |
Net increase/(decrease) in net assets from capital shares | | | (1,166,080 | ) | | | 1,264,122 | |
Total increase/(decrease) in net assets | | | 1,251,142 | | | | (3,679,575 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 19,100,180 | | | | 22,779,755 | |
End of period | | $ | 20,351,322 | | | $ | 19,100,180 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 84,786 | | | | 114,254 | |
Dividends and distributions reinvested | | | 29,553 | | | | 52,183 | |
Shares redeemed | | | (154,187 | ) | | | (120,422 | ) |
Net increase/(decrease) in shares outstanding | | | (39,848 | ) | | | 46,015 | |
The accompanying notes are an integral part of the financial statements.
16
MATSON MONEY FIXED INCOME VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 439,628 | | | $ | 122,102 | |
Net realized gain/(loss) from investments | | | (193,139 | ) | | | (27,840 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 127,777 | | | | (2,400,845 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 374,266 | | | | (2,306,583 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (338,690 | ) | | | (100,067 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (338,690 | ) | | | (100,067 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 2,633,205 | | | | 2,888,692 | |
Reinvestment of distributions | | | 338,690 | | | | 100,067 | |
Shares redeemed | | | (4,379,286 | ) | | | (5,386,524 | ) |
Net increase/(decrease) in net assets from capital shares | | | (1,407,391 | ) | | | (2,397,765 | ) |
Total increase/(decrease) in net assets | | | (1,371,815 | ) | | | (4,804,415 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 28,298,832 | | | | 33,103,247 | |
End of period | | $ | 26,927,017 | | | $ | 28,298,832 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 112,199 | | | | 116,203 | |
Dividends and distributions reinvested | | | 14,630 | | | | 3,969 | |
Shares redeemed | | | (186,124 | ) | | | (220,221 | ) |
Net increase/(decrease) in shares outstanding | | | (59,295 | ) | | | (100,049 | ) |
The accompanying notes are an integral part of the financial statements.
17
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 31.90 | | | $ | 36.70 | | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | |
Net investment income/(loss)(1) | | | 0.28 | | | | 0.23 | | | | 0.25 | | | | 0.22 | | | | 0.21 | |
Net realized and unrealized gain/(loss) on investments | | | 2.62 | | | | (2.37 | ) | | | 12.06 | | | | (0.04 | ) | | | (4.34 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.90 | | | | (2.14 | ) | | | 12.31 | | | | 0.18 | | | | (4.13 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.26 | ) | | | (0.34 | ) | | | (0.29 | ) | | | (0.24 | ) | | | (0.27 | ) |
Net realized capital gains | | | (2.96 | ) | | | (2.32 | ) | | | (0.94 | ) | | | (1.40 | ) | | | (1.64 | ) |
Total dividends and distributions to shareholders | | | (3.22 | ) | | | (2.66 | ) | | | (1.23 | ) | | | (1.64 | ) | | | (1.91 | ) |
Net asset value, end of period | | $ | 31.58 | | | $ | 31.90 | | | $ | 36.70 | | | $ | 25.62 | | | $ | 27.08 | |
Total investment return/(loss)(2) | | | 10.14 | % | | | (6.64 | )% | | | 49.31 | % | | | (0.02 | )% | | | (11.89 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 27,771 | | | $ | 27,817 | | | $ | 31,796 | | | $ | 25,070 | | | $ | 24,839 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.74 | % | | | 0.73 | % | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.74 | % | | | 0.73 | % | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 0.90 | % | | | 0.65 | % | | | 0.77 | % | | | 0.86 | % | | | 0.72 | % |
Portfolio turnover rate | | | 9 | % | | | 15 | % | | | 18 | % | | | 18 | % | | | 17 | % |
(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.
18
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 22.22 | | | $ | 28.00 | | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | |
Net investment income/(loss)(1) | | | 0.61 | | | | 0.73 | | | | 0.37 | | | | 0.42 | | | | 0.43 | |
Net realized and unrealized gain/(loss) on investments | | | 2.73 | | | | (4.87 | ) | | | 6.80 | | | | (0.25 | ) | | | (3.51 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 3.34 | | | | (4.14 | ) | | | 7.17 | | | | 0.17 | | | | (3.08 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.50 | ) | | | (0.82 | ) | | | (0.35 | ) | | | (0.52 | ) | | | (0.39 | ) |
Net realized capital gains | | | (0.23 | ) | | | (0.82 | ) | | | (0.17 | ) | | | (0.57 | ) | | | (0.42 | ) |
Total dividends and distributions to shareholders | | | (0.73 | ) | | | (1.64 | ) | | | (0.52 | ) | | | (1.09 | ) | | | (0.81 | ) |
Net asset value, end of period | | $ | 24.83 | | | $ | 22.22 | | | $ | 28.00 | | | $ | 21.35 | | | $ | 22.27 | |
Total investment return/(loss)(2) | | | 15.39 | % | | | (15.66 | )% | | | 33.96 | % | | | 0.17 | % | | | (11.62 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 20,351 | | | $ | 19,100 | | | $ | 22,780 | | | $ | 18,559 | | | $ | 18,228 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.80 | % | | | 0.80 | % | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.80 | % | | | 0.80 | % | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 2.60 | % | | | 2.86 | % | | | 1.48 | % | | | 1.99 | % | | | 1.82 | % |
Portfolio turnover rate | | | 11 | % | | | 11 | % | | | 18 | % | | | 26 | % | | | 13 | % |
(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 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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 23.67 | | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | |
Net investment income/(loss)(1) | | | 0.37 | | | | 0.10 | | | | 0.02 | | | | 0.43 | | | | 0.59 | |
Net realized and unrealized gain/(loss) on investments | | | (0.05 | ) | | | (1.90 | ) | | | 0.04 | | | | 0.27 | | | | 0.61 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.32 | | | | (1.80 | ) | | | 0.06 | | | | 0.70 | | | | 1.20 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.29 | ) | | | (0.08 | ) | | | (0.16 | ) | | | (0.42 | ) | | | (0.56 | ) |
Net realized capital gains | | | — | | | | — | | | | — | | | | — | | | | — | (2) |
Return of capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.29 | ) | | | (0.08 | ) | | | (0.17 | ) | | | (0.42 | ) | | | (0.56 | ) |
Net asset value, end of period | | $ | 23.70 | | | $ | 23.67 | | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.38 | |
Total investment return/(loss)(3) | | | 1.36 | % | | | (7.08 | )% | | | 0.22 | % | | | 2.80 | % | | | 4.98 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 26,927 | | | $ | 28,299 | | | $ | 33,103 | | | $ | 27,323 | | | $ | 29,546 | |
Ratio of expenses to average net assets with waivers, if any(4) | | | 0.74 | % | | | 0.73 | % | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % |
Ratio of expenses to average net assets without waivers, if any(4) | | | 0.74 | % | | | 0.73 | % | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % |
Ratio of net investment income/(loss) to average net assets with waivers(4) | | | 1.59 | % | | | 0.39 | % | | | 0.07 | % | | | 1.69 | % | | | 2.39 | % |
Portfolio turnover rate | | | 8 | % | | | 7 | % | | | 8 | % | | | 46 | % | | | 19 | % |
(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.
20
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements
August 31, 2023
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 complex 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, has fifty-three 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” and 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 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.
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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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.
21
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (continued)
August 31, 2023
The Board has adopted a pricing and valuation policy for use by each Portfolio and its Valuation Designee (as defined below) in calculating a Portfolio’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Matson Money, Inc. (“Matson Money” or the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee, in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 | | $ | 27,535,676 | | | $ | 22,255,323 | | | $ | — | | | $ | — | | | $ | 5,280,353 | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | — | | | | — | | | | — | | | | — | | | | — | |
Short-Term Investments | | | 297,818 | | | | 297,818 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 27,833,494 | | | $ | 22,553,141 | | | $ | — | | | $ | — | | | $ | 5,280,353 | |
* | 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
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2023
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
International Equity Funds | | $ | 20,180,924 | | | $ | 15,683,915 | | | $ | — | | | $ | — | | | $ | 4,497,009 | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 823,165 | | | | — | | | | — | | | | — | | | | 823,165 | |
Short-Term Investments | | | 222,034 | | | | 222,034 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 21,226,123 | | | $ | 15,905,949 | | | $ | — | | | $ | — | | | $ | 5,320,174 | |
* | 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 FIXED INCOME VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 26,541,214 | | | $ | 23,317,034 | | | $ | — | | | $ | — | | | $ | 3,224,180 | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 2,831,220 | | | | — | | | | — | | | | — | | | | 2,831,220 | |
Short-Term Investments | | | 446,815 | | | | 446,815 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 29,819,249 | | | $ | 23,763,849 | | | $ | — | | | $ | — | | | $ | 6,055,400 | |
* | 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
23
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2023
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 (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 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.
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.
24
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2023
2. | Investment Adviser and Other Services |
Matson Money, Inc. 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 | | $ | 139,746 | |
Matson Money International Equity VI Portfolio | | | 101,429 | |
Matson Money Fixed Income VI Portfolio | | | 137,832 | |
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, doing business as U.S. Bank Global Fund Services (“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 Portfolios’ 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.
25
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
August 31, 2023
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. 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 | | $ | 2,489,700 | | | $ | 3,796,186 | |
Matson Money International Equity VI Portfolio | | | 2,126,982 | | | | 3,338,172 | |
Matson Money Fixed Income VI Portfolio | | | 2,150,188 | | | | 3,458,887 | |
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, 2023, 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 Portfolio | | $ | 24,092,021 | | | $ | 4,448,775 | | | $ | (707,302 | ) | | $ | 3,741,473 | |
Matson Money International Equity Portfolio | | | 19,451,492 | | | | 2,042,864 | | | | (1,091,398 | ) | | | 951,466 | |
Matson Money Fixed Income Portfolio | | | 28,721,983 | | | | 54,846 | | | | (1,788,800 | ) | | | (1,733,954 | ) |
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.
26
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
August 31, 2023
As of August 31, 2023, there were no permanent differences between distributable earnings/(loss) and paid in capital.
As of August 31, 2023, 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 Portfolio | | $ | 57,270 | | | $ | 1,785,397 | | | $ | — | | | $ | 3,741,473 | |
Matson Money International Equity Portfolio | | | 175,800 | | | | — | | | | (136,343 | ) | | | 951,466 | |
Matson Money Fixed Income Portfolio | | | 169,613 | | | | — | | | | (174,920 | ) | | | (1,733,954 | ) |
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, 2023 and August 31, 2022 was as follows:
| | | | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | RETURN OF CAPITAL | | | TOTAL | |
Matson Money U.S. Equity Portfolio | 2023 | | $ | 225,930 | | | $ | 2,549,816 | | | | — | | | $ | 2,775,746 | |
| 2022 | | | 290,468 | | | | 2,000,571 | | | | — | | | | 2,291,039 | |
Matson Money International Equity Portfolio | 2023 | | | 453,501 | | | | 210,263 | | | | — | | | | 663,764 | |
| 2022 | | | 679,887 | | | | 681,573 | | | | — | | | | 1,361,460 | |
Matson Money Fixed Income Portfolio | 2023 | | | 338,690 | | | | — | | | | — | | | | 338,690 | |
| 2022 | | | 100,067 | | | | — | | | | — | | | | 100,067 | |
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 Portfolios 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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023. The Matson Money Fixed Income Portfolio deferred qualified late-year losses of $174,920, and the Matson Money International Equity Portfolio deferred qualified late-year losses of $136,343 which will be treated as arising on the first business day of the following fiscal year.
The Portfolios are permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2023, the Portfolios had no unexpiring short-term or long-term losses.
6. SECURITIES LENDING
The Portfolios 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 102% of the current market value of the loaned securities, as marked to market each day that the NAV of the Portfolios is determined. When the collateral falls below specified amounts, the Portfolios’ 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 Portfolios will pay administrative and custodial fees in connection with the loan of securities. Collateral is invested in short-term investments and the Portfolios will bear the risk of loss of the invested collateral.
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MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (continued)
August 31, 2023
Investments purchased with proceeds from securities lending are overnight and continuous. Securities lending will expose the Portfolios 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:
PORTFOLIO | | MARKET VALUE OF SECURITIES LOANED | | | MARKET VALUE OF COLLATERAL | | | INCOME RECEIVED FROM SECURITIES LENDING | |
Matson Money U.S. Equity Portfolio | | $ | — | | | $ | — | | | $ | — | |
Matson Money International Equity Portfolio | | | 804,057 | | | | 823,165 | | | | 374 | |
Matson Money Fixed Income Portfolio | | | 2,780,006 | | | | 2,831,220 | | | | 3,644 | |
Securities lending transactions are entered into by the Portfolios’ securities lending agent on behalf of the Portfolios under a Master Securities Lending Agreement (“MSLA”) which permits the Portfolios’ securities lending agent on behalf of the Portfolios under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable on behalf of the Portfolios to the same counterparty against amounts to be received and create one single net payment due to or from the Portfolios. The following table is a summary of the Portfolios’ 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 | |
PORTFOLIO | | 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 | |
Matson Money U.S. Equity Portfolio | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Matson Money International Equity Portfolio | | | 804,057 | | | | — | | | | 804,057 | | | | (804,057 | ) | | | — | | | | — | |
Matson Money Fixed Income Portfolio | | | 2,780,006 | | | | — | | | | 2,780,006 | | | | (2,780,006 | ) | | | — | | | | — | |
| 1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilities. Actual collateral received may be more than the amount shown. |
| 2 | Net amount represents the net amount receivable from the counterparty in the event of default. |
7. | NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES |
In 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.
In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information
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MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (concluded)
August 31, 2023
be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Portfolios are required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR) and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
Management has evaluated the impact of all subsequent events on the Portfolios 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, 2023, the related statements of operations for the year ended August 31, 2023, the statements of changes in net assets for each of the two years in the period ended August 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2023 (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, 2023, 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, 2023 and each of the financial highlights for each of the five years in the period ended August 31, 2023 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, 2023 by correspondence with the custodian and investment manager of investee funds. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 24, 2023
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
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MATSON MONEY VI PORTFOLIOS
Shareholder Tax Information
(Unaudited)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2023 were as follows:
| | Ordinary Income | | | Long-Term CAPITAL GAINS | | | Return of Capital | | | Total | |
Matson Money U.S. Equity Portfolio | | $ | 225,930 | | | $ | 2,549,816 | | | $ | — | | | $ | 2,775,746 | |
Matson Money International Equity Portfolio | | | 453,501 | | | | 210,263 | | | | — | | | | 663,764 | |
Matson Money Fixed Income Portfolio | | | 338,690 | | | | — | | | | — | | | | 338,690 | |
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 Portfolio.
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 93.85% for the Matson Money International Equity VI Portfolio.
The percentage of total ordinary dividends qualifying for the corporate dividends received deduction is 100% for the Matson Money U.S. Equity VI Portfolio.
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 55.52% 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 2024.
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 $69,540 and earned $665,013 of gross foreign source income during the fiscal year.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Portfolios.
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MATSON MONEY VI PORTFOLIOS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Portfolios use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Portfolios voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling Matson Money VI Portfolios at (866) 780-0357, ext. 3863 and on the 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 filings are available on the SEC’s website at http://www.sec.gov.
Matson Money VI Portfolios Approval of Investment Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Matson Money and the Company (the “Investment Advisory Agreement”) on behalf of the Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio and Matson Money Fixed Income VI Portfolio, at a meeting of the Board held on May 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Matson Money with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Matson Money with respect to the Portfolios, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of Matson Money, and discussed the aforementioned Investment Advisory Agreement with counsel in executive sessions, at which no representatives of Matson Money were present. 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 FUSE comparing each Portfolio’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Portfolio based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Portfolio to the performance of its Peer Group; and (x) a report comparing the performance of each Portfolio to the performance of its primary and composite benchmarks.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Matson Money. The Directors concluded that Matson Money had substantial resources to provide services to the Portfolios and that Matson Money’s services had been acceptable.
The Directors also considered the investment performance of the Portfolios and Matson Money. Information on the Portfolios’ investment performance was provided for the one-month, three-month, one-year, three-year, five-year, and since-inception periods ended March 31, 2023, as applicable. The Directors considered the Portfolios’ investment performance in light of their respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Portfolios as compared to their respective benchmarks and Peer Groups was acceptable.
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MATSON MONEY VI PORTFOLIOS
Other Information (Concluded)
(Unaudited)
The Directors noted that the Matson Money U.S. Equity VI Portfolio outperformed its primary benchmark, the Russell 2500 Index, for the one-month, one-year, three-year, and five-year periods ended March 31, 2023, and underperformed its benchmark for the three-month and since inception periods ended March 31, 2023. The Directors noted that the Matson Money U.S. Equity VI Portfolio outperformed the median of its Peer Group for the three-year and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, one-year, and five-year periods ended December 31, 2022.
The Directors noted that the Matson Money International Equity VI Portfolio outperformed its primary benchmark, the MSCI World ex-US Index, for the three-year period ended and since inception, and underperformed its benchmark for the one-month, three-month, one-year, five-year and since-inception periods ended March 31, 2023. The Directors noted that the Matson Money International Equity VI Portfolio outperformed the median of its Peer Group for the one-year and three-year periods ended December 31, 2022, equaled the median of its Peer Group for the five-year period ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and since-inception periods ended December 31, 2022.
The Directors noted that the Matson Money Fixed Income VI Portfolio outperformed its primary benchmark, the FTSE World Government Bond 1-5 Years, for the three-month period ended March 31, 2023, and underperformed its benchmark for the one-month, one-year, three-year, five-year, and since-inception periods ended March 31, 2023. The Directors noted that the Matson Money Fixed Income VI Portfolio outperformed the median of its Peer Group for the one-year and three-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, five-year, and since-inception periods ended December 31, 2022.
The Board also considered the advisory fee rates payable by the Portfolios under the Investment Advisory Agreement. In this regard, information on the fees paid by the Portfolios and the Portfolios’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the net advisory fee of the Matson Money U.S. Equity VI Portfolio ranked below the median and in the 1st quintile of its Peer Group, and the Portfolio’s total net expenses (including acquired fund fees and expenses) were above the median and in the 4th quintile of its Peer Group.
The Directors noted that the net advisory fee of the Matson Money International Equity VI Portfolio ranked below the median and in the 2nd quintile of its Peer Group, and the Portfolio’s total net expenses (including acquired fund fees and expenses) were above the median and in the 5th quintile of its Peer Group.
The Directors noted that the net advisory fee and the total net expenses (including acquired fund fees and expenses) of the Matson Money Fixed Income VI Portfolio both ranked above the median and in the 4th quintile of its Peer Group.
In addition, the Directors noted that Matson Money had contractually agreed to waive management fees and reimburse expenses through at least December 31, 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 to be paid by the Portfolios were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2024.
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MATSON MONEY VI PORTFOLIOS
Liquidity Risk Management Program
(Unaudited)
The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the 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 Portfolios. The Programs seek to assess, manage and review each Portfolio’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Portfolio could not meet requests to redeem shares issued by the Portfolio without significant dilution of remaining investors’ interest in the Portfolio.
The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Company Program and 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 Portfolio’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 January 1, 2022 to December 31, 2022 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Portfolio. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Portfolio’s portfolio investments and the Adviser’s assessment that each Portfolio’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of each Portfolio’s trading environment and reasonably anticipated trading size; (iii) that each Portfolio held primarily highly liquid assets (investments that the Portfolio anticipates can be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iv) that the Portfolios did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) confirmation that the Portfolios 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 Portfolio’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 Portfolio’s portfolio.
There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future.
Please refer to the Portfolios’ prospectus for more information regarding a Portfolio’s exposure to liquidity risk and other risks to which it may be subject.
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MATSON MONEY VI PORTFOLIOS
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 866-780-0357, ext. 3863.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director During Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 63 | 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: 57 | 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. | 63 | 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). |
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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 During Past 5 Years |
INDEPENDENT DIRECTORS |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO LLC. | N/A | N/A |
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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 During 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: 60 | 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: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm). | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 portfolios). |
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MATSON MONEY VI PORTFOLIOS
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, banking and investment services industry, including service on the boards of public companies, 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 |
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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. |
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[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-AR23
ANNUAL
report 2023
Motley Fool Asset Management ETFs
Series of The RBB Fund, Inc.
8/31/23
Motley Fool Global Opportunities ETF | |
Motley Fool Mid-Cap Growth ETF | |
Motley Fool 100 Index ETF | |
Motley Fool 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 | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 10 |
Fund Expense Examples | 23 |
Schedules of Investments | 25 |
Financial Statements | 55 |
Notes to Financial Statements | 73 |
Report of Independent Registered Public Accounting Firm | 88 |
Shareholder Tax Information | 90 |
Notice to Shareholders | 91 |
Privacy Notice | 94 |
Directors and Officers | 97 |
Motley Fool ASSET MANAGEMENT ETFS
Letter to Shareholders
AUGUST 31, 2023 (Unaudited)
Bryan Hinmon
Chief Investment Officer,
Motley Fool Asset Management
“We feel that high quality ownership can be attracted and maintained if we consistently communicate our business and ownership philosophy - along with no other conflicting messages - and then let self selection follow its course. For example, self selection will draw a far different crowd to a musical event advertised as an opera than one advertised as a rock concert even though anyone can buy a ticket to either.”
- Warren Buffett, 1983 Shareholder Letter
Dear Fellow Shareholder,
Investing is hard and structural advantages are rare. Let me clarify a bit. Sustained market outperformance over long periods of time is hard and one of the biggest reasons that is true is because unique and lasting differential advantages are rare.
I don’t think the short- or long-version sentences above are controversial, so let’s just accept them as true and move on.1 The introductory quote above offers us an example of a unique and lasting differential advantage that Warren Buffet has used (“high quality ownership”) to help achieve his awe-inspiring performance track record.2 Lawrence Cunningham, a professor at George Washington University and author who has studied Buffett deeply, said he believes “one of the most important reasons for Berkshire’s success was having those shareholders that a different shareholder base wouldn’t have permitted.” Quality ownership seems important enough to explore.
PATIENT CAPITAL
So what does Buffett mean by high quality ownership? Cunningham published a book called Quality Shareholders in 2020 to detail the topic from the perspective of public company management teams. I recommend you read the entire book to fully understand the concept, but a simplified definition is a shareholder base that is committed to a company’s long-term success via aligned time horizon and mission. Such shareholders afford managers ample runway to execute their business strategy and they stay committed when the business navigates the inevitable adversities of capitalism and markets. They are committed and patient because of deep alignment.
Motley Fool Asset Management, LLC is not a publicly traded company with shareholders, but the principle is equally as crucial for us. Like Buffett suggests, we communicate our investing and ownership philosophy - hopefully with no other conflicting messages - with the goal of attracting a self-selecting collection of shareholders committed to joint long-term success. I’d be shocked if you cracked open this letter and didn’t expect to find mention of our focus on Quality or our long-term orientation.3 It’s heartening that, before reading a single word, you probably knew the gist of what you were going to read. It tells me we are aligned and that Motley Fool Asset Management benefits from quality ownership.
Just like the forces of capitalism create hiccups along the path to long-term business success, the forces of markets ensure no investing strategy works all the time (otherwise there would be only one!). We believe the disciplined application of a prudent strategy, through the inevitable ups and downs, can yield great results. It is only with the patient capital of quality owners that this is a possibility. Why?
CAREER RISK
The primary reason is career risk. If an asset manager doesn’t keep its investors happy, the investors will rightly withdraw their money. With no money to manage, there is no job.
1 | If you or someone you know have found a formula that makes sustained market outperformance over long periods of time easy or know of any unique and lasting differential advantages that we can adopt, please email me at bhinmon@mfamfunds.com, I’d love to talk. |
2 | Check out page two of the most recent (2022) Berkshire Hathaway annual report for the bulk of Mr. Buffett’s impressive track record: https://www.berkshirehathaway.com/2022ar/2022ar.pdf |
3 | I will dole out 25,000 bonus points for anyone able to recite our core belief behind our philosophy: Independent research with a long-term mindset, expressed through focused portfolios, can outperform. |
Motley Fool ASSET MANAGEMENT ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2023 (Unaudited)
There seem to be two primary ways for an asset manager to make its investors unhappy. The first is through persistent or extreme poor performance and the second is looking too different while underperforming. Both of these things often result in asset redemptions, which can trigger other investors to follow suit, and create a negative feedback loop.
To be clear, bad money managers probably shouldn’t have jobs. But the insidious effect of this spiral is that in the case of temporary, or aberrational, or unlucky performance hiccups, it can negatively influence the asset manager’s investment decision making. In order to protect against the asset withdrawal death spiral, a manager may be tempted to deviate from their investment strategy, chase what is working at the moment, take undue risk, or worse. Career risk can trigger primal survival mechanisms that can be hard to overcome and can be sparked by even just a whiff of perceived underperformance.
Owning an odd portfolio (looking too different) while underperforming can cause asset managers to make fewer investments of their own discretion and instead hew towards their benchmark weightings. It probably feels more comfortable knowing results probably won’t be too different than what everyone else is achieving and, as the old saying goes, it’s better to fail conventionally than succeed unconventionally.4 Hewing towards the benchmark is a phenomenon called “closet indexing” and has been studied at length by Notre Dame professor Martijn Cremers5 and his co-authors. In his 2015 paper Do Mutual Fund Investors Get What They Pay For?, Cremers and co-author Quinn Curtis found that 12% of the assets in US equity mutual funds were invested in closet index funds – that is, funds that purport to be actively managed but in actuality failed to achieve a sufficient level of differentiation from their index. Considering the trillions invested in “active” US equity funds today, that’s a lot of career risk-driven closet indexing!
But it’s worse than just that. The situations above focus on the behavior of the investment manager alone. But there are two in this dance: the manager and the investor. There is a body of academic work that shows individual investors, the investors the investment manager is working for, demonstrate behavioral biases such as trend chasing among the funds they are invested in.6 So even if the investment manager isn’t making investment decisions inappropriately, the shareholders could be causing withdrawals that start the capital flight death spiral.
Career risk, whether kicked off by the asset manager or the end investor, has nasty consequences.
TIME ARBITRAGE
But it’s not all sour grapes, thanks to quality shareholders. Let me explain.
Martijn Cremers, the professor referenced above, has demonstrated in his 2015 paper referenced above that investment managers who construct portfolios that look sufficiently different from relevant benchmarks (ones with high “active share”) can be more likely to outperform their benchmarks. Said another way, managers that can buck the fears and altered decision making that can accompany career risk and build unique portfolios, are employing a strategy that has, in the past, statistically been shown to work in many cases.
The academic work on active share makes logical sense to us. As Cremers says , “after all, an active manager can only add value relative to the index by deviating from it.” But to beat the benchmark, a manager has to be both different and right.
4 | This notion appears to have originated from John Maynard Keynes and was published in his book The General Theory of Employment, Interest, and Money. |
5 | Here is the official citation for the paper referenced here, just in case you’re the type that likes to read academic papers (like me, hi friend!): Cremers, K. J. Martijn and Curtis, Quinn, Do Mutual Fund Investors Get What They Pay For? The Legal Consequences of Closet Index Funds (November 24, 2015). To read up on active share as a measure to determine closet indexing, or the degree of active indexing, please read Cremers’ 2009 paper: Cremers, K. J. Martijn and Petajisto, Antti, How Active is Your Fund Manager? A New Measure That Predicts Performance (March 31, 2009). |
6 | See Bailey et al., 2011; Sirri & Tufano, 1998; Friesen & Sapp, 2007. |
Motley Fool ASSET MANAGEMENT ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2023 (Unaudited)
Let’s bring Kalash Jain, a professor at Columbia Business School, into the conversation. Jain recently published a working paper7 that helps explain why the persistent presence of career risk can create mispricing opportunities for some asset managers to take advantage of and outperform. Which managers ? “Longer-term fund managers who do not face such [career concerns related to the rear of asset redemption] frictions.”
In a creative way, Jain hypothesizes, tests and demonstrates in his study that career risk pushed many managers into a herding mentality, owning the same securities and avoiding others. The securities that are piled into (the comfortable residence of the herd) were bid up in demand and consequently often faced lower future expected returns. Meanwhile, the securities that managers fled, whether due to poor past performance or idiosyncratic volatility, generally had artificially low demand and therefore were set up for higher future expected returns. This is, as they say, the high price of a cheery consensus.
The opportunity here is to own the stocks a career risk-constrained manager is avoiding, which can only be done over time if a fund manager has the permission to own a portfolio that looks different from what everyone else owns, and they can hold long enough for the dynamic to fully play out (which Jain notes persists for years). This dynamic, where longer-term fund managers are allowed to behave differently – striving to generate returns by exploiting a different time horizon – than short-term driven fund managers, is called “time arbitrage” and an oft-cited example of fund strategy and advantage. We believe we fit squarely into this camp.
The role of quality shareholders can’t be overstated. Time arbitrage only works with time. And as committed as a manager is to a long time frame and shaking off the pressures from career risk, the opportunity can only be harnessed if the manager is given the time from a fully aligned quality owner, which is rare, special, and (hopefully now) obviously valuable.
MARKET PERFORMANCE AND COMMENTARY
Inflation continues to be the leading factor that has driven the US economy and markets since 2021. After wildly imbalanced demand trends and disrupted supply chains played primary roles in 2021 and 2022, things eventually began to normalize. For the first half of the fiscal year of September 1, 2022 to August 31, 2023, US inflation averaged nearly 7%, and by the second half, averaged a more tolerable 4%.
The US Federal Reserve Open Market Committee helped market forces slow inflation with seven rate increases over the fiscal year ended August 31, 2023, starting with a trio of aggressive rate increases in the calendar fourth quarter of 2022 before enacting a steady quartet of more modest 25 basis point increases over the remainder of the fiscal year. All in, rates increased by 300 basis points, on top of the 225 implemented in the first calendar half of 2022 which pulled rates off the near zero mark that had been customary for several years.
During the 2022 fiscal year, the US and international stock markets scrambled to reprice risk and recession odds as this never-before-seen rate move began and all major asset classes lost money. The result, as I wrote in last year’s shareholder letter, was that for investors “there was almost no safe place to hide.” It turns out that the broad walloping investors felt last year may have been a response too crude for the situation.
While it seems apparent to us that ZIRP (zero interest rate policy) is firmly in the rearview, the US and global economies have remained stronger than feared, and for the fiscal year ended August 31, 2023, investors were more discerning with their assessments when sorting through value. Bonds declined in value for a third straight fiscal year, losing almost 4%. Gold, often seen as a hedge on inflation, advanced 13%. Large capitalization US stocks gained more than 15%, with nine of eleven sectors advancing. Only the most rate-sensitive sectors, Real Estate and Utilities, declined in value. The Information Technology and Communication Services sectors led the way with roughly 32% and 25% returns for the fiscal year, partially thanks to their
7 | While this paper has not yet been published in an academic journal, Jain notes that he has received comments and suggestions from more than a half dozen peers. Jain takes an interesting approach to identifying long-term fund managers by looking at the holding period of hard-to-own stocks, a measure he calls “duration.” You can find the paper on his website https://kalashjain.me/research/. Jain, Kalash, Career Concerns and Time Arbitrage (September 8, 2023). |
Motley Fool ASSET MANAGEMENT ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2023 (Unaudited)
ownership of the largest capitalization stocks. The strong performance of large caps outpaced mid caps by more than 5 percentage points and small caps by more than 12. Both growth and value stocks returned double digits. Outside the US, global stocks grew 11% to help retrace some of the prior fiscal year’s decline.8
The healthy gain of global stocks is even more impressive in light of a global banking scare in March 2023. Multiple US banks failed due to an asset-liability mismatch (their loan duration did not match their bond holdings, and with rapid interest rate changes their bonds repriced lower and wiped out equity capital) and regional banks, as a class, came under immense pressure. Abroad, Credit Suisse needed saving as its balance sheet deteriorated and threatened European counterparties. Rapid intervention by government agencies helped markets largely shake off contagion fears and markets in March finished higher!
ACTIVE ETF PERFORMANCE AND COMMENTARY
Motley Fool Global Opportunities ETF
The Motley Fool Global Opportunities ETF returned 11.24% during the fiscal year ended August 31, 2023, trailing its benchmark’s return of 13.96% for the same period. Cumulatively since inception, the Motley Fool Global Opportunities ETF has returned 113.07% versus 94.79% returns for the benchmark over the same period.9
During the fiscal year, the ETF’s investments in the Information Technology sector were the largest detractors to investment performance. The Fund carried a lower exposure to the sector than its benchmark, which benefited from the strong performance of the sector broadly. The Fund’s selected investments within the sector also underperformed. The opposite situation occurred in the Industrial sector, where the Fund maintained investments in greater proportion than its benchmark and its security selection within the sector was superior. Our holdings in the IT sector were half of the benchmark’s and our holdings in the Industrials sector were twice the benchmark’s. Ultimately, we’re seeking to build a reasonably diversified portfolio of attractive individual opportunities that work together to achieve the Fund’s stated objectives. This will, most of the time, result in different sector and position weights than our benchmark. This is a feature, not a bug, of our investing process, and one we embrace. Ultimately, we would expect our stock selection to be the primary driver of returns.
The top three contributors to returns10 were Axon Enterprise (+82%), Mastercard (+28%), and MercadoLibre (+60%). Axon has continued to transform its business, develop and commercialize products its law enforcement and safety markets need, and surpass expectations. The company now receives 90% of its revenue from subscriptions and has begun expanding its end markets. On the product front, the reveal of Axon’s Taser 10 looks to be a leap forward in technology, should potentially buoy the value of Taser subscription bundles, and furthers the company’s goal to reduce gun-related deaths (between police and the public) by 50% over the next decade. The future continues to look bright to us, too, as the company has laid out the path to an expected $2 billion in 2025 revenue with growing profitability. Mastercard’s results reflect the resilient global consumer. The company’s key metrics have continued to evolve strongly, led by cross-border volume (up 70% over 2019, which removes the distortions of Covid-19). Mastercard naturally benefits from inflation as its services are largely related to the volume and value of global personal consumption expenditures, so as prices rise, so does its revenue. The key is managing expenses beneath this rate of increase, which the company has and hopefully will continue to do well. Latin American e-commerce and payments giant MercadoLibre’ s shares
8 | Bonds are represented by the S&P U.S. Aggregate Bond Index. The index is designed to measure the performance of publicly issued US 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 US 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 US 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 US companies comprising about 5% of available US 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 US. |
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. |
10 | 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, 2023 (Unaudited)
rallied impressively during the fiscal year ended August 31, 2023. Its payments segment, where it posted impressive profitability and growth in its installment lending business, was supported by ongoing strength in its core e-commerce segment. Mercado Libre continues to benefit from low e-commerce penetration as a percentage of total retail sales remains in Latin America. Pago, its payments platform, has successfully parlayed its payments dominance into very profitable ancillary revenue streams.
The bottom three contributors to returns were Atlassian (-18%), SVB Financial Group (-100%), and Signature Bank (-36%). Shares of critical collaboration software provider Atlassian had been resilient while many other software companies struggled. That changed during the fiscal year ended August 31, 2023. Macro headwinds challenged demand from the innovation economy that drives Atlassian’s growth. Atlassian’s slowdown was delayed later than most for two reasons: its products are critical, so they’re farther down the cut list, and because they’re relatively inexpensive. These are positive attributes, and on a longer-term view, the business in our view remains healthy. However, the stock was still carrying a premium valuation, and management continues to hire aggressively (while many other software firms are laying engineers off), which has investors nervous about a strategic misstep. We think the company is wise to invest in its advantages and the opportunities it sees (acknowledging this is a management team with a history of prudence and vision) and zig while others zag. Silicon Valley Bank (“SVB”), the bank subsidiary of SVB Financial Group, experienced a run on its deposits when the bank liquidated some of its Treasury securities at a discount and announced a capital raise. As can happen in periods of fear and contagion, the bank didn’t survive. It was taken into receivership on March 10, 2023 and its assets were sold off with the bulk being acquired by First Citizens Bank in late March. In this painful investing lesson, equity holders were essentially wiped out. Thankfully, our position in SVB Financial Group was small. Signature Bank shares sagged as investors shunned the banking industry, fearing there were more shoes to drop after SVB’s collapse. Signature Bank’s lending profile, ties to the crypto economy, and asset makeup put it squarely in the crosshairs. Thankfully, we exited our position and avoided much of the company’s collapse.
Motley Fool Mid-Cap Growth ETF
The Motley Fool Mid-Cap Growth ETF returned 8.58% during the fiscal year ended August 31, 2023, trailing its benchmark’s return of 13.00% for the same period. Cumulatively since inception, the Motley Fool Mid-Cap Growth ETF has returned 95.16% versus 138.44% returns for its benchmark over the same period.11
The Fund’s performance, relative to its benchmark, during the fiscal year ended August 31, 2023 was impacted by higher exposures to the Real Estate sector, which was weak, and the Industrials sector, which was strong. Performance was also driven by poor individual stock performance in the Financials and Information Technology Industries. Positive stock selection in the Health Care Industry was not enough to overcome these other forces.
The top three contributors to returns12 were Axon Enterprise (+82%), Watsco (+38%), and Markel Group (+24%). We detailed Axon’s stellar performance above, in the Motley Fool Global Opportunities ETF section. Watsco, the largest distributor of HVAC units and supplies in the US, continues to deliver strong execution and a steady outlook.
The market is waiting for margins to fall as residential replacement unit demand falls, inflation hits costs, and higher priced inventory flows through the financials. Our view is that, while these are realistic expectations, Watsco should have the firepower to keep creating value. We think there are enough offsetting positive factors (e.g., regulatory tailwinds for higher efficiency units, strong commercial demand, and efficiency efforts now that supply chains are normalizing) that Watsco can continue to hum along. Markel is a specialty insurer that has benefited from strong pricing in its insurance niches. Its conservative reserving enables it to navigate challenging periods and invest its float in stocks and private businesses, which was an additional benefit to profit and book value growth during the fiscal year. The three legs of success at Markel (prudent reserving, healthy underwriting, and strong investing) have all been on show lately.
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 Fund is the Russell Midcap Growth Total Return Index. |
12 | 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, 2023 (Unaudited)
The bottom three contributors to returns were Paylocity Holding (-17%), SBA Communications (-30%), and SVB Financial Group (-100%). Paylocity’s business continues to chug along and its payroll and human capital management software solutions are evolving to solve more time- and labor- intensive tasks. Its stock sold off alongside many higher-growth, richly valued software businesses during the fiscal year ended August 31, 2023 and also suffered from investors raising probabilities of a recession that would bring about lower employment, which is a key driver of results. Tower operator SBA Communications continues to see its shares languish. SBA faces moderating near-term growth as cell carriers lap peak 5G investments and debt costs rise on the back of higher rates. That is no surprise, but investors have focused on it, and it’s the current reality. We see SBA management aptly managing its balance sheet, prioritizing free cash flow for debt reduction over share repurchases, and being disciplined in new tower purchases. With a longer view, the value of SBA’s services to enable data consumption and connectivity continues to increase. We detailed SVB Financial Group’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 16.13% during the fiscal year ended August 31, 2023, besting its benchmark’s gain of 6.78% for the same period. Cumulatively since inception (almost five years!), the Motley Fool Small-Cap Growth ETF has returned 60.36% versus 36.53% returns for the benchmark over the same period.13
The Fund’s performance, relative to its benchmark, during the fiscal year ended August 31, 2023 was impacted overwhelmingly by stock selection. Stock selection in the Information Technology and Communication Services sectors were the largest detractors from return. However, stock selection in the Health Care and Industrials sectors more than offset these headwinds.
The top three contributors to returns14 were Axon Enterprise (+82%), Penumbra (+61%), and Leonardo DRS (+56%). We detailed Axon’s stellar performance above, in the Motley Fool Global Opportunities ETF section. Penumbra is a medical device company that continues to execute on its Lightning series of products related to aspirated blood clot removals. With additional products on the way, the company is demonstrating its products achieve valuable patient outcomes worthy of transitioning “watched” patients to “treated” patients. Penumbra looks to surpass $1 billion in revenue during 2023 as it makes progress on helping the 3 million or so patients that suffer from clinically significant blood clots. Leonardo DRS is a defense contractor that announced several large contract awards, including an April 2023 award valued over $1 billion to provide integrated electric propulsion components for the US Navy’s next generation Columbia-class submarine. The Columbia-class submarine will replace the Ohio-class, the first submarine of which was commissioned in the late 1970s. In June, Leonardo DRS was added to the Russell 2000 and Russell 3000 Indexes as part of the 2023 Russell index annual reconstitution. Leonardo DRS shares gained 34% in the quarter.
The bottom three contributors to returns were Cardlytics (-62%), Alarm.com Holdings (-12%), and Clarus (-52%). Cardlytics provides an advertising platform driven by unique access to debit and credit card data provided by its banking partner. The company and its stock have been hit from several angles. The broad slowdown in digital advertising as companies anticipate a recession clearly doesn’t help, but Cardlytics has also faced a more company-specific issue from a strategic rethink at Starbucks (one of their major advertisers) with the management change at that company. Cardlytics has also seen its founders leave the company, which is definitely something worthy of investor attention. The company is still unprofitable and many investors, including ourselves, have lost patience in the company’s promising platform (we exited our position in January). Competitive intensity in the smart home security industry and the perception of risk, overall, is rising for Alarm.com. Home security frenemy Vivint announced it would stop paying license fees to Alarm.com, immediately. Vivint has been paying those license fees for over a decade and Alarm.com is pursuing the legal actions necessary to collect, but the announcement of an unexpected $24 million, high margin hit to next-year’s results, sent shares lower. Vivint also announced it was being acquired by NRG, an energy business looking to beef up subscription revenue and deepen relationships with homeowners. Add on rising recession fears, inflation and supply chain challenges impacting its hardware profitability, and falling software valuations and Alarm.com’s stock has hit a rough patch. In our view, the business continues to perform well and its prospects are bright. Clarus is a holding company that buys and builds “super-fan” outdoor brands. Its best known asset is the rock climbing and mountaineering brand Black Diamond. In hindsight, perhaps we should have waited for a larger margin of safety with our initial purchase and subsequent small addition. While we believe the company’s strategy is sound and management is a good steward of its outdoor brands, the macro realities
13 | Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 10/29/2018. The benchmark is the Russell 2000 Growth Total Return Index. |
14 | 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, 2023 (Unaudited)
of falling consumer savings rates, full employment, input cost environment, and rising recession risks are expected to weigh on Clarus and other consumer discretionary businesses in the near term. The company has lowered guidance on several occasions and brought in new management to navigate its path forward.
PASSIVE ETF PERFORMANCE AND COMMENTARY
Motley Fool 100 Index ETF
The Motley Fool 100 Index ETF increased 22.71% during the fiscal year ended August 31, 2023. During the same period, the Motley Fool 100 Index, which the Motley Fool 100 Index ETF is designed to track, increased 23.37% and the S&P 500 Total Return Index increased 15.94%. Cumulatively since inception, the Motley Fool 100 Index ETF returned 112.33%. Over that period, the Motley Fool 100 Index returned 118.41% and the S&P 500 Index returned 74.36%.15
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 fiscal year ended August 31, 2023 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.16 The Motley Fool 100 Index has historically had, and continued through the fiscal year ended August 31, 2023 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 the Motley Fool 100 Index’s overall performance.
The top three contributors17 to the Motley Fool 100 Index ETF’s performance were NVIDIA (+227%), Microsoft (+27%) and Apple (+20%). These three companies had a combined average portfolio weight during the fiscal year of more than 28%. The bottom three contributors were CVS Health (-32%), The Walt Disney Company (-25%), and Tesla (-6%). These three companies had a combined average portfolio weight during the fiscal year of a bit over 5%.
Over the fiscal year ended August 31, 2023, nearly 1 in 3 holdings detracted from returns. However, the ETF’s large weighting in the largest market capitalization stocks and to the Information Technology and Communication Services sectors overcame this headwind and drove its outperformance versus the S&P 500 Index.
Motley Fool Next Index ETF
The Motley Fool Next Index ETF gained 5.21% during the fiscal year ended August 31, 2023. During the same period, the Motley Fool Next Index, which the Motley Fool Next Index ETF is designed to track, rose 5.76% and the Russell Midcap Growth Total Return Index increased 13.00%. Cumulatively since the ETF’s inception, the Motley Fool Next Index ETF returned -20.96%, the Motley Fool Next Index returned -20.39% and the Russell Midcap Growth Total Return Index returned -15.72%.18
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 fiscal year ended August 31, 2023 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.19
15 | 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 8/31/2023 was 22.63%, and since inception, was 14.42% annualized. Inception of the Motley Fool 100 Index ETF was 1/29/2018. |
16 | 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/ |
17 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
18 | Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool Next Index ETF for the year ended 8/31/2023 was 5.39%, and since inception was -13.13% annualized. Inception of the Motley Fool Next Index ETF was 12/30/2021. |
19 | Motley Fool Asset Management, LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool Next Index. To learn more about the index, see its website: https://foolindices.com/fool-next/methodology/ |
Motley Fool ASSET MANAGEMENT ETFS
Letter to Shareholders (Continued)
AUGUST 31, 2023 (Unaudited)
The top three contributors to the Motley Fool Next Index ETF’s performance were Fair Isaac (+101%), HubSpot (+62%) and Exact Sciences (+135%). These three companies had a combined average portfolio weight during the fiscal year of 3%. The bottom three contributors were Warner Brothers Discovery (-28%), EPAM Systems (-39%), and SVB Financial Group (-100%). These three companies had a combined average portfolio weight during the fiscal year just shy of 3%.
The Motley Fool Next Index had larger than benchmark exposure to the strongest two performing sectors, Consumer Discretionary and Industrials, which helped performance. However, stock selection in the Consumer Discretionary and Information Technology sectors overtook that tailwind and led to underperformance during the year ended August 31, 2023. The ETF reflected these relative positions and performance suffered accordingly.
Motley Fool Capital Efficiency 100 Index ETF
The Motley Fool Capital Efficiency 100 Index ETF rose 24.81% over the fiscal year ended August 31, 2023. During the same period, the Motley Fool Capital Efficiency 100 Index, which the Motley Fool Capital Efficiency 100 Index ETF is designed to track, increased 25.52% and the S&P 500 Total Return Index advanced 15.94%. Cumulatively since inception, the Motley Fool Capital Efficiency 100 Index ETF returned -2.45%. Over that period, the Motley Fool Capital Efficiency 100 Index returned -2.08% and the S&P 500 Index returned -1.82%.20
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 fiscal year ended August 31, 2023 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 US companies, measured by a company’s capital efficiency, that have been recommended The Motley Fool, LLC’s analysts and newsletters.21 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 contributors22 to the Motley Fool Capital Efficiency Index ETF’s performance were Meta Platforms (+82%), Broadcom (+90%) and Mastercard (+28%). These three companies had a combined average portfolio weight during the fiscal year of greater than 13%. The bottom three contributors were UnitedHealth Group (-7%), Advanced Micro Devices (-25%), and NVIDIA (-17%). These three companies had a combined average portfolio weight during the fiscal year of nearly 6%.
The Motley Fool Capital Efficiency 100 Index was overweight in the Information Technology sector, which performed well during the fiscal year ended August 31, 2023. However, the stock selection within the Information Technology sector detracted from performance. The ETF reflected these same phenomena.
20 | 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 year ended 8/31/2023 was 24.99%, and since inception, was -2.34% annualized. Inception of the Motley Fool Capital Efficiency 100 Index ETF was 12/30/2021. |
21 | Motley Fool Asset Management, LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool Capital Efficiency 100 Index. To learn more about the index, see its website: https://foolindices.com/fool-capital-efficiency/methodology/ |
22 | 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, 2023 (Unaudited)
THANKFUL AND HOPEFULLY DESERVING
Quality ownership and patient capital are enablers of long-term success. But they’re so rare that they actually represent a competitive advantage. Yes, that’s a role you play in our joint long-term success. I hope that fact is empowering.
I’m not sure if Motley Fool Asset Management is an opera, a rock concert, or a Taylor Swift cover band, but we’re glad you’ve self-selected to be here. If you get the shareholders you deserve, we feel like we belong together.23
We remain thankful for and humbled by your trust.
Onward,
Bryan Hinmon
Chief Investment Officer, Motley Fool Asset Management, LLC
Disclosures
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 and may lose money, including 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.
This 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 this 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 any of the Funds. The opinions of the Adviser with respect to those securities may change at any time.
23 | 50,000 bonus points if you made it all the way to the end of this letter and picked up on the reference to Taylor Swift’s fun and delightfully innocent 2008 hit “You Belong With Me.” |
Motley Fool GLOBAL OPPORTUNITIES ETF
Portfolio Characteristics
(Unaudited)
Average Annual Total Returns for the periods ended august 31, 2023 |
| One Year | Five Years | Since Inception | Inception Date |
Motley Fool Global Opportunities ETF (at NAV)* | 11.24% | 6.80% | 8.56% | 6/17/2014 |
Motley Fool Global Opportunities ETF (at Market Price) | 11.19% | N/A | -7.93% | |
FTSE Global All Cap Net Tax Index** | 13.96% | 7.46% | 7.51%(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. 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, 2023. Portfolio holdings are subject to change without notice.
Top Ten Holdings | % OF NET Assets |
Mastercard, Inc., Class A | 6.5% |
Amazon.com, Inc. | 5.8 |
ICON PLC | 5.0 |
Watsco, Inc. | 4.9 |
Alphabet, Inc., Class C | 4.6 |
Axon Enterprise, Inc. | 4.0 |
Waste Connections, Inc. | 3.9 |
MercadoLibre, Inc. | 3.6 |
International Container Terminal Services, Inc. | 3.6 |
Atlassian Corp. | 3.5 |
| 45.4% |
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 | 20.4% |
Information Technology | 20.2 |
Consumer Discretionary | 15.2 |
Communication Services | 12.7 |
Financials | 11.7 |
Health Care | 7.3 |
Real Estate | 7.0 |
Consumer Staples | 2.3 |
| 96.8% |
Top ten Countries | % OF Net Assets |
United States* | 53.9% |
Canada | 7.8 |
Ireland | 7.3 |
Argentina | 3.6 |
Philippines | 3.6 |
Spain | 3.3 |
Taiwan | 3.2 |
China | 3.1 |
United Kingdom | 3.0 |
Georgia | 2.7 |
| 91.5% |
* | As of the date of this report, the Fund had a holding of 2.7% 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, 2023 |
| One Year | Five Years | Since Inception | Inception Date |
Motley Fool Mid-Cap Growth ETF (at NAV)* | 8.58% | 3.70% | 7.53% | 6/17/2014 |
Motley Fool Mid-Cap Growth ETF (at Market Price) | 8.65% | N/A | -8.77% | |
Russell MidCap® Growth Total Return Index** | 13.00% | 7.95% | 9.90%(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. 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.
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.
Motley Fool MID-CAP GROWTH ETF
Portfolio Characteristics (Concluded)
(Unaudited)
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, 2023.Portfolio holdings are subject to change without notice.
Top ten Holdings | % OF Net Assets |
Axon Enterprise, Inc. | 5.9% |
Brown & Brown, Inc. | 5.8 |
Watsco, Inc. | 4.6 |
Broadridge Financial Solutions, Inc. | 4.6 |
Markel Corp. | 4.4 |
Tyler Technologies, Inc. | 4.4 |
Fastenal Co. | 4.4 |
SBA Communications Corp. | 4.0 |
Paylocity Holding Corp. | 3.9 |
Gentex Corp | 3.8 |
| 45.8% |
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 | 23.8% |
Industrials | 20.0 |
Financials | 18.7 |
Health Care | 13.1 |
Consumer Discretionary | 11.9 |
Real Estate | 9.2 |
Materials | 2.3 |
| 99.0% |
Motley Fool 100 Index ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023 |
| One Year | Five Years | Since Inception | Inception Date |
Motley Fool 100 Index ETF (at NAV) | 22.71% | 13.96% | 14.43% | 1/29/2018 |
Motley Fool 100 Index ETF (at Market Price) | 22.63% | 13.91% | 14.42% | |
Motley Fool 100 Index* | 23.37% | 14.55% | 15.01%(1) | — |
S&P 500© Total Return Index** | 15.94% | 11.12% | 10.46%(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. 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 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, 2023. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Apple, Inc. | 13.6% |
Microsoft Corp. | 11.3 |
Alphabet, Inc., Class C | 8.0 |
Amazon.com, Inc. | 6.5 |
NVIDIA Corp. | 5.6 |
Tesla, Inc. | 3.8 |
Berkshire Hathaway, Inc., Class B | 3.6 |
Meta Platforms, Inc., Class A | 3.5 |
Visa, Inc., Class A | 2.3 |
Johnson & Johnson | 2.1 |
| 60.3% |
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 | 46.3% |
Communication Services | 14.8 |
Consumer Discretionary | 14.8 |
Health Care | 9.5 |
Financials | 7.2 |
Industrials | 3.4 |
Consumer Staples | 1.4 |
Real Estate | 1.1 |
Materials | 0.6 |
Utilities | 0.6 |
Energy | 0.2 |
| 99.9% |
MOTLEY FOOL SMALL-CAP GROWTH ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023 |
| One Year | Three Years | Since Inception | Inception Date |
Motley Fool Small-Cap Growth ETF (at NAV) | 16.13% | -0.98% | 10.25% | 10/29/2018 |
Motley Fool Small-Cap Growth ETF (at Market Price) | 16.21% | -1.06% | 10.25% | |
Russell 2000 Growth Total Return® Index* | 6.78% | 2.67% | 6.65%(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, 2023. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Goosehead Insurance, Inc., Class A | 4.8% |
Alarm.com Holdings, Inc. | 4.7 |
Q2 Holdings, Inc. | 4.3 |
Live Oak Bancshares, Inc. | 3.7 |
Smartsheet, Inc., Class A | 3.6 |
Inari Medical, Inc. | 3.5 |
Gentex Corp. | 3.5 |
Howard Hughes Holdings, Inc. | 3.4 |
Globus Medical, Inc., Class A | 3.3 |
GXO Logistics, Inc. | 3.1 |
| 37.9% |
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 |
Health Care | 23.8% |
Industrials | 21.1 |
Information Technology | 16.7 |
Financials | 11.0 |
Consumer Discretionary | 8.3 |
Real Estate | 6.0 |
Energy | 2.9 |
Consumer Staples | 1.7 |
Materials | 0.9 |
| 92.4% |
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023 |
| One Year | Since Inception | Inception Date |
Motley Fool Capital Efficiency 100 Index ETF (at NAV) | 24.81% | -2.45% | 12/30/2021 |
Motley Fool Captial Efficiency 100 Index ETF (at Market Price) | 24.99% | -2.34% | |
Motley Fool Capital Efficiency 100 Index* | 25.52% | -2.08%(1) | — |
S&P 500© Total Return Index** | 15.94% | -1.82%(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, 2023. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Alphabet, Inc., Class C | 5.3% |
Amazon.com, Inc. | 5.3 |
Visa, Inc., Class A | 5.2 |
Meta Platforms, Inc., Class A | 5.1 |
Mastercard, Inc., Class A | 5.1 |
UnitedHealth Group, Inc. | 5.0 |
Apple, Inc. | 4.9 |
Johnson & Johnson | 4.8 |
Home Depot, Inc., (The) | 4.7 |
Microsoft Corp. | 4.6 |
| 50.0% |
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 | 42.9% |
Health Care | 18.2 |
Communication Services | 14.3 |
Consumer Discretionary | 13.1 |
Industrials | 5.2 |
Consumer Staples | 3.7 |
Materials | 1.7 |
Financials | 0.5 |
| 99.6% |
MOTLEY FOOL NEXT INDEX ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023 |
| One Year | Since Inception | Inception Date |
Motley Fool Next Index ETF (at NAV) | 5.21% | -13.15% | 12/30/2021 |
Motley Fool Next Index ETF (at Market Price) | 5.39% | -13.13% | |
Motley Fool Next Index* | 5.76% | -12.77%(1) | — |
Russell Midcap® Growth Total Return Index** | 13.00% | -9.74%(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, 2023. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Corning, Inc. | 1.8% |
Gartner, Inc. | 1.8 |
HubSpot, Inc. | 1.7 |
MongoDB, Inc. | 1.7 |
Nasdaq, Inc. | 1.7 |
Alnylam Pharmaceuticals, Inc. | 1.6 |
Take-Two Interactive Software, Inc. | 1.5 |
Tractor Supply Co. | 1.5 |
Fair Isaac Corp. | 1.4 |
McCormick & Co., Inc. | 1.4 |
| 16.1% |
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 | 35.6% |
Consumer Discretionary | 16.0 |
Industrials | 13.3 |
Health Care | 12.4 |
Financials | 8.8 |
Communication Services | 6.7 |
Consumer Staples | 4.4 |
Real Estate | 1.4 |
Materials | 1.1 |
Energy | 0.2 |
| 99.9% |
Motley Fool Asset Management ETFs
Fund Expense Examples
AUGUST 31, 2023 (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, 2023 through August 31, 2023, 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, 2023 (UNAUDITED)
| | Beginning Account Value March 1, 2023 | | | Ending Account Value August 31, 2023 | | | 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 | | | $ 1,104.50 | | | $ 4.51 | | | 0.85% | | | 10.45% | |
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 | | | $ 1,086.00 | | | $ 4.47 | | | 0.85% | | | 8.60% | |
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 | | | $ 1,263.80 | | | $ 2.85 | | | 0.50% | | | 26.38% | |
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 | | | $ 1,098.20 | | | $ 4.50 | | | 0.85% | | | 9.82% | |
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 | | | $ 1,242.30 | | | $ 2.83 | | | 0.50% | | | 24.23% | |
Hypothetical (5% return before expenses) | | 1,000.00 | | | 1,022.68 | | | 2.55 | | | 0.50% | | | N/A | |
Motley Fool Next Index ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ 1,000.00 | | | $ 1,034.20 | | | $ 2.56 | | | 0.50% | | | 3.42% | |
Hypothetical (5% return before expenses) | | 1,000.00 | | | 1,022.68 | | | 2.55 | | | 0.50% | | | N/A | |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2023 through August 31, 2023, 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. |
Motley Fool global opportunities ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (NOTE 1) | |
| | | | | | | | |
Common Stocks — 96.8% | | | | | | | | |
Aerospace & Defense — 4.0% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 81,690 | | | $ | 17,392,618 | |
Banks — 4.3% | | | | | | | | |
Bank of Georgia Group PLC (Georgia) | | | 183,461 | | | | 8,099,439 | |
HDFC Bank., Ltd., (India)ADR | | | 166,348 | | | | 10,365,144 | |
| | | | | | | 18,464,583 | |
Capital Markets — 4.8% | | | | | | | | |
Brookfield Asset Management Ltd. (Canada)(a)ADR | | | 58,725 | | | | 2,028,949 | |
Brookfield Corp. (Canada) | | | 234,854 | | | | 8,010,870 | |
Georgia Capital PLC (Georgia)* | | | 282,828 | | | | 3,482,547 | |
MSCI, Inc. (United States) | | | 13,020 | | | | 7,077,932 | |
| | | | | | | 20,600,298 | |
Commercial Services & Supplies — 3.9% | | | | | | | | |
Waste Connections, Inc. (Canada)ADR | | | 122,408 | | | | 16,768,672 | |
Diversified Telecommunication Services — 3.3% | | | | | | | | |
Cellnex Telecom SA (Spain)(b) | | | 370,876 | | | | 14,196,249 | |
Entertainment — 2.4% | | | | | | | | |
Universal Music Group NV (Netherlands) | | | 418,580 | | | | 10,389,495 | |
Equity Real Estate Investment Trusts (REITs) — 5.8% | | | | | | | | |
American Tower Corp. (United States) | | | 35,592 | | | | 6,453,541 | |
Equinix, Inc. (United States) | | | 15,800 | | | | 12,345,804 | |
SBA Communications Corp. (United States) | | | 28,108 | | | | 6,311,089 | |
| | | | | | | 25,110,434 | |
Food & Staples Retailing — 2.3% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 18,235 | | | | 10,016,121 | |
Health Care Equipment & Supplies — 2.2% | | | | | | | | |
Medtronic PLC (Ireland)ADR | | | 116,242 | | | | 9,473,723 | |
Health Care Providers & Services 0.0% | | | | | | | | |
NMC Health PLC (United Arab Emirates)(c)* | | | 485,482 | | | | — | |
Hotels, Restaurants & Leisure — 5.8% | | | | | | | | |
Starbucks Corp. (United States) | | | 122,408 | | | | 11,927,436 | |
Yum China Holdings, Inc. (China) | | | 244,319 | | | | 13,117,487 | |
| | | | | | | 25,044,923 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool global opportunities ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (NOTE 1) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Insurance — 2.6% | | | | | | | | |
Aon PLC (United Kingdom)ADR | | | 34,060 | | | $ | 11,355,263 | |
Interactive Media & Services — 4.6% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 142,960 | | | | 19,635,556 | |
Internet & Direct Marketing Retail — 9.4% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 180,342 | | | | 24,888,999 | |
MercadoLibre, Inc. (Argentina)(a)* | | | 11,363 | | | | 15,594,127 | |
| | | | | | | 40,483,126 | |
IT Services — 7.5% | | | | | | | | |
Mastercard, Inc., Class A (United States) | | | 67,882 | | | | 28,010,828 | |
PayPal Holdings, Inc. (United States)* | | | 69,420 | | | | 4,339,444 | |
| | | | | | | 32,350,272 | |
Life Sciences Tools & Services — 5.1% | | | | | | | | |
ICON PLC (Ireland)*ADR | | | 83,528 | | | | 21,712,268 | |
Machinery — 0.4% | | | | | | | | |
FANUC Corp. (Japan) | | | 63,200 | | | | 1,803,977 | |
Media — 2.3% | | | | | | | | |
Comcast Corp., Class A (United States) | | | 185,466 | | | | 8,672,390 | |
System1 Group PLC (United Kingdom)* | | | 508,946 | | | | 1,334,598 | |
| | | | | | | 10,006,988 | |
Real Estate Management & Development — 1.2% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 28,916 | | | | 4,996,685 | |
Road & Rail — 1.7% | | | | | | | | |
Canadian National Railway Co. (Canada)ADR(a) | | | 64,082 | | | | 7,216,274 | |
Semiconductors & Semiconductor Equipment — 3.2% | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd., (Taiwan) SP ADR | | | 145,118 | | | | 13,578,691 | |
Software — 9.5% | | | | | | | | |
Atlassian Corp. (United States)* | | | 74,195 | | | | 15,140,232 | |
Everbridge, Inc. (United States)* | | | 89,644 | | | | 2,224,068 | |
Paycom Software, Inc. (United States) | | | 29,272 | | | | 8,630,556 | |
Salesforce.com, Inc. (United States)* | | | 45,392 | | | | 10,052,512 | |
Splunk, Inc. (United States)* | | | 41,080 | | | | 4,981,362 | |
| | | | | | | 41,028,730 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool global opportunities ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (NOTE 1) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Trading Companies & Distributors — 6.8% | | | | | | | | |
Fastenal Co. (United States) | | | 144,662 | | | $ | 8,329,638 | |
Watsco, Inc. (United States)(a) | | | 57,424 | | | | 20,933,919 | |
| | | | | | | 29,263,557 | |
Transportation Infrastructure — 3.6% | | | | | | | | |
International Container Terminal Services, Inc. (Philippines) | | | 4,173,619 | | | | 15,273,293 | |
Wireless Telecommunication Services — 0.1% | | | | | | | | |
Safaricom Ltd., PLC (Kenya) | | | 4,000,000 | | | | 423,368 | |
Total Common Stocks (Cost $228,541,128) | | | | | | | 416,585,164 | |
| | | | | | | | |
Investment Purchased with Proceeds from Securities Lending Collateral — 9.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46% | | | 39,874,840 | | | | 39,874,840 | |
Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $39,874,840) | | | | | | | 39,874,840 | |
| | | | | | | | |
Short-Term Investment — 2.7% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(d) | | | 11,407,238 | | | | 11,407,238 | |
Total Short-Term Investment (Cost $11,407,238) | | | | | | | 11,407,238 | |
| | | | | | | | |
Total Investments (Cost $279,823,206) — 108.8% | | | | | | | 467,867,242 | |
Liabilities in Excess of Other Assets — (8.8)% | | | | | | | (37,901,258 | ) |
NET ASSETS — 100.0% | | | | | | $ | 429,965,984 | |
(Applicable to 15,718,873 shares outstanding) | | | | | | | | |
* | 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 $39,407,010. |
(b) | 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, 2023, total market value of Rule 144A securities is $14,196,249 and represents 3.3% of net assets. |
(c) | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $0 or 0.0% of net assets. |
(d) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks — 99.0% | | | | | | | | |
Aerospace & Defense — 6.0% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 54,301 | | | $ | 11,561,226 | |
Air Freight & Logistics — 2.5% | | | | | | | | |
GXO Logistics, Inc. (United States)(a)* | | | 75,937 | | | | 4,857,690 | |
Auto Components — 6.5% | | | | | | | | |
Gentex Corp. (United States) | | | 227,791 | | | | 7,439,654 | |
LCI Industries (United States)(a) | | | 42,114 | | | | 5,276,042 | |
| | | | | | | 12,715,696 | |
Automobiles — 3.0% | | | | | | | | |
Thor Industries, Inc. (United States)(a) | | | 55,100 | | | | 5,775,582 | |
Biotechnology — 4.0% | | | | | | | | |
BioMarin Pharmaceutical, Inc. (United States)* | | | 42,000 | | | | 3,837,960 | |
Ultragenyx Pharmaceutical, Inc. (United States)(a)* | | | 104,484 | | | | 3,843,966 | |
| | | | | | | 7,681,926 | |
Capital Markets — 6.6% | | | | | | | | |
Morningstar, Inc. (United States) | | | 15,520 | | | | 3,611,038 | |
MSCI, Inc. (United States) | | | 5,660 | | | | 3,076,889 | |
StoneX Group, Inc. (United States)* | | | 65,738 | | | | 6,171,483 | |
| | | | | | | 12,859,410 | |
Chemicals — 2.3% | | | | | | | | |
Eastman Chemical Co. (United States) | | | 52,942 | | | | 4,500,599 | |
Equity Real Estate Investment Trusts (REITs) — 5.9% | | | | | | | | |
Alexandria Real Estate Equities, Inc. (United States) | | | 32,896 | | | | 3,827,121 | |
SBA Communications Corp. (United States) | | | 34,200 | | | | 7,678,926 | |
| | | | | | | 11,506,047 | |
Ground Transportation — 2.6% | | | | | | | | |
RXO, Inc. (United States)* | | | 278,485 | | | | 5,035,009 | |
Health Care Equipment & Supplies — 3.6% | | | | | | | | |
Cooper Companies, Inc., (The) (United States) | | | 18,922 | | | | 7,000,951 | |
Health Care Providers & Services — 2.9% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 84,658 | | | | 5,718,648 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Insurance — 12.0% | | | | | | | | |
Brown & Brown, Inc. (United States) | | | 151,852 | | | $ | 11,252,233 | |
Goosehead Insurance, Inc., Class A (United States)(a)* | | | 49,954 | | | | 3,489,786 | |
Markel Corp. (United States)* | | | 5,848 | | | | 8,648,724 | |
| | | | | | | 23,390,743 | |
IT Services — 4.6% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 48,297 | | | | 8,993,384 | |
Life Sciences Tools & Services — 2.6% | | | | | | | | |
Waters Corp. (United States)* | | | 17,884 | | | | 5,021,827 | |
Real Estate Management & Development — 3.3% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 36,878 | | | | 6,372,518 | |
Software — 19.2% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 103,973 | | | | 6,089,699 | |
ANSYS, Inc. (United States)* | | | 11,704 | | | | 3,732,054 | |
Paycom Software, Inc. (United States) | | | 17,032 | | | | 5,021,715 | |
Paylocity Holding Corp. (United States)* | | | 37,441 | | | | 7,506,921 | |
Splunk, Inc. (United States)* | | | 51,682 | | | | 6,266,960 | |
Tyler Technologies, Inc. (United States)* | | | 21,600 | | | | 8,606,089 | |
| | | | | | | 37,223,438 | |
Specialty Retail — 2.4% | | | | | | | | |
Tractor Supply Co. (United States)(a) | | | 21,292 | | | | 4,652,302 | |
Trading Companies & Distributors — 9.0% | | | | | | | | |
Fastenal Co. (United States) | | | 146,922 | | | | 8,459,769 | |
Watsco, Inc. (United States)(a) | | | 24,708 | | | | 9,007,301 | |
| | | | | | | 17,467,070 | |
Total Common Stocks (Cost $108,732,548) | | | | | | | 192,334,066 | |
| | | | | | | | |
Investment Purchased with Proceeds from Securities Lending Collateral — 13.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46% | | | 25,256,724 | | | | 25,256,724 | |
Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $25,256,724) | | | | | | | 25,256,724 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool mid-cap growth ETF
Schedule of Investments (CONCLUDED)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Short-Term Investment — 1.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States) (b) | | | 1,999,916 | | | $ | 1,999,916 | |
Total Short-Term Investment (Cost $1,999,916) | | | | | | | 1,999,916 | |
| | | | | | | | |
Total Investments (Cost $135,989,188) — 113.0% | | | | | | | 219,590,706 | |
Liabilities in Excess of Other Assets — (13.0)% | | | | | | | (25,244,969 | ) |
NET ASSETS — 100.0% | | | | | | $ | 194,345,737 | |
(Applicable to 7,892,511 shares outstanding) | | | | | | | | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $24,600,703. |
(b) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks — 99.9% | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | |
TransDigm Group, Inc. (United States)* | | | 1,372 | | | $ | 1,240,082 | |
Air Freight & Logistics — 0.3% | | | | | | | | |
FedEx Corp. (United States) | | | 6,377 | | | | 1,664,525 | |
Automobiles — 3.8% | | | | | | | | |
Tesla, Inc. (United States)* | | | 80,275 | | | | 20,717,372 | |
Banks — 2.0% | | | | | | | | |
JPMorgan Chase & Co. (United States) | | | 74,521 | | | | 10,904,658 | |
Beverages — 0.3% | | | | | | | | |
Monster Beverage Corp. (United States)* | | | 26,561 | | | | 1,524,867 | |
Biotechnology — 2.0% | | | | | | | | |
Amgen, Inc. (United States) | | | 13,641 | | | | 3,496,734 | |
Biogen, Inc. (United States)* | | | 3,642 | | | | 973,725 | |
Gilead Sciences, Inc. (United States) | | | 31,633 | | | | 2,419,292 | |
Moderna, Inc. (United States)* | | | 9,658 | | | | 1,092,030 | |
Seagen, Inc. (United States)* | | | 4,726 | | | | 973,887 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 6,525 | | | | 2,272,919 | |
| | | | | | | 11,228,587 | |
Broadline Retail — 0.2% | | | | | | | | |
Coupang, Inc. (United States)* | | | 45,142 | | | | 856,795 | |
Capital Markets — 1.4% | | | | | | | | |
Charles Schwab Corp., (The) (United States) | | | 46,233 | | | | 2,734,682 | |
CME Group, Inc. (United States) | | | 9,121 | | | | 1,848,644 | |
Intercontinental Exchange, Inc. (United States) | | | 14,182 | | | | 1,673,334 | |
Moody’s Corp. (United States) | | | 4,630 | | | | 1,559,384 | |
| | | | | | | 7,816,044 | |
Chemicals — 0.6% | | | | | | | | |
Ecolab, Inc. (United States) | | | 7,204 | | | | 1,324,167 | |
Sherwin-Williams Co., (The) (United States) | | | 6,535 | | | | 1,775,690 | |
| | | | | | | 3,099,857 | |
Commercial Services & Supplies — 0.7% | | | | | | | | |
Cintas Corp. (United States) | | | 2,552 | | | | 1,286,642 | |
Copart, Inc. (United States)* | | | 24,156 | | | | 1,082,913 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Commercial Services & Supplies (continued) |
Waste Management, Inc. (United States) | | | 10,308 | | | $ | 1,616,088 | |
| | | | | | | 3,985,643 | |
Communications Equipment — 0.3% | | | | | | | | |
Arista Networks, Inc. (United States)* | | | 7,798 | | | | 1,522,404 | |
Diversified Financial Services — 3.6% | | | | | | | | |
Berkshire Hathaway, Inc., Class B (United States)* | | | 55,366 | | | | 19,942,833 | |
Electric Utilities — 0.6% | | | | | | | | |
NextEra Energy, Inc. (United States) | | | 51,357 | | | | 3,430,648 | |
Entertainment — 2.3% | | | | | | | | |
Activision Blizzard, Inc. (United States) | | | 19,931 | | | | 1,833,453 | |
Electronic Arts, Inc. (United States) | | | 6,919 | | | | 830,142 | |
Netflix, Inc. (United States)* | | | 11,272 | | | | 4,888,441 | |
ROBLOX Corp., Class A (United States)* | | | 15,490 | | | | 438,212 | |
Walt Disney Co., (The) (United States)* | | | 46,361 | | | | 3,879,488 | |
Warner Bros Discovery, Inc. (United States)(a)* | | | 61,806 | | | | 812,131 | |
| | | | | | | 12,681,867 | |
Equity Real Estate Investment Trusts (REITs) — 1.1% | | | | | | | | |
American Tower Corp. (United States) | | | 11,817 | | | | 2,142,658 | |
Crown Castle International Corp. (United States) | | | 10,981 | | | | 1,103,591 | |
Digital Realty Trust, Inc. (United States) | | | 7,362 | | | | 969,723 | |
Equinix, Inc. (United States) | | | 2,357 | | | | 1,841,713 | |
| | | | | | | 6,057,685 | |
Food & Staples Retailing — 1.1% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 11,239 | | | | 6,173,358 | |
Health Care Equipment & Supplies — 1.5% | | | | | | | | |
Align Technology, Inc. (United States)* | | | 1,919 | | | | 710,299 | |
Becton Dickinson and Co. (United States) | | | 7,188 | | | | 2,008,687 | |
Dexcom, Inc. (United States)* | | | 9,819 | | | | 991,523 | |
IDEXX Laboratories, Inc. (United States)* | | | 2,074 | | | | 1,060,664 | |
Intuitive Surgical, Inc. (United States)* | | | 8,867 | | | | 2,772,534 | |
ResMed, Inc. (United States) | | | 3,730 | | | | 595,271 | |
| | | | | | | 8,138,978 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Health Care Providers & Services — 3.0% | | | | | | | | |
CVS Health Corp. (United States) | | | 32,525 | | | $ | 2,119,654 | |
HCA Healthcare, Inc. (United States) | | | 6,963 | | | | 1,930,840 | |
McKesson Corp. (United States) | | | 3,412 | | | | 1,406,836 | |
UnitedHealth Group, Inc. (United States) | | | 23,610 | | | | 11,252,054 | |
| | | | | | | 16,709,384 | |
Health Care Technology — 0.2% | | | | | | | | |
Veeva Systems, Inc., Class A (United States)* | | | 4,043 | | | | 843,774 | |
Hotels, Restaurants & Leisure — 2.0% | | | | | | | | |
Airbnb, Inc., Class A (United States)* | | | 15,989 | | | | 2,103,353 | |
Booking Holdings, Inc. (United States)* | | | 934 | | | | 2,900,098 | |
Chipotle Mexican Grill, Inc. (United States)* | | | 689 | | | | 1,327,455 | |
Marriott International, Inc., Class A (United States) | | | 7,690 | | | | 1,564,992 | |
Starbucks Corp. (United States) | | | 29,097 | | | | 2,835,212 | |
| | | | | | | 10,731,110 | |
Industrial Conglomerates — 0.5% | | | | | | | | |
3M Co. (United States) | | | 13,987 | | | | 1,491,993 | |
Roper Technologies, Inc. (United States) | | | 2,701 | | | | 1,347,961 | |
| | | | | | | 2,839,954 | |
Insurance — 0.2% | | | | | | | | |
Aflac, Inc. (United States)(a) | | | 15,353 | | | | 1,144,873 | |
Interactive Media & Services — 11.5% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 320,845 | | | | 44,068,061 | |
Meta Platforms, Inc., Class A (United States)* | | | 64,907 | | | | 19,205,332 | |
| | | | | | | 63,273,393 | |
Internet & Direct Marketing Retail — 6.6% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 259,870 | | | | 35,864,659 | |
eBay, Inc. (United States) | | | 13,549 | | | | 606,724 | |
| | | | | | | 36,471,383 | |
IT Services — 5.1% | | | | | | | | |
Cloudflare, Inc., Class A (United States)(a)* | | | 8,394 | | | | 545,862 | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 12,798 | | | | 916,465 | |
Mastercard, Inc., Class A (United States) | | | 24,038 | | | | 9,919,040 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
IT Services (continued) |
PayPal Holdings, Inc. (United States)* | | | 28,330 | | | $ | 1,770,908 | |
Snowflake, Inc., Class A (United States)* | | | 8,251 | | | | 1,294,169 | |
Block, Inc., Class A (United States)* | | | 15,437 | | | | 889,943 | |
Visa, Inc., Class A (United States)(a) | | | 52,003 | | | | 12,776,097 | |
| | | | | | | 28,112,484 | |
Life Sciences Tools & Services — 0.1% | | | | | | | | |
Illumina, Inc. (United States)(a)* | | | 3,992 | | | | 659,558 | |
Machinery — 0.2% | | | | | | | | |
Cummins, Inc. (United States) | | | 3,566 | | | | 820,323 | |
Media — 0.2% | | | | | | | | |
Trade Desk, Inc., (The) Class A (United States)(a)* | | | 12,382 | | | | 990,931 | |
Oil, Gas & Consumable Fuels — 0.2% | | | | | | | | |
Kinder Morgan, Inc. (United States) | | | 56,927 | | | | 980,283 | |
Pharmaceuticals — 2.7% | | | | | | | | |
Bristol-Myers Squibb Co. (United States) | | | 53,795 | | | | 3,316,462 | |
Johnson & Johnson (United States) | | | 71,351 | | | | 11,536,030 | |
| | | | | | | 14,852,492 | |
Professional Services — 0.2% | | | | | | | | |
CoStar Group, Inc. (United States)* | | | 10,349 | | | | 848,515 | |
Road & Rail — 1.3% | | | | | | | | |
Old Dominion Freight Line, Inc. (United States) | | | 2,774 | | | | 1,185,524 | |
Uber Technologies, Inc. (United States)* | | | 51,368 | | | | 2,426,111 | |
Union Pacific Corp. (United States) | | | 15,480 | | | | 3,414,424 | |
| | | | | | | 7,026,059 | |
Semiconductors & Semiconductor Equipment — 8.6% | | | | | | | | |
Advanced Micro Devices, Inc. (United States)* | | | 40,867 | | | | 4,320,459 | |
Broadcom, Inc. (United States) | | | 10,448 | | | | 9,642,355 | |
Lam Research Corp. (United States) | | | 3,394 | | | | 2,383,945 | |
NVIDIA Corp. (United States) | | | 62,638 | | | | 30,914,985 | |
| | | | | | | 47,261,744 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Software — 18.7% | | | | | | | | |
Adobe Systems, Inc. (United States)* | | | 11,642 | | | $ | 6,511,836 | |
Autodesk, Inc. (United States)* | | | 5,416 | | | | 1,202,027 | |
Cadence Design Systems, Inc. (United States)* | | | 6,918 | | | | 1,663,364 | |
Crowdstrike Holdings, Inc., Class A (United States)* | | | 6,005 | | | | 978,995 | |
Datadog, Inc., Class A (United States)* | | | 8,155 | | | | 786,794 | |
Fortinet, Inc. (United States)* | | | 19,908 | | | | 1,198,661 | |
Intuit, Inc. (United States) | | | 7,094 | | | | 3,843,600 | |
Microsoft Corp. (United States) | | | 188,714 | | | | 61,852,901 | |
Oracle Corp. (United States) | | | 68,512 | | | | 8,248,160 | |
Palo Alto Networks, Inc. (United States)* | | | 7,740 | | | | 1,883,142 | |
Salesforce.com, Inc. (United States)* | | | 24,724 | | | | 5,475,377 | |
ServiceNow, Inc. (United States)* | | | 5,145 | | | | 3,029,530 | |
Synopsys, Inc. (United States)* | | | 3,851 | | | | 1,767,185 | |
VMware, Inc., Class A (United States)* | | | 10,902 | | | | 1,840,040 | |
Workday, Inc., Class A (United States)* | | | 6,593 | | | | 1,611,989 | |
Zoom Video Communications, Inc., Class A (United States)* | | | 7,543 | | | | 535,778 | |
Zscaler, Inc. (United States)* | | | 3,669 | | | | 572,546 | |
| | | | | | | 103,001,925 | |
Specialty Retail — 1.5% | | | | | | | | |
Home Depot, Inc., (The) (United States) | | | 25,511 | | | | 8,426,283 | |
Technology Hardware, Storage & Peripherals — 13.6% | | | | | | | | |
Apple, Inc. (United States) | | | 398,908 | | | | 74,942,846 | |
Textiles, Apparel & Luxury Goods — 0.7% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 38,959 | | | | 3,962,520 | |
Wireless Telecommunication Services — 0.8% | | | | | | | | |
T-Mobile US, Inc. (United States)* | | | 30,468 | | | | 4,151,265 | |
Total Common Stocks (Cost $375,727,605) | | | | | | | 549,037,302 | |
| | | | | | | | |
Right — 0.0% | | | | | | | | |
Altaba, Inc. - Escrow Shares (United States)*(b) | | | 8,565 | | | | 20,813 | |
Total Rights (Cost $2,161) | | | | | | | 20,813 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Concluded)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Investment Purchased with Proceeds from Securities Lending Collateral — 2.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46% | | | 15,466,606 | | | $ | 15,466,606 | |
Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $15,466,606) | | | | | | | 15,466,606 | |
| | | | | | | | |
Short-Term Investment — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(c) | | | 284,182 | | | | 284,182 | |
Total Short-Term Investment (Cost $284,182) | | | | | | | 284,182 | |
| | | | | | | | |
Total Investments (Cost $391,480,554) — 102.8% | | | | | | | 564,808,903 | |
Liabilities in Excess of Other Assets — (2.8)% | | | | | | | (15,285,939 | ) |
NET ASSETS — 100.0% | | | | | | $ | 549,522,964 | |
(Applicable to 13,225,000 shares outstanding) | | | | | | | | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $15,126,010. |
(b) | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $20,813 or 0.0% of net assets. |
(c) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks — 92.4% | | | | | | | | |
Aerospace & Defense — 5.8% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 9,801 | | | $ | 2,086,731 | |
Leonardo DRS, Inc. (United States)(a)* | | | 123,296 | | | | 2,110,827 | |
| | | | | | | 4,197,558 | |
Air Freight & Logistics — 3.1% | | | | | | | | |
GXO Logistics, Inc. (United States)(a)* | | | 35,400 | | | | 2,264,538 | |
Auto Components — 5.6% | | | | | | | | |
Fox Factory Holding Corp. (United States)(a)* | | | 13,656 | | | | 1,513,221 | |
Gentex Corp. (United States) | | | 78,448 | | | | 2,562,112 | |
| | | | | | | 4,075,333 | |
Banks — 3.7% | | | | | | | | |
Live Oak Bancshares, Inc. (United States)(a) | | | 83,185 | | | | 2,690,203 | |
Biotechnology — 4.6% | | | | | | | | |
PTC Therapeutics, Inc. (United States)* | | | 39,000 | | | | 1,540,500 | |
Ultragenyx Pharmaceutical, Inc. (United States)(a)* | | | 50,117 | | | | 1,843,804 | |
| | | | | | | 3,384,304 | |
Building Products — 1.6% | | | | | | | | |
Trex Co., Inc. (United States)(a)* | | | 15,979 | | | | 1,140,421 | |
Capital Markets — 2.5% | | | | | | | | |
StoneX Group, Inc. (United States)* | | | 19,476 | | | | 1,828,407 | |
Chemicals — 0.9% | | | | | | | | |
Perimeter Solutions SA (Luxembourg)(a)*ADR | | | 114,795 | | | | 678,438 | |
Electronic Equipment, Instruments & Components — 1.0% | | | | | | | | |
IPG Photonics Corp. (United States)* | | | 7,000 | | | | 758,520 | |
Equity Real Estate Investment Trusts (REITs) — 2.7% | | | | | | | | |
STAG Industrial, Inc. (United States)(a) | | | 53,143 | | | | 1,941,314 | |
Ground Transportation — 3.0% | | | | | | | | |
RXO, Inc. (United States)(a)* | | | 119,208 | | | | 2,155,281 | |
Health Care Equipment & Supplies ��� 13.6% | | | | | | | | |
Globus Medical, Inc., Class A (United States)(a)* | | | 44,198 | | | | 2,391,112 | |
Inari Medical, Inc. (United States)(a)* | | | 38,674 | | | | 2,576,462 | |
Mesa Laboratories, Inc. (United States) | | | 7,700 | | | | 1,103,872 | |
Penumbra, Inc. (United States)(a)* | | | 6,285 | | | | 1,662,382 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments (CONTINUED)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Health Care Equipment & Supplies (continued) | | | | | | | | |
Shockwave Medical, Inc. (United States)* | | | 3,500 | | | $ | 771,365 | |
UFP Technologies, Inc. (United States)(a)* | | | 8,000 | | | | 1,405,680 | |
| | | | | | | 9,910,873 | |
Health Care Providers & Services — 3.1% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 33,166 | | | | 2,240,363 | |
Health Care Technology — 2.4% | | | | | | | | |
Certara, Inc. (United States)(a)* | | | 44,555 | | | | 720,009 | |
Schrodinger, Inc. (United States)(a)* | | | 28,547 | | | | 1,053,099 | |
| | | | | | | 1,773,108 | |
Insurance — 4.8% | | | | | | | | |
Goosehead Insurance, Inc., Class A (United States)(a)* | | | 50,273 | | | | 3,512,072 | |
Leisure Products — 2.7% | | | | | | | | |
Clarus Corp. (United States)(a) | | | 185,571 | | | | 1,334,255 | |
Topgolf Callaway Brands Corp. (United States)* | | | 34,654 | | | | 604,366 | |
| | | | | | | 1,938,621 | |
Machinery — 2.6% | | | | | | | | |
John Bean Technologies Corp. (United States) | | | 17,486 | | | | 1,921,886 | |
Oil, Gas & Consumable Fuels — 2.9% | | | | | | | | |
Northern Oil and Gas, Inc. (United States)(a) | | | 50,207 | | | | 2,100,159 | |
Personal Care Products — 1.7% | | | | | | | | |
BellRing Brands, Inc. (United States)* | | | 30,000 | | | | 1,245,000 | |
Real Estate Management & Development — 3.4% | | | | | | | | |
Howard Hughes Holdings, Inc. (United States)* | | | 31,396 | | | | 2,469,295 | |
Road & Rail — 2.0% | | | | | | | | |
Landstar System, Inc. (United States) | | | 7,760 | | | | 1,472,926 | |
Software — 15.6% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 58,352 | | | | 3,417,677 | |
Everbridge, Inc. (United States)* | | | 40,546 | | | | 1,005,946 | |
Paylocity Holding Corp. (United States)* | | | 6,143 | | | | 1,231,672 | |
Q2 Holdings, Inc. (United States)(a)* | | | 90,656 | | | | 3,119,473 | |
Smartsheet, Inc., Class A (United States)* | | | 62,351 | | | | 2,601,907 | |
| | | | | | | 11,376,675 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL Small-Cap Growth ETF
Schedule of Investments (Concluded)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Trading Companies & Distributors — 3.1% | | | | | | | | |
Watsco, Inc. (United States)(a) | | | 6,190 | | | $ | 2,256,565 | |
Total Common Stocks (Cost $74,095,767) | | | | | | | 67,331,860 | |
| | | | | | | | |
Investment Purchased with Proceeds from Securities Lending Collateral —42.5% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 5.46% | | | 30,954,920 | | | | 30,954,920 | |
Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $30,954,920) | | | | | | | 30,954,920 | |
| | | | | | | | |
Short-Term Investment — 9.7% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(b) | | | 7,067,833 | | | | 7,067,833 | |
Total Short-Term Investment (Cost $7,067,833) | | | | | | | 7,067,833 | |
| | | | | | | | |
Total Investments (Cost $112,118,520) — 144.6% | | | | | | | 105,354,613 | |
Liabilities in Excess of Other Assets — (44.6)% | | | | | | | (32,499,421 | ) |
NET ASSETS — 100.0% | | | | | | $ | 72,855,192 | |
(Applicable to 2,500,000 shares outstanding) | | | | | | | | |
* | Non-income producing security. |
ADR — American Depositary Receipt
(a) | All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $30,076,672. |
(b) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks — 99.6% | | | | | | | | |
Air Freight & Logistics — 0.1% | | | | | | | | |
GXO Logistics, Inc. (United States)* | | | 258 | | | $ | 16,504 | |
Beverages — 0.7% | | | | | | | | |
Boston Beer Co., Inc., (The), Class A (United States)* | | | 30 | | | | 10,963 | |
Monster Beverage Corp. (United States)* | | | 2,660 | | | | 152,711 | |
| | | | | | | 163,674 | |
Biotechnology — 4.2% | | | | | | | | |
Amgen, Inc. (United States) | | | 1,433 | | | | 367,335 | |
Biogen, Inc. (United States)* | | | 302 | | | | 80,743 | |
Gilead Sciences, Inc. (United States) | | | 3,269 | | | | 250,013 | |
Neurocrine Biosciences, Inc. (United States)* | | | 285 | | | | 31,034 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 611 | | | | 212,836 | |
| | | | | | | 941,961 | |
Capital Markets — 0.4% | | | | | | | | |
Cboe Global Markets, Inc. (United States) | | | 246 | | | | 36,829 | |
Nasdaq, Inc. (United States) | | | 1,100 | | | | 57,728 | |
PJT Partners, Inc., Class A (United States) | | | 74 | | | | 5,845 | |
| | | | | | | 100,402 | |
Chemicals — 1.7% | | | | | | | | |
Balchem Corp. (United States) | | | 74 | | | | 10,397 | |
Ecolab, Inc. (United States) | | | 683 | | | | 125,542 | |
RPM International, Inc. (United States) | | | 368 | | | | 36,704 | |
Sherwin-Williams Co., (The) (United States) | | | 800 | | | | 217,376 | |
| | | | | | | 390,019 | |
Commercial Services & Supplies — 2.0% | | | | | | | | |
Cintas Corp. (United States) | | | 319 | | | | 160,830 | |
Copart, Inc. (United States)* | | | 2,068 | | | | 92,708 | |
Rollins, Inc. (United States) | | | 1,246 | | | | 49,304 | |
Waste Management, Inc. (United States) | | | 958 | | | | 150,195 | |
| | | | | | | 453,037 | |
Communications Equipment — 0.7% | | | | | | | | |
Arista Networks, Inc. (United States)* | | | 731 | | | | 142,713 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Communications Equipment (continued) |
Ubiquiti, Inc. (United States) | | | 139 | | | $ | 24,329 | |
| | | | | | | 167,042 | |
Distributors — 0.2% | | | | | | | | |
LKQ Corp. (United States) | | | 761 | | | | 39,975 | |
Electronic Equipment, Instruments & Components — 0.2% | | | | | | | | |
Zebra Technologies Corp., Class A (United States)* | | | 135 | | | | 37,126 | |
Entertainment — 3.2% | | | | | | | | |
Activision Blizzard, Inc. (United States) | | | 1,716 | | | | 157,855 | |
Electronic Arts, Inc. (United States) | | | 676 | | | | 81,106 | |
Netflix, Inc. (United States)* | | | 1,074 | | | | 465,772 | |
World Wrestling Entertainment, Inc., Class A (United States) | | | 182 | | | | 17,572 | |
| | | | | | | 722,305 | |
Food & Staples Retailing — 2.9% | | | | | | | | |
Casey’s General Stores, Inc. (United States) | | | 116 | | | | 28,352 | |
Costco Wholesale Corp. (United States) | | | 1,130 | | | | 620,686 | |
| | | | | | | 649,038 | |
Food Products — 0.1% | | | | | | | | |
Darling Ingredients, Inc. (United States)* | | | 333 | | | | 20,566 | |
Ground Transportation — 0.0% | | | | | | | | |
RXO, Inc. (United States)* | | | 289 | | | | 5,225 | |
Health Care Equipment & Supplies — 2.3% | | | | | | | | |
Globus Medical, Inc., Class A (United States)* | | | 235 | | | | 12,714 | |
IDEXX Laboratories, Inc. (United States)* | | | 317 | | | | 162,117 | |
Insulet Corp. (United States)* | | | 161 | | | | 30,865 | |
Intuitive Surgical, Inc. (United States)* | | | 805 | | | | 251,707 | |
ResMed, Inc. (United States) | | | 413 | | | | 65,911 | |
| | | | | | | 523,314 | |
Health Care Providers & Services — 6.6% | | | | | | | | |
HCA Healthcare, Inc. (United States) | | | 817 | | | | 226,554 | |
McKesson Corp. (United States) | | | 319 | | | | 131,530 | |
UnitedHealth Group, Inc. (United States) | | | 2,352 | | | | 1,120,916 | |
| | | | | | | 1,479,000 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Health Care Technology — 0.4% | | | | | | | | |
Veeva Systems, Inc., Class A (United States)* | | | 395 | | | $ | 82,437 | |
Household Durables — 0.3% | | | | | | | | |
Meritage Homes Corp. (United States) | | | 86 | | | | 11,957 | |
NVR, Inc. (United States)* | | | 8 | | | | 51,019 | |
| | | | | | | 62,976 | |
Industrial Conglomerates — 0.6% | | | | | | | | |
3M Co. (United States) | | | 1,207 | | | | 128,751 | |
Interactive Media & Services — 10.6% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 8,706 | | | | 1,195,769 | |
Meta Platforms, Inc., Class A (United States)* | | | 3,844 | | | | 1,137,401 | |
Pinterest, Inc., Class A (United States)* | | | 1,777 | | | | 48,850 | |
| | | | | | | 2,382,020 | |
Internet & Direct Marketing Retail — 5.6% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 8,608 | | | | 1,187,990 | |
eBay, Inc. (United States) | | | 1,351 | | | | 60,498 | |
Etsy, Inc. (United States)* | | | 321 | | | | 23,616 | |
| | | | | | | 1,272,104 | |
IT Services — 11.5% | | | | | | | | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 1,424 | | | | 101,973 | |
EPAM Systems, Inc. (United States)* | | | 141 | | | | 36,518 | |
Gartner, Inc. (United States)* | | | 243 | | | | 84,972 | |
GoDaddy, Inc., Class A (United States)* | | | 436 | | | | 31,614 | |
Jack Henry & Associates, Inc. (United States) | | | 183 | | | | 28,691 | |
Mastercard, Inc., Class A (United States) | | | 2,753 | | | | 1,135,998 | |
Visa, Inc., Class A (United States) | | | 4,712 | | | | 1,157,644 | |
| | | | | | | 2,577,410 | |
Machinery — 0.3% | | | | | | | | |
Cummins, Inc. (United States) | | | 301 | | | | 69,242 | |
Tennant Co. (United States) | | | 45 | | | | 3,709 | |
| | | | | | | 72,951 | |
Media — 0.5% | | | | | | | | |
New York Times Co., (The), Class A (United States) | | | 383 | | | | 16,955 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Media (continued) |
Trade Desk, Inc., (The) Class A (United States)* | | | 1,116 | | | $ | 89,313 | |
| | | | | | | 106,268 | |
Pharmaceuticals — 4.8% | | | | | | | | |
Johnson & Johnson (United States) | | | 6,618 | | | | 1,069,998 | |
Professional Services — 0.0% | | | | | | | | |
TaskUS, Inc., Class A (United States)* | | | 217 | | | | 2,148 | |
Upwork, Inc. (United States)* | | | 276 | | | | 4,088 | |
| | | | | | | 6,236 | |
Road & Rail — 2.0% | | | | | | | | |
Old Dominion Freight Line, Inc. (United States) | | | 303 | | | | 129,493 | |
Union Pacific Corp. (United States) | | | 1,430 | | | | 315,415 | |
| | | | | | | 444,908 | |
Semiconductors & Semiconductor Equipment — 5.5% | | | | | | | | |
Broadcom, Inc. (United States) | | | 1,007 | | | | 929,350 | |
Cirrus Logic, Inc. (United States)* | | | 137 | | | | 11,239 | |
Impinj, Inc. (United States)* | | | 64 | | | | 4,260 | |
Lam Research Corp. (United States) | | | 378 | | | | 265,507 | |
Universal Display Corp. (United States) | | | 108 | | | | 17,556 | |
| | | | | | | 1,227,912 | |
Software — 20.1% | | | | | | | | |
Adobe Systems, Inc. (United States)* | | | 1,485 | | | | 830,620 | |
Alteryx, Inc., Class A (United States)* | | | 165 | | | | 4,871 | |
Appfolio, Inc., Class A (United States)* | | | 78 | | | | 15,036 | |
Autodesk, Inc. (United States)* | | | 715 | | | | 158,687 | |
Box, Inc., Class A (United States)* | | | 345 | | | | 9,136 | |
Cadence Design Systems, Inc. (United States)* | | | 801 | | | | 192,592 | |
Fair Isaac Corp. (United States)* | | | 85 | | | | 76,890 | |
Fortinet, Inc. (United States)* | | | 2,431 | | | | 146,371 | |
HubSpot, Inc. (United States)* | | | 132 | | | | 72,141 | |
Microsoft Corp. (United States) | | | 3,156 | | | | 1,034,411 | |
Nutanix, Inc., Class A (United States)* | | | 659 | | | | 20,495 | |
Oracle Corp. (United States) | | | 7,029 | | | | 846,221 | |
Palo Alto Networks, Inc. (United States)* | | | 728 | | | | 177,122 | |
Pegasystems, Inc. (United States) | | | 193 | | | | 9,584 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Software (continued) |
ServiceNow, Inc. (United States)* | | | 616 | | | $ | 362,720 | |
Synopsys, Inc. (United States)* | | | 452 | | | | 207,419 | |
VMware, Inc., Class A (United States)* | | | 1,032 | | | | 174,182 | |
Workday, Inc., Class A (United States)* | | | 713 | | | | 174,330 | |
| | | | | | | 4,512,828 | |
Specialty Retail — 5.2% | | | | | | | | |
Camping World Holdings, Inc., Class A (United States) | | | 99 | | | | 2,448 | |
Chewy, Inc., Class A (United States)* | | | 991 | | | | 23,764 | |
Home Depot, Inc., (The) (United States) | | | 3,206 | | | | 1,058,942 | |
Ulta Beauty, Inc. (United States)* | | | 139 | | | | 57,689 | |
Williams-Sonoma, Inc. (United States) | | | 165 | | | | 23,298 | |
Winmark Corp. (United States) | | | 20 | | | | 7,611 | |
| | | | | | | 1,173,752 | |
Technology Hardware, Storage & Peripherals — 5.0% | | | | | | | | |
Apple, Inc. (United States) | | | 5,841 | | | | 1,097,349 | |
Pure Storage, Inc. (United States)* | | | 752 | | | | 27,516 | |
| | | | | | | 1,124,865 | |
Textiles, Apparel & Luxury Goods — 1.7% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 3,676 | | | | 373,886 | |
Under Armour, Inc., Class A (United States)* | | | 1,222 | | | | 9,336 | |
| | | | | | | 383,222 | |
Thrifts & Mortgage Finance — 0.0% | | | | | | | | |
Walker & Dunlop, Inc. (United States) | | | 65 | | | | 5,547 | |
Trading Companies & Distributors — 0.2% | | | | | | | | |
Watsco, Inc. (United States) | | | 107 | | | | 39,007 | |
Total Common Stocks (Cost $19,387,528) | | | | | | | 22,382,380 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Schedule of Investments (Concluded)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Short-Term Investment — 0.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(a) | | | 65,956 | | | $ | 65,956 | |
Total Short-Term Investment (Cost $65,956) | | | | | | | 65,956 | |
| | | | | | | | |
Total Investments (Cost $19,453,484) — 99.9% | | | | | | | 22,448,336 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 12,136 | |
NET ASSETS — 100.0% | | | | | | $ | 22,460,472 | |
(Applicable to 1,175,000 shares outstanding) | | | | | | | | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks — 99.9% | | | | | | | | |
Aerospace & Defense — 3.5% | | | | | | | | |
AeroVironment, Inc. (United States)* | | | 469 | | | $ | 45,507 | |
Axon Enterprise, Inc. (United States)* | | | 1,382 | | | | 294,242 | |
HEICO Corp. (United States) | | | 2,253 | | | | 380,104 | |
Textron, Inc. (United States) | | | 3,773 | | | | 293,200 | |
| | | | | | | 1,013,053 | |
Air Freight & Logistics — 0.5% | | | | | | | | |
GXO Logistics, Inc. (United States)* | | | 2,224 | | | | 142,269 | |
Airlines — 0.5% | | | | | | | | |
Alaska Air Group, Inc. (United States)* | | | 2,392 | | | | 100,392 | |
Hawaiian Holdings, Inc. (United States)* | | | 888 | | | | 7,619 | |
JetBlue Airways Corp. (United States)* | | | 6,135 | | | | 36,319 | |
| | | | | | | 144,330 | |
Auto Components — 0.6% | | | | | | | | |
BorgWarner, Inc. (United States) | | | 4,384 | | | | 178,648 | |
Automobile Components — 0.1% | | | | | | | | |
Phinia, Inc. (United States)* | | | 877 | | | | 24,381 | |
Banks — 0.5% | | | | | | | | |
Axos Financial, Inc. (United States)* | | | 1,105 | | | | 47,614 | |
Western Alliance Bancorp (United States) | | | 2,031 | | | | 101,570 | |
| | | | | | | 149,184 | |
Beverages — 1.2% | | | | | | | | |
Boston Beer Co., Inc., (The), Class A (United States)* | | | 227 | | | | 82,953 | |
Celsius Holdings, Inc. (United States)* | | | 1,436 | | | | 281,513 | |
| | | | | | | 364,466 | |
Biotechnology — 5.4% | | | | | | | | |
2seventy bio, Inc. (United States)* | | | 939 | | | | 4,873 | |
Alnylam Pharmaceuticals, Inc. (United States)* | | | 2,329 | | | | 460,723 | |
AnaptysBio, Inc. (United States)* | | | 521 | | | | 10,253 | |
BioMarin Pharmaceutical, Inc. (United States)* | | | 3,511 | | | | 320,835 | |
Bluebird Bio, Inc. (United States)* | | | 1,991 | | | | 7,506 | |
Editas Medicine, Inc. (United States)* | | | 1,457 | | | | 12,982 | |
Emergent BioSolutions, Inc. (United States)* | | | 916 | | | | 4,296 | |
Exact Sciences Corp. (United States)* | | | 3,376 | | | | 282,470 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Biotechnology (continued) |
Exelixis, Inc. (United States)* | | | 6,092 | | | $ | 136,400 | |
Ionis Pharmaceuticals, Inc. (United States)* | | | 2,676 | | | | 107,763 | |
Mirati Therapeutics, Inc. (United States)* | | | 1,088 | | | | 40,474 | |
Neurocrine Biosciences, Inc. (United States)* | | | 1,825 | | | | 198,724 | |
| | | | | | | 1,587,299 | |
Building Products — 0.5% | | | | | | | | |
Trex Co., Inc. (United States)* | | | 2,035 | | | | 145,238 | |
Capital Markets — 5.9% | | | | | | | | |
Affiliated Managers Group, Inc. (United States) | | | 675 | | | | 90,457 | |
Cboe Global Markets, Inc. (United States) | | | 1,975 | | | | 295,677 | |
FactSet Research Systems, Inc. (United States) | | | 717 | | | | 312,906 | |
Interactive Brokers Group, Inc., Class A (United States) | | | 1,926 | | | | 175,420 | |
Jefferies Financial Group, Inc. (United States) | | | 4,329 | | | | 154,502 | |
MarketAxess Holdings, Inc. (United States) | | | 704 | | | | 169,615 | |
Nasdaq, Inc. (United States) | | | 9,181 | | | | 481,819 | |
PJT Partners, Inc., Class A (United States) | | | 463 | | | | 36,572 | |
| | | | | | | 1,716,968 | |
Chemicals — 1.1% | | | | | | | | |
Balchem Corp. (United States) | | | 602 | | | | 84,581 | |
RPM International, Inc. (United States) | | | 2,411 | | | | 240,473 | |
| | | | | | | 325,054 | |
Commercial Services & Supplies — 1.3% | | | | | | | | |
Rollins, Inc. (United States) | | | 9,219 | | | | 364,796 | |
Communications Equipment — 0.7% | | | | | | | | |
Ubiquiti, Inc. (United States) | | | 1,130 | | | | 197,784 | |
Construction & Engineering — 0.6% | | | | | | | | |
MasTec, Inc. (United States)* | | | 1,449 | | | | 144,161 | |
NV5 Global, Inc. (United States)* | | | 290 | | | | 29,516 | |
| | | | | | | 173,677 | |
Consumer Finance — 0.2% | | | | | | | | |
Upstart Holdings, Inc. (United States)* | | | 1,547 | | | | 49,767 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Distributors — 0.9% | | | | | | | | |
LKQ Corp. (United States) | | | 5,000 | | | $ | 262,650 | |
Diversified Consumer Services — 0.5% | | | | | | | | |
2U, Inc. (United States)* | | | 1,303 | | | | 4,131 | |
Chegg, Inc. (United States)* | | | 2,300 | | | | 23,483 | |
Duolingo, Inc. (United States)* | | | 767 | | | | 112,872 | |
| | | | | | | 140,486 | |
Diversified Telecommunication Services — 0.0% | | | | | | | | |
Bandwidth, Inc., Class A (United States)* | | | 444 | | | | 6,380 | |
Electronic Equipment, Instruments & Components — 4.3% | | | | | | | | |
Cognex Corp. (United States) | | | 3,229 | | | | 152,021 | |
Coherent Corp. (United States)* | | | 2,607 | | | | 98,101 | |
Corning, Inc. (United States) | | | 15,905 | | | | 522,002 | |
IPG Photonics Corp. (United States)* | | | 885 | | | | 95,899 | |
Littelfuse, Inc. (United States) | | | 464 | | | | 123,925 | |
Zebra Technologies Corp., Class A (United States)* | | | 962 | | | | 264,560 | |
| | | | | | | 1,256,508 | |
Energy Equipment & Services — 0.1% | | | | | | | | |
Oceaneering International, Inc. (United States)* | | | 1,843 | | | | 42,002 | |
Entertainment — 4.0% | | | | | | | | |
Live Nation Entertainment, Inc. (United States)* | | | 4,300 | | | | 363,479 | |
Roku, Inc. (United States)* | | | 2,634 | | | | 213,881 | |
Skillz, Inc. (United States)* | | | 359 | | | | 2,940 | |
Take-Two Interactive Software, Inc. (United States)* | | | 3,168 | | | | 450,490 | |
World Wrestling Entertainment, Inc., Class A (United States) | | | 1,394 | | | | 134,591 | |
| | | | | | | 1,165,381 | |
Equity Real Estate Investment Trusts (REITs) — 0.5% | | | | | | | | |
Retail Opportunity Investments Corp. (United States) | | | 2,289 | | | | 30,810 | |
STAG Industrial, Inc. (United States) | | | 3,355 | | | | 122,558 | |
| | | | | | | 153,368 | |
Food & Staples Retailing — 0.6% | | | | | | | | |
Casey’s General Stores, Inc. (United States) | | | 697 | | | | 170,354 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Food Products — 2.3% | | | | | | | | |
Beyond Meat, Inc. (United States)* | | | 1,173 | | | $ | 13,841 | |
Darling Ingredients, Inc. (United States)* | | | 2,985 | | | | 184,354 | |
Freshpet, Inc. (United States)* | | | 899 | | | | 67,883 | |
McCormick & Co., Inc. (United States) | | | 5,014 | | | | 411,549 | |
| | | | | | | 677,627 | |
Ground Transportation — 0.1% | | | | | | | | |
RXO, Inc. (United States)* | | | 2,187 | | | | 39,541 | |
Health Care Equipment & Supplies — 3.1% | | | | | | | | |
Globus Medical, Inc., Class A (United States)* | | | 1,877 | | | | 101,546 | |
Inari Medical, Inc. (United States)* | | | 1,068 | | | | 71,150 | |
Insulet Corp. (United States)* | | | 1,304 | | | | 249,990 | |
Masimo Corp. (United States)* | | | 987 | | | | 112,794 | |
NuVasive, Inc. (United States)* | | | 961 | | | | 38,200 | |
QuidelOrtho Corp. (United States)* | | | 1,247 | | | | 102,703 | |
Shockwave Medical, Inc. (United States)* | | | 685 | | | | 150,967 | |
STAAR Surgical Co. (United States)* | | | 888 | | | | 38,504 | |
TransMedics Group, Inc. (United States)* | | | 608 | | | | 39,903 | |
| | | | | | | 905,757 | |
Health Care Providers & Services — 1.7% | | | | | | | | |
Fulgent Genetics, Inc. (United States)* | | | 557 | | | | 18,247 | |
Guardant Health, Inc. (United States)* | | | 2,191 | | | | 85,624 | |
HealthEquity, Inc. (United States)* | | | 1,599 | | | | 108,012 | |
Quest Diagnostics, Inc. (United States) | | | 2,095 | | | | 275,493 | |
| | | | | | | 487,376 | |
Health Care Technology — 0.7% | | | | | | | | |
Doximity, Inc., Class A (United States)* | | | 3,643 | | | | 86,849 | |
GoodRx Holdings, Inc., Class A (United States)* | | | 7,265 | | | | 47,440 | |
Teladoc, Inc. (United States)* | | | 3,062 | | | | 69,324 | |
| | | | | | | 203,613 | |
Hotels, Restaurants & Leisure — 2.6% | | | | | | | | |
Dave & Buster’s Entertainment, Inc. (United States)* | | | 802 | | | | 31,495 | |
Hyatt Hotels Corp., Class A (United States) | | | 1,976 | | | | 222,122 | |
Planet Fitness, Inc., Class A (United States)* | | | 1,589 | | | | 96,611 | |
Sweetgreen, Inc., Class A (United States)* | | | 2,017 | | | | 28,964 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Hotels, Restaurants & Leisure (continued) |
Texas Roadhouse, Inc. (United States) | | | 1,253 | | | $ | 130,437 | |
Vail Resorts, Inc. (United States) | | | 721 | | | | 163,177 | |
Wingstop, Inc. (United States) | | | 560 | | | | 89,958 | |
| | | | | | | 762,764 | |
Household Durables — 1.9% | | | | | | | | |
Dream Finders Homes, Inc., Class A (United States)* | | | 1,702 | | | | 49,052 | |
iRobot Corp. (United States)* | | | 506 | | | | 19,678 | |
Meritage Homes Corp. (United States) | | | 687 | | | | 95,520 | |
NVR, Inc. (United States)* | | | 61 | | | | 389,017 | |
| | | | | | | 553,267 | |
Household Products — 0.2% | | | | | | | | |
Spectrum Brands Holdings, Inc. (United States) | | | 767 | | | | 63,791 | |
Insurance — 2.1% | | | | | | | | |
Kinsale Capital Group, Inc. (United States) | | | 433 | | | | 172,607 | |
Lemonade, Inc. (United States)* | | | 1,268 | | | | 17,448 | |
Markel Corp. (United States)* | | | 249 | | | | 368,251 | |
Safety Insurance Group, Inc. (United States) | | | 274 | | | | 18,870 | |
Trupanion, Inc. (United States)* | | | 750 | | | | 22,298 | |
| | | | | | | 599,474 | |
Interactive Media & Services — 2.2% | | | | | | | | |
Bumble, Inc., Class A (United States)* | | | 2,574 | | | | 43,192 | |
Match Group, Inc. (United States)* | | | 5,209 | | | | 244,146 | |
Pinterest, Inc., Class A (United States)* | | | 12,793 | | | | 351,680 | |
| | | | | | | 639,018 | |
Internet & Direct Marketing Retail — 1.1% | | | | | | | | |
Etsy, Inc. (United States)* | | | 2,307 | | | | 169,726 | |
Wayfair, Inc., Class A (United States)* | | | 2,100 | | | | 145,131 | |
| | | | | | | 314,857 | |
IT Services — 10.3% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 2,207 | | | | 410,965 | |
DigitalOcean Holdings, Inc. (United States)* | | | 1,660 | | | | 44,903 | |
EPAM Systems, Inc. (United States)* | | | 1,083 | | | | 280,486 | |
Euronet Worldwide, Inc. (United States)* | | | 928 | | | | 81,070 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
IT Services (continued) |
Fastly, Inc., Class A (United States)* | | | 2,372 | | | $ | 56,430 | |
Gartner, Inc. (United States)* | | | 1,479 | | | | 517,177 | |
GoDaddy, Inc., Class A (United States)* | | | 2,884 | | | | 209,119 | |
Jack Henry & Associates, Inc. (United States) | | | 1,363 | | | | 213,691 | |
Marqeta, Inc., Class A (United States)* | | | 10,114 | | | | 62,201 | |
MongoDB, Inc. (United States)* | | | 1,320 | | | | 503,316 | |
Okta, Inc. (United States)* | | | 3,037 | | | | 253,620 | |
Twilio, Inc., Class A (United States)* | | | 3,441 | | | | 219,226 | |
WEX, Inc. (United States)* | | | 801 | | | | 157,140 | |
| | | | | | | 3,009,344 | |
Leisure Products — 0.8% | | | | | | | | |
Hasbro, Inc. (United States) | | | 2,592 | | | | 186,624 | |
Peloton Interactive, Inc., Class A (United States)* | | | 6,629 | | | | 42,293 | |
| | | | | | | 228,917 | |
Life Sciences Tools & Services — 0.6% | | | | | | | | |
Repligen Corp. (United States)* | | | 1,041 | | | | 181,040 | |
Machinery — 3.1% | | | | | | | | |
Chart Industries, Inc. (United States)* | | | 785 | | | | 141,755 | |
Middleby Corp., (The) (United States)* | | | 1,001 | | | | 145,736 | |
Proto Labs, Inc. (United States)* | | | 471 | | | | 13,895 | |
Tennant Co. (United States) | | | 344 | | | | 28,356 | |
Toro Co., (The) (United States) | | | 1,943 | | | | 198,808 | |
Westinghouse Air Brake Technologies Corp. (United States) | | | 3,365 | | | | 378,630 | |
| | | | | | | 907,180 | |
Media — 0.5% | | | | | | | | |
Boston Omaha Corp., Class A (United States)* | | | 586 | | | | 10,360 | |
New York Times Co., (The), Class A (United States) | | | 3,081 | | | | 136,396 | |
PubMatic, Inc., Class A (United States)* | | | 962 | | | | 13,372 | |
| | | | | | | 160,128 | |
Oil, Gas & Consumable Fuels — 0.1% | | | | | | | | |
Clean Energy Fuels Corp. (United States)* | | | 4,078 | | | | 17,372 | |
Vitesse Energy, Inc. (United States) | | | 497 | | | | 11,550 | |
| | | | | | | 28,922 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Pharmaceuticals — 0.8% | | | | | | | | |
Viatris, Inc. (United States) | | | 22,432 | | | $ | 241,144 | |
Professional Services — 0.7% | | | | | | | | |
Robert Half International, Inc. (United States) | | | 1,983 | | | | 146,663 | |
TaskUS, Inc., Class A (United States)* | | | 1,789 | | | | 17,711 | |
Upwork, Inc. (United States)* | | | 2,411 | | | | 35,707 | |
| | | | | | | 200,081 | |
Real Estate Management & Development — 0.8% | | | | | | | | |
Redfin Corp. (United States)* | | | 2,072 | | | | 19,725 | |
Zillow Group, Inc., Class C (United States)* | | | 4,355 | | | | 227,157 | |
| | | | | | | 246,882 | |
Road & Rail — 1.2% | | | | | | | | |
U-Haul Holding Co. (United States) | | | 3,376 | | | | 192,331 | |
XPO Logistics, Inc. (United States)* | | | 2,167 | | | | 161,723 | |
| | | | | | | 354,054 | |
Semiconductors & Semiconductor Equipment — 4.7% | | | | | | | | |
Cirrus Logic, Inc. (United States)* | | | 1,013 | | | | 83,107 | |
Enphase Energy, Inc. (United States)* | | | 2,562 | | | | 324,170 | |
First Solar, Inc. (United States)* | | | 1,998 | | | | 377,862 | |
Impinj, Inc. (United States)* | | | 499 | | | | 33,218 | |
Silicon Laboratories, Inc. (United States)* | | | 598 | | | | 80,646 | |
Skyworks Solutions, Inc. (United States) | | | 2,977 | | | | 323,719 | |
Universal Display Corp. (United States) | | | 886 | | | | 144,028 | |
| | | | | | | 1,366,750 | |
Software — 14.9% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 932 | | | | 54,587 | |
Alteryx, Inc., Class A (United States)* | | | 1,318 | | | | 38,907 | |
Appfolio, Inc., Class A (United States)* | | | 664 | | | | 127,999 | |
Appian Corp., Class A (United States)* | | | 1,365 | | | | 66,476 | |
Asana, Inc., Class A (United States)* | | | 4,057 | | | | 87,185 | |
Blackbaud, Inc. (United States)* | | | 982 | | | | 74,740 | |
Blackline, Inc. (United States)* | | | 1,131 | | | | 67,928 | |
Box, Inc., Class A (United States)* | | | 2,710 | | | | 71,761 | |
Braze, Inc., Class A (United States)* | | | 1,825 | | | | 84,425 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Continued)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Software (continued) |
Confluent, Inc., Class A (United States)* | | | 5,540 | | | $ | 183,319 | |
DocuSign, Inc. (United States)* | | | 3,785 | | | | 190,386 | |
Fair Isaac Corp. (United States)* | | | 467 | | | | 422,444 | |
Five9, Inc. (United States)* | | | 1,332 | | | | 96,397 | |
HubSpot, Inc. (United States)* | | | 928 | | | | 507,171 | |
LivePerson, Inc. (United States)* | | | 1,385 | | | | 5,817 | |
New Relic, Inc. (United States)* | | | 1,313 | | | | 111,749 | |
Nutanix, Inc., Class A (United States)* | | | 4,411 | | | | 137,182 | |
PagerDuty, Inc. (United States)* | | | 1,724 | | | | 44,410 | |
Paycom Software, Inc. (United States) | | | 1,082 | | | | 319,017 | |
Pegasystems, Inc. (United States) | | | 1,552 | | | | 77,072 | |
Q2 Holdings, Inc. (United States)* | | | 1,089 | | | | 37,472 | |
Splunk, Inc. (United States)* | | | 3,098 | | | | 375,663 | |
Sprout Social, Inc., Class A (United States)* | | | 1,036 | | | | 55,467 | |
SS&C Technologies Holdings, Inc. (United States) | | | 4,661 | | | | 267,635 | |
Tyler Technologies, Inc. (United States)* | | | 784 | | | | 312,369 | |
UiPath, Inc., Class A (United States)* | | | 10,499 | | | | 165,989 | |
Unity Software, Inc. (United States)* | | | 7,084 | | | | 262,604 | |
Varonis Systems, Inc. (United States)* | | | 2,052 | | | | 65,520 | |
Zuora, Inc., Class A (United States)* | | | 2,568 | | | | 23,394 | |
| | | | | | | 4,335,085 | |
Specialty Retail — 6.7% | | | | | | | | |
Camping World Holdings, Inc., Class A (United States) | | | 831 | | | | 20,551 | |
CarMax, Inc. (United States)* | | | 2,960 | | | | 241,773 | |
Chewy, Inc., Class A (United States)* | | | 7,996 | | | | 191,744 | |
Designer Brands, Inc., Class A (United States) | | | 1,171 | | | | 12,307 | |
Five Below, Inc. (United States)* | | | 1,041 | | | | 179,010 | |
GameStop Corp., Class A (United States)* | | | 5,696 | | | | 105,661 | |
RH (United States)* | | | 409 | | | | 149,363 | |
Sleep Number Corp. (United States)* | | | 389 | | | | 9,951 | |
Stitch Fix, Inc., Class A (United States)* | | | 1,891 | | | | 8,301 | |
Tractor Supply Co. (United States) | | | 2,050 | | | | 447,925 | |
Ulta Beauty, Inc. (United States)* | | | 931 | | | | 386,393 | |
Williams-Sonoma, Inc. (United States) | | | 1,203 | | | | 169,864 | |
Winmark Corp. (United States) | | | 66 | | | | 25,115 | |
| | | | | | | 1,947,958 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL next index ETF
Schedule of Investments (Concluded)
AUGUST 31, 2023
| | Number of Shares | | | Value (Note 1) | |
| | | | | | | | |
Common Stocks (continued) |
Technology Hardware, Storage & Peripherals — 0.7% | | | | | | | | |
Pure Storage, Inc., Class A (United States)* | | | 5,754 | | | $ | 210,539 | |
Textiles, Apparel & Luxury Goods — 0.9% | | | | | | | | |
Carter’s, Inc. (United States) | | | 705 | | | | 50,457 | |
Skechers USA, Inc., Class A (United States)* | | | 2,894 | | | | 145,597 | |
Under Armour, Inc., Class (United States)* | | | 7,985 | | | | 61,005 | |
| | | | | | | 257,059 | |
Thrifts & Mortgage Finance — 0.2% | | | | | | | | |
Walker & Dunlop, Inc. (United States) | | | 623 | | | | 53,167 | |
Trading Companies & Distributors — 1.4% | | | | | | | | |
Watsco, Inc. (United States) | | | 680 | | | | 247,894 | |
WESCO International, Inc. (United States) | | | 959 | | | | 155,214 | |
| | | | | | | 403,108 | |
Total Common Stocks (Cost $32,605,678) | | | | | | | 29,152,486 | |
| | | | | | | | |
Short-Term Investment — 0.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (United States)(a) | | | 12,142 | | | | 12,142 | |
Total Short-Term Investment (Cost $12,142) | | | | | | | 12,142 | |
| | | | | | | | |
Total Investments (Cost $32,617,820) — 99.9% | | | | | | | 29,164,628 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 17,923 | |
NET ASSETS — 100.0% | | | | | | $ | 29,182,551 | |
(Applicable to 1,850,000 shares outstanding) | | | | | | | | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Assets and Liabilities
AUGUST 31, 2023
| | 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 issuers, at value (cost $228,541,128, $108,732,548, $375,729,766 and $74,095,767 respectively)^ | | $ | 416,585,164 | | | $ | 192,334,066 | | | $ | 549,058,115 | | | $ | 67,331,860 | |
Investments purchased with proceeds from securities lending collateral (cost $39,874,840, $25,256,724, $15,466,606 and $30,954,920 respectively) | | | 39,874,840 | | | | 25,256,724 | | | | 15,466,606 | | | | 30,954,920 | |
Short-term investments, at value (cost $11,407,238, $1,999,916, $284,182, and $7,067,833, respectively) | | | 11,407,238 | | | | 1,999,916 | | | | 284,182 | | | | 7,067,833 | |
Foreign currency, at value (cost $14,498, $0, $0, and $0 respectively) | | | 14,488 | | | | — | | | | — | | | | — | |
Receivables for: | | | | | | | | | | | | | | | | |
Dividends and tax reclaims | | | 1,081,916 | | | | 151,143 | | | | 457,978 | | | | 44,140 | |
Investments sold | | | 2,992,985 | | | | — | | | | — | | | | — | |
Capital shares sold | | | — | | | | — | | | | 2,077,590 | | | | — | |
Total assets | | | 471,956,631 | | | | 219,741,849 | | | | 567,344,471 | | | | 105,398,753 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | | | | | |
Securities lending collateral (see Note 7) | | | 39,874,840 | | | | 25,256,724 | | | | 15,466,606 | | | | 30,954,920 | |
Shares of beneficial interest redeemed | | | 1,367,670 | | | | — | | | | — | | | | — | |
Investments purchased | | | 441,857 | | | | — | | | | 2,127,680 | | | | 1,536,368 | |
Advisory fees | | | 306,280 | | | | 139,388 | | | | 227,221 | | | | 52,273 | |
Total liabilities | | | 41,990,647 | | | | 25,396,112 | | | | 17,821,507 | | | | 32,543,561 | |
Net assets | | $ | 429,965,984 | | | $ | 194,345,737 | | | $ | 549,522,964 | | | $ | 72,855,192 | |
| | | | | | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 15,719 | | | $ | 7,893 | | | $ | 13,225 | | | $ | 2,500 | |
Paid-in capital | | | 241,282,226 | | | | 107,642,900 | | | | 388,414,228 | | | | 85,268,256 | |
Total distributable earnings/(losses) | | | 188,668,039 | | | | 86,694,944 | | | | 161,095,511 | | | | (12,415,564 | ) |
Net assets | | $ | 429,965,984 | | | $ | 194,345,737 | | | $ | 549,522,964 | | | $ | 72,855,192 | |
| | | | | | | | | | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 15,718,873 | | | | 7,892,511 | | | | 13,225,000 | | | | 2,500,000 | |
Net asset value, price per share | | $ | 27.35 | | | $ | 24.62 | | | $ | 41.55 | | | $ | 29.14 | |
^ Includes market value of securities on loan | | $ | 39,407,010 | | | $ | 24,600,703 | | | $ | 15,126,010 | | | $ | 30,076,672 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Assets and Liabilities (concluded)
AUGUST 31, 2023
| | Motley Fool Capital Efficiency 100 Index ETF | | | Motley Fool Next Index ETF | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issurers, at value (cost $19,387,528 and $32,605,678 respectively) | | $ | 22,382,380 | | | $ | 29,152,486 | |
Short-term investments, at value (cost $65,956 and $12,142 respectively) | | | 65,956 | | | | 12,142 | |
Receivables for: | | | | | | | | |
Dividends and tax reclaims | | | 29,579 | | | | 20,581 | |
Investments sold | | | — | | | | 9,764 | |
Total assets | | | 22,477,915 | | | | 29,194,973 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Advisory fees | | | 9,356 | | | | 12,422 | |
Investments purchased | | | 8,087 | | | | — | |
Total liabilities | | | 17,443 | | | | 12,422 | |
Net assets | | $ | 22,460,472 | | | $ | 29,182,551 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 1,175 | | | $ | 1,850 | |
Paid-in capital | | | 20,604,202 | | | | 34,377,927 | |
Total distributable earnings/(losses) | | | 1,855,095 | | | | (5,197,226 | ) |
Net assets | | $ | 22,460,472 | | | $ | 29,182,551 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,175,000 | | | | 1,850,000 | |
Net asset value, price per share | | | 19.12 | | | | 15.77 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2023
| | 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 | | $ | 5,686,810 | | | $ | 2,158,287 | | | $ | 3,605,313 | | | $ | 662,934 | |
Less foreign taxes withheld | | | (359,120 | ) | | | — | | | | — | | | | — | |
Securities lending income | | | 76,094 | | | | 56,759 | | | | 64,188 | | | | 37,987 | |
Total investment income | | | 5,403,784 | | | | 2,215,046 | | | | 3,669,501 | | | | 700,921 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Advisory fees (Note 3) | | | 3,520,595 | | | | 1,645,190 | | | | 2,120,500 | | | | 598,691 | |
Total expenses | | | 3,520,595 | | | | 1,645,190 | | | | 2,120,500 | | | | 598,691 | |
Net investment income/(loss) | | | 1,883,189 | | | | 569,856 | | | | 1,549,001 | | | | 102,230 | |
| | | | | | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investments | | | 1,161,332 | | | | 3,121,031 | | | | (2,719,870 | ) | | | (4,267,365 | ) |
Foreign currency transactions | | | 10,936 | | | | — | | | | — | | | | — | |
Redemption in-kind | | | 19,636,237 | | | | 14,039,117 | | | | 13,487,270 | | | | 824,434 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investments | | | 21,245,844 | | | | (2,432,722 | ) | | | 78,108,704 | | | | 13,349,768 | |
Foreign currency translation | | | 68,499 | | | | — | | | | — | | | | — | |
Net realized and unrealized gain/(loss) | | | 42,122,848 | | | | 14,727,426 | | | | 88,876,104 | | | | 9,906,837 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 44,006,037 | | | $ | 15,297,282 | | | $ | 90,425,105 | | | $ | 10,009,067 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Operations (CONCLUDED)
FOR THE YEAR ENDED AUGUST 31, 2023
| | Motley Fool Capital Efficiency 100 Index ETF | | | Motley Fool NEXT INDEX ETF | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 208,559 | | | $ | 193,595 | |
Total investment income | | | 208,559 | | | | 193,595 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 100,946 | | | | 149,524 | |
Total expenses | | | 100,946 | | | | 149,524 | |
Net investment income/(loss) | | | 107,613 | | | | 44,071 | |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | |
Investments | | | (920,990 | ) | | | (1,533,014 | ) |
Redemption in-kind | | | 393,392 | | | | 170,134 | |
Net change in unrealized appreciation on: | | | | | | | | |
Investments | | | 4,912,480 | | | | 2,748,952 | |
Net realized and unrealized gain/(loss) | | | 4,384,882 | | | | 1,386,072 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 4,492,495 | | | $ | 1,430,143 | |
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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 1,883,189 | | | $ | 14,163,531 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | 20,808,505 | | | | 28,994,058 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation and assets and liabilities denominated in foreign currencies | | | 21,314,343 | | | | (227,722,486 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 44,006,037 | | | | (184,564,897 | ) |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | — | | | | (35,341,409 | ) |
Institutional Shares | | | (2,705,256 | ) | | | (12,707,670 | ) |
Total dividends and distributions to shareholders | | | (2,705,256 | ) | | | (48,049,079 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | — | | | | 6,643,104 | |
Reinvestment of dividends | | | — | | | | 34,321,026 | |
Share redeemed | | | — | | | | (21,570,991 | ) |
Shares redeemed from exchange to Institutional Class(1) | | | — | | | | (458,343,422 | ) |
Total from Investor Shares | | | — | | | | (438,950,283 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 1,935,173 | | | | 6,411,019 | |
Proceeds from institutional Class exchange(1) | | | — | | | | 458,343,422 | |
Reinvestment of dividends | | | — | | | | 12,058,120 | |
Shares redeemed | | | (46,922,013 | ) | | | (73,170,311 | ) |
Total from Institutional Shares | | | (44,986,840 | ) | | | 403,642,250 | |
Net increase/(decrease) in net assets from capital share transactions | | | (44,986,840 | ) | | | (35,308,033 | ) |
Total INCREASE/(DECREASE) in net assets | | | (3,686,059 | ) | | | (267,922,009 | ) |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 433,652,043 | | | $ | 701,574,052 | |
End of period | | $ | 429,965,984 | | | $ | 433,652,043 | |
(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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
SHARES TRANSACTIONS: | | | | | | | | |
INVESTOR SHARES | | | | | | | | |
Shares sold | | | — | | | | 187,055 | |
Shares reinvested | | | — | | | | 1,111,072 | |
Shares redeemed | | | — | | | | (612,521 | ) |
Shares exchanged into Institutional Class(1) | | | — | | | | (14,816,530 | ) |
Net increase/(decrease) in shares outstanding | | | — | | | | (14,130,924 | ) |
| | | | | | | | |
INSTITUTIONAL SHARES | | | | | | | | |
Shares sold | | | 75,000 | | | | 179,722 | |
Shares reinvested | | | — | | | | 14,718,418 | |
Shares redeemed | | | (1,875,000 | ) | | | 387,721 | |
Shares exchanged into Institutional Class(1) | | | — | | | | (2,668,501 | ) |
Net increase/(decrease) in shares outstanding | | | (1,800,000 | ) | | | 12,617,360 | |
(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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 569,856 | | | $ | (660,888 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 17,160,148 | | | | 16,762,592 | |
Net change in unrealized appreciation/(depreciation) on investments, and assets and liabilities denominated in foreign currencies | | | (2,432,722 | ) | | | (100,048,288 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 15,297,282 | | | | (83,946,584 | ) |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | — | | | | (3,423,164 | ) |
Institutional Shares | | | — | | | | (17,390,769 | ) |
Total dividends and distributions to shareholders | | | — | | | | (20,813,933 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | — | | | | 3,029,266 | |
Reinvestment of dividends | | | — | | | | 16,920,328 | |
Shares redeemed | | | — | | | | (10,054,968 | ) |
Shares redeemed from exchange to Institutional Class(1) | | | — | | | | (250,730,153 | ) |
Total from Investor Shares | | | — | | | | (240,835,527 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | — | | | | 1,532,940 | |
Proceeds from Institutional Class exchange(1) | | | — | | | | 250,730,153 | |
Reinvestment of dividends | | | — | | | | 3,235,692 | |
Shares redeemed | | | (29,995,560 | ) | | | (32,143,643 | ) |
Total from Institutional Shares | | | (29,995,560 | ) | | | 223,355,142 | |
Net decrease in net assets from capital share transactions | | | (29,995,560 | ) | | | (17,480,385 | ) |
Total decrease in net assets | | | (14,698,278 | ) | | | (122,240,902 | ) |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 209,044,015 | | | $ | 331,284,917 | |
End of period | | $ | 194,345,737 | | | $ | 209,044,015 | |
(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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
SHARES TRANSACTIONS: | | | | | | | | |
INVESTOR SHARES | | | | | | | | |
Shares sold | | | — | | | | 95,439 | |
Shares reinvested | | | ��� | | | | 601,505 | |
Shares redeemed | | | — | | | | (316,334 | ) |
Shares exchanged into Institutional Class(1) | | | — | | | | (8,829,770 | ) |
Net increase/(decrease) in shares outstanding | | | — | | | | (8,449,160 | ) |
| | | | | | | | |
INSTITUTIONAL SHARES | | | | | | | | |
Shares sold | | | — | | | | 47,461 | |
Shares reinvested | | | — | | | | 113,334 | |
Shares redeemed | | | (1,325,000 | ) | | | (1,283,081 | ) |
Shares exchanged into Institutional Class(1) | | | — | | | | 8,699,588 | |
Net increase/(decrease) in shares outstanding | | | (1,325,000 | ) | | | 7,577,302 | |
(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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 1,549,001 | | | $ | 980,905 | |
Net realized gain/(loss) from investments | | | 10,767,400 | | | | 12,165,022 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 78,108,704 | | | | (120,161,259 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 90,425,105 | | | | (107,015,332 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (1,701,998 | ) | | | (1,325,790 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,701,998 | ) | | | (1,325,790 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 76,561,270 | | | | 41,513,113 | |
Shares redeemed | | | (33,030,150 | ) | | | (43,914,753 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 43,531,120 | | | | (2,401,640 | ) |
Total increase/(decrease) in net assets | | | 132,254,227 | | | | (110,742,762 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 417,268,737 | | | | 528,011,499 | |
End of period | | $ | 549,522,964 | | | $ | 417,268,737 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,950,000 | | | | 975,000 | |
Shares redeemed | | | (1,000,000 | ) | | | (1,225,000 | ) |
Net increase/(decrease) in shares outstanding | | | 950,000 | | | | (250,000 | ) |
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, 2023 | | | FOR THE YEAR ENDED AUGUST 31, 2022 | |
OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 102,230 | | | $ | (571,366 | ) |
Net realized gain/(loss) from investments | | | (3,442,931 | ) | | | 12,159,631 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 13,349,768 | | | | (70,725,754 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 10,009,067 | | | | (59,137,489 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (227,522 | ) | | | (3,829,540 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (227,522 | ) | | | (3,829,540 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 691,953 | | | | 2,045,968 | |
Shares redeemed | | | (15,668,161 | ) | | | (50,410,673 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (14,976,208 | ) | | | (48,364,705 | ) |
Total INCREASE/(DECREASE) in net assets | | | (5,194,663 | ) | | | (111,331,734 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 78,049,855 | | | | 189,381,589 | |
End of period | | $ | 72,855,192 | | | $ | 78,049,855 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 25,000 | | | | 50,000 | |
Shares redeemed | | | (625,000 | ) | | | (1,600,000 | ) |
Net increase/(decrease) in shares outstanding | | | (600,000 | ) | | | (1,550,000 | ) |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2023 | | | FOR THE YEAR ENDED august 31, 2022* | |
OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 107,613 | | | $ | 42,783 | |
Net realized gain/(loss) from investments | | | (527,598 | ) | | | (369,769 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 4,912,480 | | | | (1,917,628 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 4,492,495 | | | | (2,244,614 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (76,457 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (76,457 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 474,105 | | | | 24,197,108 | |
Shares redeemed | | | (3,183,860 | ) | | | (1,198,305 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (2,709,755 | ) | | | 22,998,803 | |
Total INCREASE/(DECREASE) in net assets | | | 1,706,283 | | | | 20,754,189 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 20,754,189 | | | | — | |
End of period | | $ | 22,460,472 | | | $ | 20,754,189 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 25,000 | | | | 1,425,000 | |
Shares redeemed | | | (200,000 | ) | | | (75,000 | ) |
Net increase/(decrease) in shares outstanding | | | (175,000 | ) | | | 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
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2023 | | | FOR THE PERIOD ENDED august 31, 2022* | |
OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 44,071 | | | $ | 50,952 | |
Net realized gain/(loss) from investments | | | (1,362,880 | ) | | | (268,811 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 2,748,952 | | | | (6,202,144 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1,430,143 | | | | (6,420,003 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (64,299 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (64,299 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | — | | | | 39,453,233 | |
Shares redeemed | | | (4,861,270 | ) | | | (355,253 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (4,861,270 | ) | | | 39,097,980 | |
Total increase/(decrease) in net assets | | | (3,495,426 | ) | | | 32,677,977 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 32,677,977 | | | | — | |
End of period | | $ | 29,182,551 | | | $ | 32,677,977 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | — | | | | 2,200,000 | |
Shares redeemed | | | (325,000 | ) | | | (25,000 | ) |
Net increase/(decrease) in shares outstanding | | | (325,000 | ) | | | 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, | |
| | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 24.75 | | | $ | 37.03 | | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | |
Net investment income/(loss)(1) | | | 0.11 | | | | 0.30 | | | | (0.05 | ) | | | — | * | | | 0.05 | |
Net realized and unrealized gain/(loss) from investments | | | 2.65 | | | | (10.00 | ) | | | 9.03 | | | | 6.21 | | | | 0.80 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.76 | | | | (9.70 | ) | | | 8.98 | | | | 6.21 | | | | 0.85 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.06 | ) | | | (0.77 | ) | | | — | | | | (0.04 | ) | | | — | |
Net realized capital gains | | | (0.10 | ) | | | (1.81 | ) | | | (2.12 | ) | | | (1.09 | ) | | | (1.73 | ) |
Total dividends and distributions to shareholders | | | (0.16 | ) | | | (2.58 | ) | | | (2.12 | ) | | | (1.13 | ) | | | (1.73 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 27.35 | | | $ | 24.75 | | | $ | 37.03 | | | $ | 30.17 | | | $ | 25.09 | |
Market price, end of period | | $ | 27.32 | | | $ | 24.74 | | | $ | — | | | $ | — | | | $ | — | |
Total investment return/(loss) on net asset value(2) | | | 11.24 | % | | | (27.61 | )% | | | 30.86 | % | | | 25.64 | % | | | 4.94 | % |
Total investment return/(loss) on market price(3) | | | 11.19 | % | | | (27.65 | )% | | | — | % | | | — | % | | | — | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 429,966 | | | $ | 433,652 | | | $ | 181,509 | | | $ | 122,406 | | | $ | 92,760 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.87 | % | | | 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) | | | 0.85 | % | | | 0.88 | % | | | 0.98 | % | | | 1.00 | % | | | 0.99 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.45 | % | | | 1.08 | % | | | (0.16 | )% | | | (0.01 | )% | | | 0.19 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.45 | % | | | 1.07 | % | | | (0.19 | )% | | | (0.06 | )% | | | 0.15 | % |
Portfolio turnover rate | | | 4 | % | | | 14 | % | | | 12 | % | | | 10 | % | | | 11 | % |
* | 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, | |
| | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 22.68 | | | $ | 33.20 | | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | |
Net investment income/(loss)(1) | | | 0.07 | | | | (0.04 | ) | | | (0.09 | ) | | | (0.02 | ) | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | 1.87 | | | | (8.38 | ) | | | 6.90 | | | | 6.79 | | | | (1.88 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.94 | | | | (8.42 | ) | | | 6.81 | | | | 6.77 | | | | (1.86 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | |
Net realized capital gains | | | — | | | | (2.10 | ) | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) |
Total dividends and distributions to shareholders | | | — | | | | (2.10 | ) | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) |
Net asset value, end of period | | $ | 24.62 | | | $ | 22.68 | | | $ | 33.20 | | | $ | 29.79 | | | $ | 24.48 | |
Market price, end of period | | $ | 24.58 | | | $ | 22.62 | | | $ | — | | | $ | — | | | $ | — | |
Total investment return/(loss) on net asset value(2) | | | 8.58 | % | | | (26.66 | )% | | | 24.38 | % | | | 28.77 | % | | | (5.97 | )% |
Total investment return/(loss) on market price(3) | | | 8.65 | % | | | (26.84 | )% | | | — | % | | | — | % | | | — | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 194,346 | | | $ | 209,044 | | | $ | 54,460 | | | $ | 39,488 | | | $ | 29,205 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.90 | % | | | 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) | | | 0.85 | % | | | 0.88 | % | | | 0.98 | % | | | 1.00 | % | | | 0.98 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.29 | % | | | (0.17 | )% | | | (0.30 | )% | | | (0.06 | )% | | | 0.10 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.29 | % | | | (0.15 | )% | | | (0.33 | )% | | | (0.11 | )% | | | 0.07 | % |
Portfolio turnover rate | | | 18 | % | | | 2 | % | | | 15 | % | | | 14 | % | | | 4 | % |
(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, | |
| | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 33.99 | | | $ | 42.16 | | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | |
Net investment income/(loss)(1) | | | 0.13 | | | | 0.08 | | | | 0.05 | | | | 0.11 | | | | 0.15 | |
Net realized and unrealized gain/(loss) from investments | | | 7.57 | | | | (8.15 | ) | | | 8.59 | | | | 11.23 | | | | 0.32 | |
Net increase/(decrease) in net assets resulting from operations | | | 7.70 | | | | (8.07 | ) | | | 8.64 | | | | 11.34 | | | | 0.47 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.02 | ) | | | (0.10 | ) | | | (0.13 | ) | | | (0.11 | ) |
Net realized capital gains | | | — | | | | (0.08 | ) | | | (0.05 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.14 | ) | | | (0.10 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.11 | ) |
Net asset value, end of period | | $ | 41.55 | | | $ | 33.99 | | | $ | 42.16 | | | $ | 33.67 | | | $ | 22.46 | |
Market price, end of period | | $ | 41.53 | | | $ | 34.00 | | | $ | 42.20 | | | $ | 33.66 | | | $ | 22.42 | |
Total investment return/(loss) on net asset value(2) | | | 22.71 | % | | | (19.18 | )% | | | 25.74 | % | | | 50.67 | % | | | 2.27 | % |
Total investment return/(loss) on market price(3) | | | 22.63 | % | | | (19.24 | )% | | | 25.91 | % | | | 50.89 | % | | | 1.93 | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 549,523 | | | $ | 417,269 | | | $ | 528,011 | | | $ | 337,547 | | | $ | 185,871 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.37 | % | | | 0.20 | % | | | 0.15 | % | | | 0.43 | % | | | 0.69 | % |
Portfolio turnover rate | | | 6 | % | | | 15 | % | | | 23 | % | | | 26 | % | | | 26 | % |
(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 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, | |
| | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.18 | | | $ | 40.73 | | | $ | 32.59 | | | $ | 23.33 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.04 | | | | (0.15 | ) | | | (0.19 | ) | | | (0.07 | ) | | | — | * |
Net realized and unrealized gain/(loss) from investments | | | 4.00 | | | | (14.53 | ) | | | 10.48 | | | | 9.67 | | | | 3.33 | |
Net increase/(decrease) in net assets resulting from operations | | | 4.04 | | | | (14.68 | ) | | | 10.29 | | | | 9.60 | | | | 3.33 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.08 | ) | | | (0.87 | ) | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.08 | ) | | | (0.87 | ) | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Net asset value, end of period | | $ | 29.14 | | | $ | 25.18 | | | $ | 40.73 | | | $ | 32.59 | | | $ | 23.33 | |
Market price, end of period | | $ | 29.17 | | | $ | 25.18 | | | $ | 40.74 | | | $ | 32.68 | | | $ | 23.34 | |
Total investment return/(loss) on net asset value(3) | | | 16.13 | % | | | (36.66 | )% | | | 32.00 | % | | | 41.58 | % | | | 16.65 | %(5) |
Total investment return/(loss) on market price(4) | | | 16.21 | % | | | (36.65 | )% | | | 31.54 | % | | | 41.88 | % | | | 16.69 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 72,855 | | | $ | 78,050 | | | $ | 189,382 | | | $ | 106,745 | | | $ | 71,153 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.15 | % | | | (0.46 | )% | | | (0.51 | )% | | | (0.29 | )% | | | (0.01 | )%(6) |
Portfolio turnover rate | | | 62 | % | | | 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 periods. This information has been derived from information provided in the financial statements.
| | For the year Ended august 31, | | | For the Period Ended august 31, | |
| | 2023 | | | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 15.37 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.09 | | | | 0.05 | |
Net realized and unrealized gain/(loss) from investments | | | 3.72 | | | | (4.68 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 3.81 | | | | (4.63 | ) |
Dividends and distributions to shareholders from: | | | | | | | | |
Net realized capital gains | | | (0.06 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.06 | ) | | | — | |
Net asset value, end of period | | $ | 19.12 | | | $ | 15.37 | |
Market price, end of period | | $ | 19.15 | | | $ | 15.38 | |
Total investment return/(loss) on net asset value(3) | | | 24.81 | % | | | (23.13 | )%(5) |
Total investment return/(loss) on market price(4) | | | 24.99 | % | | | (23.09 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 22,460 | | | $ | 20,754 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.53 | % | | | 0.50 | %(6) |
Portfolio turnover rate | | | 25 | % | | | 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 periods. This information has been derived from information provided in the financial statements.
| | For the year Ended august 31, | | | For the period Ended august 31, | |
| | 2023 | | | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 15.02 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.02 | | | | 0.03 | |
Net realized and unrealized gain/(loss) from investments | | | 0.76 | | | | (5.01 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.78 | | | | (4.98 | ) |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (0.03 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.03 | ) | | | — | |
Net asset value, end of period | | $ | 15.77 | | | $ | 15.02 | |
Market price, end of period | | $ | 15.78 | | | $ | 15.01 | |
Total investment return/(loss) on net asset value(3) | | | 5.21 | % | | | (24.88 | )%(5) |
Total investment return/(loss) on market price(4) | | | 5.39 | % | | | (24.97 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 29,183 | | | $ | 32,678 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.15 | % | | | 0.26 | %(6) |
Portfolio turnover rate | | | 27 | % | | | 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, 2023
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 complex 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 fifty-three separate investment portfolios, including the Motley Fool Global Opportunities ETF (“Global Opportunities Fund”), the Motley Fool Mid-Cap Growth ETF (“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”), 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.
RBB has authorized capital of one hundred billion shares of common stock of which 91.523 billion shares are currently classified into two hundred and twenty-two 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 Motley Fool Asset Management, LLC (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”.
The end of the reporting period for the Funds is August 31, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant.
The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Motley Fool Asset Management, LLC (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 | | $ | 416,585,164 | | | $ | 416,585,164 | | | $ | — | | | $ | — | | | $ | — | |
Investment Purchased with Proceeds From Securities Lending Collateral | | | 39,874,840 | | | | — | | | | — | | | | — | | | | 39,874,840 | |
Short-Term Investment | | | 11,407,238 | | | | 11,407,238 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 467,867,242 | | | $ | 427,992,402 | | | $ | — | | | $ | — | | | $ | 39,874,840 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
MID-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 192,334,066 | | | $ | 192,334,066 | | | $ | — | | | $ | — | | | $ | — | |
Investment Purchased with Proceeds From Securities Lending Collateral | | | 25,256,724 | | | | — | | | | — | | | | — | | | | 25,256,724 | |
Short-Term Investment | | | 1,999,916 | | | | 1,999,916 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 219,590,706 | | | $ | 194,333,982 | | | $ | — | | | $ | — | | | $ | 25,256,724 | |
FOOL 100 FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 549,037,302 | | | $ | 549,037,302 | | | $ | — | | | $ | — | | | $ | — | |
Right | | | 20,813 | | | | — | | | | — | | | | 20,813 | | | | — | |
Investment Purchased with Proceeds From Securities Lending Collateral | | | 15,466,606 | | | | — | | | | — | | | | — | | | | 15,466,606 | |
Short-Term Investment | | | 284,182 | | | | 284,182 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 564,808,903 | | | $ | 549,321,484 | | | $ | — | | | $ | 20,813 | | | $ | 15,466,606 | |
SMALL-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 67,331,860 | | | $ | 67,331,860 | | | $ | — | | | $ | — | | | $ | — | |
Investment Purchased with Proceeds From Securities Lending Collateral | | | 30,954,920 | | | | — | | | | — | | | | — | | | | 30,954,920 | |
Short-Term Investment | | | 7,067,833 | | | | 7,067,833 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 105,354,613 | | | $ | 74,399,693 | | | $ | — | | | $ | — | | | $ | 30,954,920 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
CAPITAL EFFICIENCY FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 22,382,380 | | | $ | 22,382,380 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investment | | | 65,956 | | | | 65,956 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 22,448,336 | | | $ | 22,448,336 | | | $ | — | | | $ | — | | | $ | — | |
NEXT FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 29,152,486 | | | $ | 29,152,486 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investment | | | 12,142 | | | | 12,142 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 29,164,628 | | | $ | 29,164,628 | | | $ | — | | | $ | — | | | $ | — | |
* | Please refer to the Schedule of Investments for further details. |
^ | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
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, 2023
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 (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 the 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.
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.
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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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 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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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.
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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
3. INVESTMENT adviser and other services
Each Fund pays all of its expenses other than those expressly assumed by 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% | |
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Global Opportunities Fund | | $ | 3,520,595 | |
Mid-Cap Growth Fund | | | 1,645,190 | |
Fool 100 Fund | | | 2,120,500 | |
Small-Cap Growth Fund | | | 598,691 | |
Capital Efficiency Fund | | | 100,946 | |
Next Fund | | | 149,524 | |
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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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. 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. As of the end of the reporting period, there were no director or officer fees paid by the Funds.
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 | | $ | 18,153,423 | | | $ | 24,346,178 | |
Mid-Cap Growth Fund | | | 43,476,707 | | | | 33,923,787 | |
Fool 100 Fund | | | 25,756,474 | | | | 25,128,834 | |
Small-Cap Growth Fund | | | 40,101,744 | | | | 42,175,352 | |
Capital Efficiency Fund | | | 5,143,192 | | | | 5,251,207 | |
Next Fund | | | 7,998,271 | | | | 8,134,439 | |
There were no purchases or sales of long-term U.S. Government Securities during the current fiscal period.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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 | | $ | 1,895,435 | | | $ | 44,451,953 | |
Mid-Cap Growth Fund | | | — | | | | 28,030,579 | |
Fool 100 Fund | | | 75,388,326 | | | | 32,435,763 | |
Small-Cap Growth Fund | | | 618,849 | | | | 14,136,330 | |
Capital Efficiency Fund | | | 462,085 | | | | 3,075,213 | |
Next Fund | | | — | | | | 4,676,240 | |
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, 2023, 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 | | $ | 279,823,206 | | | $ | 206,932,202 | | | $ | (18,950,252 | ) | | $ | 187,981,950 | |
Mid-Cap Growth Fund | | | 135,989,188 | | | | 85,588,355 | | | | (1,986,836 | ) | | | 83,601,518 | |
Fool 100 Fund | | | 395,327,867 | | | | 191,011,765 | | | | (21,530,729 | ) | | | 169,481,036 | |
Small-Cap Growth Fund | | | 112,120,856 | | | | 10,100,483 | | | | (16,866,726 | ) | | | (6,766,243 | ) |
Capital Efficiency Fund | | | 19,675,861 | | | | 3,538,922 | | | | (766,447 | ) | | | 2,772,475 | |
Next Fund | | | 32,632,634 | | | | 2,455,806 | | | | (5,923,812 | ) | | | (3,468,006 | ) |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
The following permanent differences as of August 31, 2023, 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 | | $ | (19,636,237 | ) | | $ | 19,636,237 | |
Mid-Cap Growth Fund | | | (14,039,117 | ) | | | 14,039,117 | |
Fool 100 Fund | | | (13,150,419 | ) | | | 13,150,419 | |
Small-Cap Growth Fund | | | (734,694 | ) | | | 734,694 | |
Capital Efficiency Fund | | | (384,723 | ) | | | 384,723 | |
Next Fund | | | (161,997 | ) | | | 161,997 | |
As of August 31, 2023, 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 | | $ | 686,089 | | | $ | — | | | $ | — | | | $ | — | | | $ | 187,981,950 | | | $ | 188,668,039 | |
Mid-Cap Growth Fund | | | 486,537 | | | | 2,606,889 | | | | — | | | | — | | | | 83,601,518 | | | | 86,694,944 | |
Fool 100 Fund | | | 829,826 | | | | — | | | | (9,215,351 | ) | | | — | | | | 169,481,036 | | | | 161,095,511 | |
Small-Cap Growth Fund | | | — | | | | — | | | | — | | | | (5,649,321 | ) | | | (6,766,243 | ) | | | (12,415,564 | ) |
Capital Efficiency Fund | | | 73,939 | | | | — | | | | (991,319 | ) | | | — | | | | 2,772,475 | | | | 1,855,095 | |
Next Fund | | | 30,724 | | | | — | | | | (1,759,944 | ) | | | — | | | | (3,468,006 | ) | | | (5,197,226 | ) |
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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2023 and August 31, 2022 was as follows:
FUND | | Tax year | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Global Opportunities Fund | | | 2023 | | | $ | 1,203,987 | | | $ | 1,501,269 | | | $ | 2,705,256 | |
| | | 2022 | | | | 13,281,199 | | | | 34,767,880 | | | | 48,049,079 | |
Mid-Cap Growth Fund | | | 2023 | | | | — | | | | — | | | | — | |
| | | 2022 | | | | — | | | | 20,813,933 | | | | 20,813,933 | |
Fool 100 Fund | | | 2023 | | | | 1,701,998 | | | | — | | | | 1,701,998 | |
| | | 2022 | | | | 309,330 | | | | 1,016,460 | | | | 1,325,790 | |
Small-Cap Growth Fund | | | 2023 | | | | — | | | | 227,522 | | | | 227,522 | |
| | | 2022 | | | | — | | | | 3,829,540 | | | | 3,829,540 | |
Capital Efficiency Fund | | | 2023 | | | | 76,457 | | | | — | | | | 76,457 | |
| | | 2022 | | | | — | | | | — | | | | — | |
Next Fund | | | 2023 | | | | 64,299 | | | | — | | | | 64,299 | |
| | | 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, 2023 any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023 The Small-Cap Growth Fund deferred $5,649,321 post October loss which will be treated as arising on the first business day of the following fiscal year.
Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2023, the Fool 100 Fund had $7,834,523 of short-term capital loss carryforwards and $1,380,828 of long-term capital loss carryforwards, the Capital Efficiency Fund had $882,875 of short-term capital loss carryforwards and $108,444 of long-term capital loss carryforwards, and the Next Fund had $1,438,883 of short-term capital loss carryforwards and $322,061 of long-term capital loss carryforwards..
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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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 | | $ | 39,407,010 | | | $ | 39,874,840 | | | $ | 76,094 | |
Mid-Cap Growth Fund | | | 24,600,703 | | | | 25,256,724 | | | | 56,759 | |
Fool 100 Fund | | | 15,126,010 | | | | 15,466,606 | | | | 64,188 | |
Small-Cap Growth Fund | | | 30,076,672 | | | | 30,954,920 | | | | 37,987 | |
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2023
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 | | $ | 39,407,010 | | | $ | — | | | $ | 39,407,010 | | | $ | (39,407,010 | ) | | $ | — | | | $ | — | |
Mid-Cap Growth Fund | | | 24,600,703 | | | | — | | | | 24,600,703 | | | | (24,600,703 | ) | | | — | | | | — | |
Fool 100 Fund | | | 15,126,010 | | | | — | | | | 15,126,010 | | | | (15,126,010 | ) | | | — | | | | — | |
Small-Cap Growth Fund | | | 30,076,672 | | | | — | | | | 30,076,672 | | | | (30,076,672 | ) | | | — | | | | — | |
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 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.
In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
Motley Fool Asset Management ETFs
Notes to Financial Statements (Concluded)
AUGUST 31, 2023
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR)and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
9. Subsequent Events
In preparing these financial statements, management of the Funds has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued, and has determined that there were the following subsequent event: The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
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, 2023, 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, 2023, 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, Motley Fool Mid-Cap Growth ETF, and Motley Fool 100 Index ETF | For the year ended August 31, 2023 | For each of the two years in the period ended August 31, 2023 | For each of the five years in the period ended August 31, 2023 |
Motley Fool Small-Cap Growth ETF | For the year ended August 31, 2023 | For each of the two years in the period ended August 31, 2023 | For each of the four years in the period ended August 31, 2023 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 year ended August 31, 2023 | For the year ended August 31, 2023 and for the period December 30, 2021 (commencement of operations) through August 31, 2022 | For the year ended August 31, 2023 and for the period December 30, 2021 (commencement of operations) through August 31, 2022 |
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2011.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
Motley Fool Asset Management ETFs
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 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, 2023 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.
| |
| TAIT, WELLER & BAKER LLP |
Philadelphia, Pennsylvania
October 30, 2023
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the following dividends and distributions were paid by the Funds:
FUND | | ORDINARY INCOME | | | LONG-TERM capital gain | |
Global Opportunities Fund | | $ | 1,203,987 | | | $ | 1,501,269 | |
Mid-Cap Growth Fund | | | — | | | | — | |
Fool 100 Fund | | | 1,701,998 | | | | — | |
Small-Cap Growth Fund | | | — | | | | 227,522 | |
Capital Efficiency Fund | | | 76,457 | | | | — | |
Next Fund | | | 64,299 | | | | — | |
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, 2023 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 | 100.00% |
Next Fund | 100.00% |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Funds are as follows:
Global Opportunities Fund | 97.12% |
Mid-Cap Growth Fund | 0.00% |
Fool 100 Fund | 100.00% |
Small-Cap Growth Fund | 0.00% |
Capital Efficiency Fund | 100.00% |
Next Fund | 100.00% |
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 2024.
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 filings 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 Agreement”) on behalf of the Motley Fool Mid-Cap Growth ETF, the Motley Fool Global Opportunities ETF, the Motley Fool Small-Cap Growth ETF, Motley Fool 100 Index ETF, Motley Fool Capital Efficiency 100 Index ETF and Motley Fool Next Index ETF (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangements. In approving the Investment Advisory Agreement, the Board considered information provided by MFAM with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and MFAM with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of MFAM and discussed the Investment Advisory Agreement with counsel in executive sessions, at which no representatives of MFAM were present. 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 FUSE comparing each Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to each Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Fund to the performance of its 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 respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Peer Groups was acceptable.
The Directors then noted the performance of the Motley Fool 100 Index ETF, Motley Fool Capital Efficiency 100 Index ETF, and Motley Fool Next Index ETF. The Directors considered that because each of the aforementioned Funds was designed to track the performance of its respective index, the relevant consideration was the extent to which such 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 three-month, one-year, three-year, and since-inception periods ended March 31, 2023, as applicable, each of the aforementioned Fund’s performance was in line with its index before fees and expenses.
Motley Fool Asset Management ETFs
Notice to Shareholders (CONTINUED)
(Unaudited)
The Directors noted that the Motley Fool 100 Index ETF outperformed the median of its Peer Group for the three-year and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and one-year periods ended December 31, 2022.
The Directors noted that the Motley Fool Capital Efficiency 100 Index ETF outperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.
The Directors noted that the Motley Fool Next Index ETF underperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.
The Directors noted that the Motley Fool Global Opportunities ETF outperformed its primary benchmark, the FTSE Global All Cap Net Tax Index, for the three-month and since inception periods ended March 31, 2023, and underperformed its benchmark for the one-year, three-year and five-year periods ended March 31, 2023. The Directors noted that the Motley Fool Global Opportunities ETF equaled the performance of the median of its Peer Group for the one-year and five-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and three-year periods ended December 31, 2022.
The Directors noted that the Motley Fool Mid-Cap Growth ETF underperformed its primary benchmark, the Russell Midcap Growth Index, for the three-month, one-year, three-year, five-year and since inception periods ended March 31, 2023. The Directors noted that the Motley Fool Mid-Cap Growth ETF equaled the performance of the median of its Peer Group for the one-year, three-year and five-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month period ended December 31, 2022.
The Directors noted that the Motley Fool Small-Cap Growth ETF outperformed its primary benchmark, the Russell 2000 Growth Index, for the three-month and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-year and three-year periods ended March 31, 2023. The Directors noted that the Motley Fool Small-Cap Growth ETF outperformed the median of its Peer Group for the three-month and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the one-year and three-year periods ended December 31, 2022.
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 were compared to similar information for ETFs advised by other, unaffiliated investment advisory firms.
The Directors noted that the net advisory fee of the Motley Fool Mid-Cap Growth ETF ranked above the median and in the 5th quintile of its Peer Group, and the Fund’s total net expenses were above the median and in the 4th quintile of its Peer Group.
The Directors noted that the net advisory fee of the Motley Fool Global Opportunities ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 2nd quintile of its Peer Group.
The Directors noted that the net advisory fee of the Motley Fool Small-Cap Growth ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 1st quintile of its Peer Group.
The Directors noted that the net advisory fee of the Motley Fool 100 Index ETF equaled the median and in the 3rd quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 3rd quintile of its Peer Group.
The Directors noted that the net advisory fee of the Motley Fool Capital Efficiency 100 Index ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses equaled the median and ranked in the 3rd quintile of its Peer Group.
The Directors noted that both the net advisory fee and total net expenses of the Motley Fool Next Index ETF ranked above the median and in the 4th quintile of its Peer Group.
The Board also took into consideration that the advisory fee for each Fund 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 Funds’ other service providers and paying other expenses of the Funds out of its own fees and resources.
Motley Fool Asset Management ETFs
Notice to Shareholders (Concluded)
(Unaudited)
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 to be paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2024.
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 January 1, 2022 to December 31, 2022 (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.
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
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Motley Fool Asset Management ETFs
PRIVACY NOTICE (Continued)
(Unaudited)
However, you can contact us at any time to limit our sharing.
Questions: Call 1-888-863-8803 or go to www.fooletfs.com
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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
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Motley Fool Asset Management ETFs
PRIVACY NOTICE (CONCLUDED)
(Unaudited)
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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 During the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Lisa A. Dolly 615 East Michigan Street Milwaukee, WI, 53202 Age: 57 | 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. | 63 | 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 During the Past 5 Years |
| | | | | |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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) | 63 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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 During 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: 60 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); since 2021, 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: 63 | Treasurer and Secretary | 2016 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (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 During the Past 5 Years |
| | | | | |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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, banking and investment services industry, including service on the boards of public companies, 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.
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Optima Strategic Credit Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2023
Optima Strategic Credit Fund
Table of Contents
| |
Annual Investment Adviser’s Report | 1 |
Performance Data | 2 |
Fund Expense Example | 4 |
Portfolio Holdings Summary Table | 5 |
Portfolio of Investments | 6 |
Statement of Assets And Liabilities | 7 |
Statement of Operations | 8 |
Statements of Changes in Net Assets | 9 |
Financial Highlights | 10 |
Notes To Financial Statements | 11 |
Report of Independent Registered Public Accounting Firm | 19 |
Shareholder Tax Information | 20 |
Other Information | 21 |
Company Management | 24 |
Privacy Notice | 28 |
Optima Strategic Credit Fund
Annual Investment Adviser’s Report
August 31, 2023 (Unaudited)
September 22, 2023
Over the fiscal year ended August 31, 2023, fixed income and credit markets were mixed with the iBoxx USD Liquid High Yield Index TR gaining 7.05% and the Bloomberg US Universal Total Return Index down -0.39% reflecting a very difficult environment for fixed income investors. The Optima Strategic Credit Fund (the “Fund”) returned 0.12% for the fiscal year.
The Fund’s systematic model began this fiscal year favoring a “risk-off” environment by investing in money market funds and short-duration 3-month to 1-year U.S. Treasury bills. The challenging investment conditions which persisted throughout the period resulted in more volatile signals, creating an unusual “whip-saw” effect. The resultant model indications for “risk-on” environments had the Fund allocating to higher-yielding credit, subsequently the model reverted to “risk-off” indications when those positions proved unprofitable. This “whip-saw” action in our models is highly unusual and reflected short term challenging investment conditions.
In “risk-on” environments, 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. Over the longer term, our models have shown significant efficacy and we remain convicted in our approach to the Fund. From the inception of the Fund on December 29, 2021 through the fiscal year ended on August 31, 2023, the Fund has returned -0.98% compared to -2.94% for the iBoxx USD Liquid High Yield Index TR and -11.13% for the Bloomberg US Universal Total Return Index, respectively, over the same period.
Optima Asset Management LLC (the “Adviser”) and Anthony Capital Management, LLC (the “Sub-Adviser”), as reported by Doug Reich, the Portfolio Manager
Note: 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 double counted in the index. The U.S. Universal index was created on January 1, 1999, with index history backfilled to January 1, 1990
Note: 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 performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. 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. Performance data current to the most recent month-end can be obtained by calling (866) 239-2026.
Must be preceded or accompanied by a current 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 greater 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, 2023 (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 Periods Ended August 31, 2023 | |
| One Year | Since Inception(1) | |
Optima Strategic Credit Fund | 0.12% | -0.98% | |
iBoxx USD Liquid High Yield Index(2)(3)(4) | 7.05% | -2.94% | |
Markit CDX North America High Yield Index(2)(4) | 14.97% | 4.56% | |
| | | |
Net Expense Ratio(5) 1.25% | | | |
Gross Expense Ratio(6) 1.71% | | | |
(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) | Beginning on February 28, 2023, the Fund has opted to change its primary index from the iBoxx USD Liquid High Yield Index to the Markit CDX North America High Yield Index (the “HY Index”). The HY Index is composed of one hundred (100) liquid North American entities with high yield credit ratings that trade in the credit default swaps market. |
(5) | 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. Net expense ratio reflects contractual fee waivers through December 31, 2023. |
(6) | The gross expense ratio of the Fund as of the most recent prospectus. |
2
Optima Strategic Credit Fund
Performance Data
August 31, 2023 (Unaudited) (Concluded)
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, 2023 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 investments will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.
3
Optima Strategic Credit Fund
Fund Expense Example
August 31, 2023 (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, 2023 through August 31, 2023, 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, 2023 | Ending Account Value August 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Returns for the Funds |
Actual | $ 1,000.00 | $ 1,001.60 | $ 6.31 | 1.25% | 0.16% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,025.21 | 6.38 | 1.25% | N/A |
* | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2023 to August 31, 2023, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 365 to reflect the one half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund. |
4
Optima Strategic Credit Fund
Portfolio Holdings Summary Table
august 31, 2023 (Unaudited)
The following table presents a summary of the portfolio holdings of the Fund:
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS | | | | | | | | |
U.S. Treasury Obligations | | | 83.7 | % | | $ | 39,646,076 | |
Money Market Deposit Accounts | | | 0.5 | | | | 250,000 | |
Money Market Funds | | | 9.4 | | | | 4,445,465 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 6.4 | | | | 3,025,610 | |
NET ASSETS | | | 100.0 | % | | $ | 47,367,151 | |
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.
5
Optima Strategic Credit Fund
Portfolio of Investments
August 31, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 93.6% | | | | | | | | | | | | | | | | |
U.S. Treasury Obligations — 83.7% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 5.001% | | | | 09/07/23 | | | | 5,000 | | | $ | 4,995,611 | |
United States Treasury Bill(b) | | | 4.859% | | | | 09/21/23 | | | | 5,000 | | | | 4,985,351 | |
United States Treasury Bill | | | 4.890% | | | | 09/28/23 | | | | 5,000 | | | | 4,980,181 | |
United States Treasury Bill | | | 5.223% | | | | 10/26/23 | | | | 10,000 | | | | 9,919,200 | |
United States Treasury Bill | | | 5.379% | | | | 12/07/23 | | | | 5,000 | | | | 4,928,533 | |
United States Treasury Bill | | | 5.423% | | | | 12/21/23 | | | | 10,000 | | | | 9,837,200 | |
TOTAL U.S. TREASURY OBLIGATIONS (Cost $39,660,146) | | | | | | | | | | | | | | | 39,646,076 | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
Money Market Deposit Accounts — 0.5% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20%(a) | | | | | | | | | | | 250 | | | | 250,000 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS | | | | | | | | | | | | | | | | |
(Cost $250,000) | | | | | | | | | | | | | | | 250,000 | |
| | | | | | | | | | | | | | | | |
Money Market Funds — 9.4% | | | | | | | | | | | | | | | | |
First American Treasury Obligations Fund, 5.27%(a) | | | | | | | | | | | 4,445 | | | | 4,445,465 | |
TOTAL MONEY MARKET FUNDS | | | | | | | | | | | | | | | | |
(Cost $4,445,465) | | | | | | | | | | | | | | | 4,445,465 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS - 93.6% | | | | | | | | | | | | | | | | |
(Cost $44,355,611) | | | | | | | | | | | | | | | 44,341,541 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 6.4% | | | | | | | | | | | | | | | 3,025,610 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 47,367,151 | |
* | 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, 2023. |
(b) | As of August 31, 2023 a portion of the security is held as collateral in the amount of $4,985,368. |
The accompanying notes are an integral part of the financial statements.
6
Optima Strategic Credit Fund
Statement of Assets And Liabilities
August 31, 2023
ASSETS | | | | |
Short-term investments, at value (cost $44,355,611) | | $ | 44,341,541 | |
Cash and cash equivalents | | | 94,601 | |
Deposit at broker for swap contracts | | | 2,999,069 | |
Receivables for: | | | | |
Interest | | | 19,363 | |
Prepaid expenses and other assets | | | 3,137 | |
Total assets | | | 47,457,711 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Audit expenses | | | 23,842 | |
Advisory fees | | | 20,071 | |
Administration and accounting services fees | | | 11,158 | |
Transfer agent fees | | | 10,711 | |
Printing and shareholder reporting fees | | | 2,636 | |
Custodian fees | | | 770 | |
Other accrued expenses and liabilities | | | 21,372 | |
Total liabilities | | | 90,560 | |
Net assets | | | 47,367,151 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 4,844 | |
Paid-in capital | | | 48,131,062 | |
Total distributable earnings/(losses) | | | (768,755 | ) |
Net assets | | $ | 47,367,151 | |
| | | | |
FOUNDERS CLASS SHARES: | | | | |
Net assets | | $ | 47,367,151 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 4,844,447 | |
Net asset value, offering and redemption price per share | | $ | 9.78 | |
The accompanying notes are an integral part of the financial statements.
7
Optima Strategic Credit Fund
Statement of Operations
For the Year Ended August 31, 2023
INVESTMENT INCOME | | | | |
Interest | | $ | 1,704,610 | |
Broker interest income | | | 47,905 | |
Total investment income | | | 1,752,515 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 246,267 | |
Broker expenses | | | 214,000 | |
Offering costs | | | 82,234 | |
Transfer agent fees (Note 2) | | | 78,359 | |
Administration and accounting services fees (Note 2) | | | 51,298 | |
Audit fees and tax services | | | 22,928 | |
Legal fees | | | 13,857 | |
Registration and filing fees | | | 12,367 | |
Officer fees | | | 4,586 | |
Director fees | | | 3,591 | |
Printing and shareholder reporting fees | | | 3,581 | |
Custodian fees (Note 2) | | | 1,803 | |
Broker interest expense | | | 137 | |
Other expenses | | | 2,999 | |
Advisory fees - recouped (See Note 2) | | | 57,163 | |
Net expenses after waivers and/or reimbursements | | | 795,170 | |
Net investment income/(loss) | | | 957,345 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Short-term investments | | | 2,950 | |
Swap contracts | | | (1,111,147 | ) |
Net change in unrealized appreciation/(depreciation) from: | | | | |
Short-term investments | | | 172,530 | |
Net realized and unrealized gain/(loss) from investments | | | (935,667 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 21,678 | |
The accompanying notes are an integral part of the financial statements.
8
Optima Strategic Credit Fund
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2023 | | | For the Period Ended August 31, 2022* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 957,345 | | | $ | 3,277 | |
Net realized gain/(loss) from investments and swap contracts | | | (1,108,197 | ) | | | (852 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 172,530 | | | | (186,600 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 21,678 | | | | (184,175 | ) |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (606,258 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (606,258 | ) | | | — | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 11,485,654 | | | | 41,719,542 | |
Proceeds from reinvestment of distributions | | | 606,258 | | | | — | |
Shares redeemed | | | (5,242,501 | ) | | | (433,047 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 6,849,411 | | | | 41,286,495 | |
Total increase/(decrease) in net assets | | | 6,264,831 | | | | 41,102,320 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 41,102,320 | | | | — | |
End of period | | $ | 47,367,151 | | | $ | 41,102,320 | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,162,982 | | | | 4,197,861 | |
Shares reinvested | | | 61,989 | | | | — | |
Shares redeemed | | | (534,927 | ) | | | (43,458 | ) |
Net increase/(decrease) in shares outstanding | | | 690,044 | | | | 4,154,403 | |
* | Inception date of the Fund was December 29, 2021. |
The accompanying notes are an integral part of the financial statements.
9
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 respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2023 | | | For the Period December 29, 2021(1) to August 31, 2022 | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 9.89 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.19 | | | | — | |
Net realized and unrealized gain/(loss) from investments | | | (0.18 | ) | | | (0.11 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.01 | | | | (0.11 | ) |
Total dividends and distributions to shareholders | | | (0.12 | ) | | | — | |
Net asset value, end of period | | $ | 9.78 | | | $ | 9.89 | |
Total investment return/(loss)(3) | | | 0.12 | % | | | (1.10 | )%(4) |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 47,367 | | | $ | 41,102 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 1.61 | % | | | 1.48 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 1.61 | % | | | 1.94 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding broker expenses) | | | 1.18 | % | | | 1.25 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (excluding broker expenses) | | | 1.18 | % | | | 1.71 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.94 | % | | | 0.03 | %(5) |
Portfolio turnover rate | | | 0 | % | | | 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.
10
Optima Strategic Credit Fund
Notes To Financial Statements
August 31, 2023
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 fifty-three 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 91.523 billion shares are currently classified into two hundred and twenty-two 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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. Securities listed or traded on U.S. exchanges, including swaps contracts, are valued at the last sales prices on the exchange where they are principally traded. In the absence of a current quotation, a security is valued at the mean between the last bid and asked prices on that exchange. 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.
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated Optima Asset Management LLC (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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.). |
11
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
| ● 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 | | $ | 44,341,541 | | | $ | 4,695,465 | | | $ | 39,646,076 | | | $ | — | |
Total Investments* | | $ | 44,341,541 | | | $ | 4,695,465 | | | $ | 39,646,076 | | | $ | — | |
* | 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 RBB Fund 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.
12
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
Credit Default Swap – During the current fiscal period, the Fund entered into a credit default swap to preserve a return or spread on a particular investment or portion of its portfolio, as a duration management technique and to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. In a credit default swap, the protection buyer makes a stream of payments based on a fixed percentage applied to the contract notional amount to the protection seller in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation which may be either a single security or a basket of securities issued by corporate or sovereign issuers. Although contract-specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. Upon the occurrence of a defined credit event, the difference between the value of the reference obligation and the swap’s notional amount is recorded as realized gain (for protection written) or loss (for protection sold) in the Statement of Operations. In the case of credit default swaps where the Fund is selling protection, the notional amount approximates the maximum loss. For centrally cleared swaps, the daily change in valuation, and upfront payments, if any, are recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately as Deposit at Broker for Swap Contracts on the Statement of Assets and Liabilities. The Fund was not invested in any credit default swap contracts as of the fiscal period year-end. The average quarterly notional value of the credit default swap in the Fund during the current fiscal period was as follows:
Portfolio | | | |
Optima Strategic Credit Fund | | $ | 13,200,000 | |
For the current fiscal period, the effect of derivative contracts in the Fund’s Statement of Operations was as follows:
| | STATEMENT OF OPERATIONS | |
RISK | | DERIVATIVE TYPE | | | LOCATION | | | NET REALIZED GAIN(LOSS) | | | NET CHANGE IN UNREALIZED APPRECATION (DEPRECIATION) | |
Credit | | | Swap contracts | | | | Swap contracts | | | $ | (1,111,147 | ) | | $ | — | |
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.
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 Anthony Capital Management, LLC (the “Sub-Adviser”) and on the Sub-Adviser’s ability to correctly identify economic trends.
13
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
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.
Credit Default Swap Risk — Credit default swaps are typically two-party financial contracts that transfer credit exposure between the two parties. Under a typical credit default swap, one party (the “seller”) receives pre-determined periodic payments from the other party (the “buyer”). The seller agrees to make specific payments to the buyer if a negative credit event occurs, such as the bankruptcy of or default by the issuer of the underlying debt instrument. The use of credit default swaps involves investment techniques and risks different from those associated with ordinary portfolio security transactions, such as potentially heightened counterparty or concentration risks.
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 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.
14
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
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. 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.
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, 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.
Advisory Fee | Expense Cap |
| Founders Class |
.50% | 1.25% |
15
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:
Gross Advisory Fees | Waivers/ Recoupment | Net Advisory Fees |
$246,267 | $— | $246,267 |
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. $57,163 was recouped in the current year attributable to fees waived in the fiscal period ended August 31, 2022.
As of the end of the reporting period, the Fund 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 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. 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, Director and Officer fees charged or paid by the Fund were $3,591 and $4,586, respectively.
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
16
Optima Strategic Credit Fund
Notes To Financial Statements (Continued)
August 31, 2023
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, 2023, 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) |
$44.355,611 | $0 | $(14,070) | $(14,070) |
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, 2023, 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 |
$1,036,396 | $0 | $(14,070) | $(1,791,081) | $0 | $0 |
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, 2023 were as follows:
| Ordinary Income | Long-Term Gains | Total |
2023 | $606,258 | $0 | $606,258 |
During the fiscal period ended August 31, 2022 there were no dividends and distributions paid by the Fund.
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, 2023, the Fund had unexpiring short-term losses of $1,791,081 to offset future capital gains.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
17
Optima Strategic Credit Fund
Notes To Financial Statements (Concluded)
August 31, 2023
In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and ETFs and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Fund is required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
7. Subsequent Events
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. Effective October 1, 2023, the frequency of distributions to be made by the Fund were changed from quarterly to monthly.
Subsequent to August 31, 2023, the Fund paid the following distributions:
Record Date: | Ex-Date: | Pay Date: | Distribution Rate Per Share |
9/25/2023 | 9/26/2023 | 9/26/2023 | $0.02503384 |
18
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, 2023, the related statement of operations for the year then ended, and the statements of changes in net assets, the related notes, and the financial highlights for the year ended August 31, 2023 and the period from 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, 2023, the results of its operations for the year then ended, and the changes in net assets and the financial highlights for each of the periods indicated above, 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 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.
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, 2023, by correspondence with the custodians and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2022.
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 30, 2023
19
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, 2023. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023. During the fiscal year ended August 31, 2023, 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.
20
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 filings 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 January 1, 2022 to December 31, 2022 (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 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.
21
Optima Strategic Credit Fund
Other Information (Continued)
(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 May 16-17, 2023 (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 additional one-year term. 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 renewal and approval of the Investment Advisory Agreement between the Company and the Adviser with respect to the Fund, and the Investment Sub-Advisory Agreement by and among the Company, the Adviser and the 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. The Directors reviewed these materials with management of the Adviser and the Sub-Adviser, and discussed the aforementioned Agreements with counsel in executive sessions, at which no representatives of the Adviser or the Sub-Adviser were present. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by the Adviser and the Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) the Adviser’s and the Sub-Adviser’s investment philosophies and processes; (iv) the Adviser’s and the Sub-Adviser’s assets under management and client descriptions; (v) the Adviser’s and the Sub-Adviser’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) the Adviser’s and the Sub-Adviser’s advisory fee arrangements with the Company and other similarly managed clients, as applicable; (vii) the Adviser’s and the Sub-Adviser’s compliance procedures; (viii) the Adviser’s and the Sub-Adviser’s financial information and insurance coverage, as applicable, and the Adviser’s profitability analysis; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by FUSE comparing the Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of the Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser. The Directors concluded that the Adviser and the Sub-Adviser had substantial resources to provide services to the Fund.
The Directors also considered the investment performance of the Fund, noting that the Fund had outperformed the iBoxx USD Liquid High Yield Index, for the one-year and since inception periods ended March 31, 2023, and underperformed the benchmark for the one- and three-month periods ended March 31, 2023. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Board noted that the Fund’s total return for the three-month period equaled the median of its Peer Group, and for the one-year and since-inception period outperformed the median of its Peer Group.
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 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 Fund’s net advisory fee and total net expenses (including acquired fund fees and expenses) were both below the median and ranked in the 1st quintile of its Peer Group. The Directors also considered the fees payable to the Sub-Adviser under the Sub-Advisory Agreement and the information provided by the Adviser on the services provided by the Sub-Adviser. In this regard, the Directors noted that the fees for the Sub-Adviser were paid directly by the Adviser and not by the Fund. The Directors noted that the Adviser had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2023, to limit total annual operating expenses to agreed upon levels for the Fund.
22
Optima Strategic Credit Fund
Other Information (Concluded)
(Unaudited)
After reviewing the information regarding the Adviser’s and the Sub-Adviser’s costs, profitability and economies of scale, and after considering the services to be provided by the Adviser and the Sub-Adviser, the Directors concluded that the investment advisory fees to be paid by the Fund to the Adviser and the sub-advisory fees to be paid by the Adviser to the Sub-Adviser were fair and reasonable and that the Investment Advisory Agreement and Sub-Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2024.
23
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 During the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021).. |
24
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 During the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
Officers |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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 |
25
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 During the Past 5 Years |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age:52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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. |
26
Optima Strategic Credit Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his 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, banking and investment services industry, including service on the boards of public companies, 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.
27
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. |
28
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 FFT Wealth Management 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. |
29
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-AR23
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
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2023
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, 2023 (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.
I trust this letter finds you in good health and high spirits. It is with great pleasure and a deep sense of responsibility that I write to you today, reflecting on various reasons to invest in the fund.
In an investment landscape that can often be turbulent and unpredictable, the fund seeks to stand as a beacon of stability and prudence. Our fund has been designed with a specific focus on low volatility and defensive strategies, seeking to offer our shareholders a unique set of advantages that are particularly relevant in today’s uncertain times.
Some of the key reasons why someone would consider the fund include:
| ● | Stability in Volatile Markets: the fund is designed to minimize exposure to market fluctuations. In times of economic uncertainty or market turbulence, the fund aims to provide a reliable anchor for your equity investments. |
| ● | Risk Mitigation: Low volatility and defensive strategies are integral to our investment approach. We actively manage the fund to manage risk and seek to limit downside return and help to mitigate the risk of loss during market downturns. |
| ● | Long-Term Growth Potential: Our goal is to seek long-term capital appreciation. By carefully selecting assets and balancing risk, we aim to deliver attractive risk-adjusted returns over time. |
| ● | Diversification: The fund seeks to provide diversification benefits to your investment portfolio. Our team carefully selects investments designed to spread risk, helping you achieve a more balanced and resilient investment profile. |
| ● | Professional Management: Trust in the expertise and experience of our investment team is paramount. We are dedicated to actively monitoring and adjusting our portfolio to seize opportunities while maintaining a defensive posture when necessary. |
We understand that every investor has unique goals and risk tolerance, and the fund is designed to cater to a broad spectrum of investment needs. Whether you’re approaching retirement, seek risk management, or simply aiming for a smoother ride in volatile markets, we hope the fund can be a valuable addition to your investment portfolio.
At SGI, we take our role as stewards of your capital seriously. If you have any questions or would like to learn more about the fund and how it can align with your financial goals, please don’t hesitate to reach out to our dedicated team. We are here to serve you and support your investment journey.
Thank you for your continued trust and confidence in SGI. We look forward to navigating the path to financial success together.
Sincerely,
David Harden
1
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
Highlights
| ● | The SGI U.S. Large Cap Equity Fund - Class I Shares returned 6.02% on a net basis1 in twelve months ended August 31, 2023. The fund outperformed its benchmark, the S&P 500 Low Volatility Index, which declined 0.57% during the same period. |
| ● | Overall stock selection 39% of the fund’s relative outperformance versus the benchmark. |
| ● | Strong stock selection in the Information Technology sector contributed the most to relative returns. |
| ● | Overweight exposures to earnings variability, beta, and growth factors accounted for 50% of the relative outperformance of the fund. |
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Large Cap Equity Fund - Class I Shares returned 6.02% on a net basis1 in the twelve months period ended August 31, 2023. The fund outperformed its benchmark, the S&P 500 Low Volatility Index, which declined 0.57% during the same period. 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 39% of the fund’s relative outperformance versus the benchmark while sector positioning accounted for the remainder.
The Information Technology sector was the largest contributing sector, accounting for 42% of the fund’s relative outperformance. Within this sector, 78% of the outperformance was due to the overweight position of the sector versus the benchmark with the remaining 22% of relative outperformance due to strong stock selection. The three most contributing companies in the Information Technology sector were: Microsoft Corp. +26.56%, Adobe Inc. +49.78%, and Cisco Systems Inc. +32.42%. The three worst contributing companies were Keysight Technologies Inc. -18.66%, ASML Holding -12.28%, and Zebra Technologies Corp. -21.75%.
The Utilities sector was the next largest contributing sector, accounting for 20% of the fund’s relative outperformance. Within this sector, 100% of the outperformance was from a significant underweight to the lagging sector while stock selection slightly detracted from relative performance. The three worst contributing companies in the Utilities sector were: Xcel Energy Inc. -20.75%, NiSource Inc. -18.33%, and Duke Energy Corp. -13.96%.
The Health Care sector was the third largest contributing sector, accounting for 13% of the fund’s relative outperformance. Within this sector, 60% of the outperformance was from stock selection and the remainder was from the overweight positioning relative to the benchmark. The three most contributing companies in the Health Care sector were: Merck & Co. Inc. + 31.29%, Gilead Sciences Inc. + 25.2%, and Vertex Pharmaceuticals Inc. + 23.63%. The three worst contributing companies were Pfizer Inc. -19.47%, Royalty Pharma PLC. -25.68%, and Incyte Corp. -6.74%.
The Consumer Staples sector was the largest detracting sector, accounting for -10% of the fund’s relative performance. Within this sector, 81% of the performance was from stock selection and the remainder was from a slight underweight relative to the benchmark. The three worst contributing companies in the Consumer Staples sector were: Tyson Foods Inc. -18.74%, Hormel Foods Corp. -20.77%, and Kellogg Co. -3.54%.
The Consumer Discretionary sector was the second largest detracting sector, accounting for -7% of the fund’s relative performance. Withing this sector, 73% of the performance was from stock selection and the remainder was from a significant underweight relative to the benchmark. The three worst contributing companies in the Consumer Discretionary sector were: Expedia Group Inc. -16.19%, General Motors Co. -9.37%, and Ulta Beauty Inc. -19.53%.
1 Net return is the return after all fees and expenses.
2
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
The overweight in the Energy sector also contributed to relative outperformance while the underweight in the Industrials sector hurt relative performance.
Factor exposures accounted for 50% of the fund’s relative outperformance. Overweight exposures to the earnings variability, beta, and growth factors all accounted for the three most contributing factors to the fund’s relative outperformance. Detracting from the fund’s relative performance were slight overweight exposures to residual volatility, momentum, and long-term reversal factors. Additionally, market weight exposure to the liquidity factor also marginally benefited relative performance.
How is the fund positioned?
The two largest sector weights relative to the benchmark are the Information Technology and Energy sectors that are 13.14% and 5.04% overweight, respectively. The next two largest sector over weights are the Health Care and Communication Services sectors that are 4.9% and 2.45% overweight respectively. The largest sector underweights are in the Utilities and Consumer Staples sectors where the fund holds 16.16% and 9.69% less exposure than the benchmark respectively. The fund is also underweighted the Industrials sector by 3.22%.
Fund positioning from a factor standpoint shows the largest underweight exposure to leverage and dividend yield factors and overweighted exposure to variability, beta, growth, and profit factors relative to the benchmark.
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
3
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
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.
Diversification does not assure a profit nor protect against loss in a declining market.
Must be preceded or accompanied by a prospectus.
The SGI U.S. Large Cap Equity Fund is distributed by Quasar Distributors, LLC.
4
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (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 was front and center. In 2023, risk appetite reversed and has been more concentrated. The market still has several risks that may have not fully come to bear, the war in Ukraine, expensive valuations, inflation, rising rates and possible policy shifts of the Federal Reserve. The market has largely ignored the fact that despite U.S. economic growth remaining relatively solid, the federal deficit is projected to be roughly $1.7 trillion for fiscal year 2023. Though the Federal Reserve has raised interest rates to fight inflation, inflation has continued to stay higher for longer. The recent rise in oil prices and U.S. Treasury issuance has strengthened our view of higher yields ahead. This continues to put pressure on mortgage rates, housing affordability, and could negatively impact the U.S. economy.
Higher rates may have one benefit beyond slowing or reducing inflation. Higher rates makes it more difficult for foreign holdings of U.S. Treasury securities to sell and disrupt the U.S. rates market and affect the U.S. economy.
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 U.S. Small Cap Equity Fund - Class I Shares returned 1.98% on a net basis1 in the twelve months ended August 31, 2023. The fund outperformed its benchmark, the S&P Small Cap 600 Low Volatility Index, which returned -5.34% during the same period. |
| ● | Sector positioning accounted for nearly all the relative outperformance versus the benchmark. |
| ● | The significant underweight to the Financials sector was the largest factor benefiting relative performance. |
| ● | The fund is positioned with the largest, approximately 6%, sector overweight to the Industrials sector. The fund is also positioned with a large underweight exposure, approximately 17%, to the Real Estate sector. |
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Small Cap Equity Fund - Class I Shares returned 1.98% on a net basis1 in the twelve-month period ended August 31, 2023. The fund outperformed its benchmark, the S&P Small Cap 600 Low Volatility Index, which returned -5.34% during the same period. Performance of other share classes will differ. Please see the prospectus for details.
1 Net return is the return after all fees and expenses.
5
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
What factors influenced the fund’s performance?
Overall, sector positioning accounted for 80% of the fund’s relative outperformance versus the benchmark while stock selection accounted for the remainder.
The Financials sector was the largest contributing sector, accounting for 69% of the fund’s relative outperformance. Within this sector, 58% of the outperformance was due to strong stock selection with the remaining 42% of relative outperformance due to the overweight position in the sector versus the benchmark. The three most contributing companies within the sector were: Assetmark Financial Holdings Inc. +49.38%, Houlihan Lokey Inc. +20.20%, and PJT Partners Inc. +18.31%. The three worst contributing companies were: Origin Bancorp Inc. -32.64%, Stewart Information Services Corp. -26.75%, and WestAmerica Bancorporation -18.59%.
The Healthcare sector was the next largest contributing sector, accounting for 22% of the fund’s relative outperformance. Within this sector, 23% of the outperformance was from stock selection and 77% of the outperformance was from the overweight positioning relative to the benchmark. The three most contributing companies in the Healthcare sector were: UFP Technologies Inc. +88.96%, Amphastar Pharmaceuticals Inc. +80.10%, and Corvel Corp. +39.30%. The three worst contributing companies were Omnicell Inc. -49.39%, Premier Inc. -35.26%, and Eagle Pharmaceuticals Inc. -20.51%.
The Materials sector was the third largest contributing sector, accounting for 16% of the fund’s relative outperformance. Within this sector, 50% of the outperformance was from stock selection and the remainder was from the overweight positioning relative to the benchmark. The three most contributing companies in the sector were: Hawkins Inc. +64.42%, Eagle Materials Inc. +26.72%, and Silgan Holdings Inc. +0.53%. The three worst contributing companies were: American Vanguard Corp. -30.26%, Advansix Inc. -15.81%, and Koppers Holdings Inc. -8.85%.
The Utilities sector was the largest detracting sector, accounting for -15% of the fund’s relative performance. Within this sector, 90% of the underperformance was from stock selection and the remaining 10% of the underperformance was due to the overweight position in the sector versus the benchmark. The three worst contributing companies in the Energy sector were: Hawaiian Electric Industries Inc. -65.84%, Clearway Energy Inc. -22.23%, and Chesapeake Utilities Corp. -14.26%.
The Real Estate sector was the next largest detracting sector, accounting for 3% of the fund’s performance. The three worst contributing companies in the Real Estate sector were: City Office REIT Inc. -24.03%, Rexford Industrial Realty Inc. -11.47%, and Ryman Hospitality Properties Inc. -7.63%.
Factor exposures accounted for 74% of the fund’s relative outperformance. The remaining 26% was due to positive stock selection. Slight overweight exposures to the residual volatility, and momentum factors all accounted for the most detracting factors to the fund’s relative performance. Benefitting the fund’s relative performance were overweight exposure to the variability and growth factors and underweight exposure to the dividend yield factor.
How is the fund positioned?
The fund is positioned with the largest, approximately 6%, sector overweight to Industrials. The fund is also positioned with underweight exposure to the Real Estate and Communication Services sectors, 17% and 2%, respectively. The next three overweighted sectors are Health Care +5%, Materials +4%, and Energy 2%.
Fund positioning from a factor standpoint shows the largest underweight exposure to dividend yield and leverage factors. The largest overweight exposures are to the earnings variability, growth, residual, and size relative to the benchmark.
6
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
SGI U.S. Small Cap Equity Fund is distributed by Quasar Distributors, LLC.
7
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (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 was front and center. In 2023, risk appetite reversed and has been more concentrated. The market still has several risks that may have not fully come to bear, the war in Ukraine, expensive valuations, inflation, rising rates and possible policy shifts of the Federal Reserve. The market has largely ignored the fact that despite U.S. economic growth remaining relatively solid, the federal deficit is projected to be roughly $1.7 trillion for fiscal year 2023. Though the Federal Reserve has raised interest rates to fight inflation, inflation has continued to stay higher for longer. The recent rise in oil prices and U.S. Treasury issuance has strengthened our view of higher yields ahead. This continues to put pressure on mortgage rates, housing affordability, and could negatively impact the U.S. economy.
Higher rates may have one benefit beyond slowing or reducing inflation. Higher rates makes it more difficult for foreign holdings of U.S. Treasury securities to sell and disrupt the U.S. rates market and affect the U.S. economy.
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 6.39% on a net basis1 in the twelve months ended August 31, 2023. The fund outperformed in-line with its benchmark, the MSCI ACWI Minimum Volatility Index, which returned 5.19% during the same period. |
| ● | Country and sector allocation strength fully offset the weakness in stock selection. |
| ● | Exposure to the U.S. stocks accounted for the most important factor in generating relative returns versus the benchmark. |
| ● | The fund is positioned 4% overweight the Consumer Discretionary sector. |
INVESTMENT OBJECTIVE
The SGI Global Equity Fund seeks long-term capital appreciation. There can be no guarantee that the fund will achieve its investment objective.
1 Net return is the return after all fees and expenses.
8
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Global Equity Fund - Class I Shares returned 6.39% on a net basis1 in the twelve months period ended August 31, 2023. The fund performed in line with its benchmark, the MSCI ACWI Minimum Volatility Index, which returned 5.19% during the same period.
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 U.S. stocks accounted for the most important factor for generating relative returns versus the benchmark.
The Information Technology sector was the largest detracting sector, accounting for 12% 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: Nice Ltd. -8.7%, Pure Storage Inc. -16.98%, and Apple Inc. -1.92%.
The Consumer Staples sector was the next largest detracting sector. The three worst contributing companies in the Consumer Staples sector were: Kellogg Co. -13.08%, Hormel Foods Corp. -18.9%, and BJ’s Wholesale Club Holdings Inc. -12.75%.
The Communications Services sector was the third largest detracting sector. Within this sector, an overweight allocation partially offset weak stock selection. The three worst contributing companies in the Communications Services sector were: Verizon Communications Inc. -19.53 %, Vodafone Group PLC. -22.37%, and KT Corp -13.75%.
The Industrials sector was the most beneficial sector, accounting for 26% of the returns. Within this sector, 71% of the performance was from positive stock selection and the remainder was from being slightly overweight relative to the benchmark. The three best contributing companies in the Industrials sector were: Thomson Reuters Corp. +18.78%, Graco Inc. +25.26%, and UFP Industries Inc. +36.27%.
The overweight in the Health Care sector and the positive stock selection for the same sector contributed the most to returns as Novo Nordisk returned 77.14%.
Factor exposures in aggregate detracted from the fund’s relative performance but this was offset by positive exposure to U.S. and Canada domiciled companies. The overweight exposures to North America along with no exposure to China improved relative performance. 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 Consumer Discretionary sector which is 4% overweight. Financials and Information Technology sectors are both 3% and 1.4% overweight the benchmark, respectively. The Utilities and Industrials sectors account for 4.5% and 3.4% underweight exposure relative to the benchmark, respectively. 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.
9
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (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 valuation, momentum, and earnings variability while being underweight beta, size, and dividend yield relative to the benchmark.
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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 SGI Global Equity Fund is distributed by Quasar Distributors, LLC.
10
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
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 was front and center. In 2023, risk appetite reversed and has been more concentrated. The market still has several risks that may have not fully come to bear, the war in Ukraine, expensive valuations, inflation, rising rates and possible policy shifts of the Federal Reserve. The market has largely ignored the fact that despite U.S. economic growth remaining relatively solid, the federal deficit is projected to be roughly $1.7 trillion for fiscal year 2023. Though the Federal Reserve, has raised interest rates to fight inflation, inflation has continued to stay higher for longer. The recent rise in oil prices and U.S. Treasury issuance has strengthened our view of higher yields ahead. This continues to put pressure on mortgage rates, housing affordability, and could negatively impact the U.S. economy.
Higher rates may have one benefit beyond slowing or reducing inflation. Higher rates makes it more difficult for foreign holdings of U.S. Treasury securities to sell and disrupt the U.S. rates market and affect the U.S. economy.
For all the various ups and downs of the market, we will continue to follow our processes and seek to create long-term capital appreciation. 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 Prudent Growth Fund returned 5.04% on a net basis1 in the twelve months ended August 31, 2023. The fund underperformed its composite benchmark, a 60%/40% mix of the S&P 500 Index and the Bloomberg US Aggregate Bond Index, which returned 9.04%. |
| ● | Overweight average exposure to low volatility funds hurt relative performance. |
| ● | Good performance from Global, Europe Australia Asia and the Far East (EAFE), Large Cap and Small Cap equities. |
| ● | Underweight exposure to fixed income helped the portfolio as rates continued to rise. |
INVESTMENT OBJECTIVE
The SGI Prudent Growth Fund seeks long-term capital appreciation. There can be no guarantee that the fund will achieve its investment objective.
1 Net return is the return after all fees and expenses.
11
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Prudent Growth Fund returned 5.04% on a net basis1 in the twelve months ended August 31, 2023. The fund underperformed its composite benchmark, a 60%/40% mix of the S&P 500 Index and the Bloomberg US Aggregate Bond Index, which returned 9.04%.
What factors influenced the fund’s performance?
The largest factor accounting for the fund’s underperformance relative to the composite benchmark was the lack of large cap exposure. All but two of the equity funds in of our diversified group of funds underperformed the S&P 500 portion of the composite benchmark. Our average underweight towards fixed income helped us in the rising rates environment.
Global (SGI Global Equity “SGLIX”), EAFE (iShares Core MSCI EAFE ETF “IEFA”), Large Cap (Vanguard S&P 500 ETF “VOO” and SGI Large Cap Growth ETF “SGLC”), US Small Cap (SGI Small Cap Growth “BOGIX”) were the best performers, making up a total average weight of 38%. While low volatility funds (SGI US Large Cap Equity Fund “SILVX” and SGI U.S. Small Cap Equity Fund “SCLVX”) had an average weight of 16% and were the largest detractors to performance.
Our average underweight of -26% to US Bond Aggregate (iShares U.S. Aggregate “AGG”) helped outperformance in the fixed income portion of the portfolio.
How is the fund positioned?
Currently, the fund has 60% exposure to equities, 20% exposure to fixed income, and 20% allocation to SGI Dynamic Tactical ETF (DYTA).
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
1 Net return is the return after all fees and expenses.
12
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
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 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 fund seeks lower volatility, there is no guarantee the fund will perform as expected. The fund 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 fund invests 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 SGI Prudent Growth Fund is distributed by Quasar Distributors, LLC.
13
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
SGI Peak Growth Fund (SGPKX)
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 was front and center. In 2023, risk appetite reversed and has been more concentrated. The market still has several risks that may have not fully come to bear, the war in Ukraine, expensive valuations, inflation, rising rates and possible policy shifts of the Federal Reserve. The market has largely ignored the fact that despite U.S. economic growth remaining relatively solid, the federal deficit is projected to be roughly $1.7 trillion for fiscal year 2023. Though the Federal Reserve has raised interest rates to fight inflation, inflation has continued to stay higher for longer. The recent rise in oil prices and U.S. Treasury issuance has strengthened our view of higher yields ahead. This continues to put pressure on mortgage rates, housing affordability, and could negatively impact the U.S. economy.
Higher rates may have one benefit beyond slowing or reducing inflation. Higher rates makes it more difficult for foreign holdings of U.S. Treasury securities to sell and disrupt the U.S. rates market and affect the U.S. economy.
For all the various ups and downs of the market, we will continue to follow our processes and seek to create long-term capital appreciation. 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 Peak Growth Fund returned 6.22% on a net basis1 in the twelve months ended August 31, 2023. The fund underperformed its benchmark, the S&P 500 Index, which returned 15.94% during the same period. |
| ● | Underweight Large Cap stocks was the largest factor leading to underperformance. |
| ● | Good relative performance from Global, Europe Australia Asia and the Far East (EAFE), Large Cap and Small Cap equities. |
| ● | The Artificial Intelligence (AI) rally positioned the benchmark to be hard to beat, overweight average exposure to low volatility funds hurt relative performance. |
INVESTMENT OBJECTIVE
The SGI Peak Growth Fund seeks capital appreciation. There can be no guarantee that the fund will achieve its investment objective.
1 Net return is the return after all fees and expenses.
14
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Peak Growth Fund returned 6.22% on a net basis1 in the twelve months ended August 31, 2023. The fund underperformed its benchmark, the S&P 500 Index, which returned 15.94% during the same period.
What factors influenced the fund’s performance?
The largest factor accounting for the fund’s underperformance relative to the composite benchmark was the lack of large cap exposure. All but two of the funds in of our diversified group of funds underperformed the S&P 500 benchmark.
Global (SGI Global Equity “SGLIX”), EAFE (iShares Core MSCI EAFE ETF “IEFA”), Large Cap (Vanguard S&P 500 ETF “VOO” and SGI Large Cap Growth ETF “SGLC”), US Small Cap (SGI Small Cap Growth “BOGIX”) were the best performers, making up a total average weight of 61%.
The AI rally led to a “risk on” equity rally which left our average overweight of 24% in low volatility funds to be among our largest detractors to performance.
How is the fund positioned?
Currently, the fund has 90% exposure to a diversified equity portfolio and 10% allocation to SGI Dynamic Tactical ETF (DYTA).
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
1 Net return is the return after all fees and expenses.
15
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Portfolio of Investments in this report for a complete list of fund holdings.
The 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 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 fund seeks lower volatility, there is no guarantee the fund will perform as expected. The fund 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 fund invests 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 SGI Peak Growth Fund is distributed by Quasar Distributors, LLC.
16
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
SGI Small Cap Core 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 was front and center. In 2023, risk appetite reversed and has been more concentrated. The market still has several risks that may have not fully come to bear, the war in Ukraine, expensive valuations, inflation, rising rates and possible policy shifts of the Federal Reserve. The market has largely ignored the fact that despite U.S. economic growth remaining relatively solid, the federal deficit is projected to be roughly $1.7 trillion for fiscal year 2023. Though the Federal Reserve has increased interest rates to fight inflation, inflation has continued to stay higher for longer. The recent rise in oil prices and U.S. Treasury issuance has strengthened our view of higher yields ahead. This continues to put pressure on mortgage rates, housing affordability, and could negatively impact the U.S. economy.
Higher rates may have one benefit beyond slowing or reducing inflation. Higher rates makes it more difficult for foreign holdings of U.S. Treasury securities to sell and disrupt the U.S. rates market and affect the U.S. economy.
For all the various ups and downs of the market, we will continue to follow our processes and seek to create long-term capital appreciation. 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 Small Cap Core Fund - Class I Shares returned 8.37% on a net basis1 in the twelve months ended August 31, 2023. The fund significantly outperformed its benchmark, the Russell 2000 Index, which returned 4.65% during the same period. |
| ● | Strong stock selection was the primary reason for the outperformance versus the benchmark. |
| ● | The Industrials sector exposure contributed the most to relative returns. |
| ● | In terms of sector exposures, an overweight exposure to the Industrials and Consumer Discretionary sectors and underweight exposure to the Real sector benefited relative returns. |
INVESTMENT OBJECTIVE
The SGI Small Cap Core Fund seeks long-term capital appreciation. There can be no guarantee that the fund will achieve its investment objective.
1 Net return is the return after all fees and expenses.
17
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Small Cap Growth Fund - Class I Shares returned 8.37% on a net basis1 in the twelve-month period ended August 31, 2023. The fund significantly outperformed its benchmark, the Russell 2000 Index, which returned 4.65% during the same period.
What factors influenced the fund’s performance?
Overall, stock selection accounted for 57% of the fund’s relative outperformance versus the benchmark while sector positioning accounted for the remainder.
The Industrials sector was the largest contributing sector, accounting for 52% of the fund’s relative outperformance. Within this sector, 60% of the outperformance was due to strong stock selection with the remaining 40% of relative outperformance due to the overweight position in the sector versus the benchmark. The three most contributing companies in the Industrials sector were: Simpson Manufacturing Co. Inc +74.27%, Boise Cascade Co. +47.20%, and GMS Inc. +43.86%. The three worst contributing companies were: The Shyft Group Inc. -41.34%, Asgn Inc. -33.69%, and Allegiant Travel Co. -22.36%.
The Consumer Discretionary sector was the next largest contributing sector, accounting for 21% of the fund’s relative outperformance. Within this sector, 82% of the outperformance was from stock selection and the remainder was from the overweight positioning relative to the benchmark. The three most contributing companies in the Consumer Discretionary sector were: Winmark Corp. +81.39%, Tri Pointe Homes Inc. +79.46%, and Meritage Homes Corp. +70.25%. The three worst contributing companies were Macy’s Inc. -33.14%, Arko Corp. -25.62%, and Malibu Boats Inc. -18.80%.
The Information Technology sector was the third largest contributing sector, accounting for 17% of the fund’s relative outperformance. Within this sector, 99% of the outperformance was from stock selection and the remainder was from the overweight positioning relative to the benchmark. The three most contributing companies in the Info Tech sector were: Credo Technology Group Holding Ltd. +117.15%, Allegro Microsystems Inc. +84.95%, and Teradata Corp. +56.41%. The three worst contributing companies were: Rapid7 Inc. -50.09%, Viavi Solutions Inc. -33.88%, and Varonis Systems Inc. -30.54%.
The Energy sector was the largest, and only, detracting sector, accounting for -24% of the fund’s relative performance. Within this sector, 77% of the underperformance was from stock selection and the remaining 23% of the underperformance was due to the overweight position in the sector versus the benchmark. The three worst contributing companies in the Energy sector were: Propetro Holding Corp. -13.86%, Talos Energy Inc. -10.81%, and Golar LNG Ltd. -10.11%.
Factor exposures accounted for all the fund’s relative outperformance. Overweight exposures to the valuation, variability, profitability, and growth factors and underweight exposure to the residual volatility factor all accounted for the five most contributing factors to the fund’s relative outperformance. Detracting from the fund’s relative performance were slight overweight exposure to momentum and slight underweight exposure to beta.
How is the fund positioned?
The two largest sectors overweight relative to the benchmark are in the Industrials and Materials sectors which are 10.0% and 1.9% overweight, respectively. The largest sector underweights are in the Financials, Energy, and Information Technology sectors where the fund holds 3.9%, 3.7%, and 3.3% less exposure than the benchmark, respectively. The fund is also slightly underweighted the Real Estate sector by 1.6%.
1 Net return is the return after all fees and expenses.
18
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONCLUDED)
AUGUST 31, 2023 (UNAUDITED)
Fund positioning from a factor standpoint shows the largest overweight exposure to earnings yield, profitability, and valuation factors and underweighted exposure to residual volatility, beta, dividend yield, and liquidity factors relative to the benchmark.
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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 SGI Small Cap Core Fund is distributed by Quasar Distributors, LLC.
19
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data
August 31, 2023 (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® Low Volatility Index
This chart assumes a hypothetical $1,000,000 initial investment in the Fund’s Class I Shares made on August 31, 2013 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Low Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class I Shares | 6.02% | 5.67% | 9.65% | 10.06% | |
S&P 500® Low Volatility Index(2) | -0.57% | 6.75% | 9.82% | 10.47% | |
(1) | Class I Shares of the Fund commenced operations on February 29, 2012. |
(2) | Benchmark performance is from the inception date of the Class I Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 0.96% and 0.92%, 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 0.98% of the Fund’s average daily net assets attributable to Class I Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 0.98%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before December 31, 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
20
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2023 (UNAUDITED)
to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Low Volatility Index (“S&P 500® Low Volatility 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 impossible to invest directly in an index.
21
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2023 (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® Low Volatility 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 August 31, 2013 using the performance of Class I shares prior to commencement of Class A operations (commenced operations on October 29, 2015) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Low Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class A Shares (without sales charge) (Pro forma February 29, 2012 to October 29, 2015) | 5.69% | 5.41% | 9.39%* | 9.80%* | |
Class A Shares (with sales charge) (Pro forma February 29, 2012 to October 29, 2015) | 0.15% | 4.28% | 9.39%* | 9.80%* | |
S&P 500® Low Volatility Index(2) | -0.57% | 6.75% | 9.82% | 10.47% | |
* | Class A Shares performance prior to its inception on October 29, 2015 is the performance of Class I Shares, adjusted for the Class A Shares expense ratio. |
(1) | Class A Shares of the Fund commenced operations on October 29, 2015. |
(2) | Benchmark performance is from the inception date of the Fund 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.
22
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.21% and 1.17%, 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.23% of the Fund’s average daily net assets attributable to Class A Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse certain expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before December 31, 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 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® Low Volatility Index (“S&P 500® Low Volatility 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 impossible to invest directly in an index.
23
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (continued)
August 31, 2023 (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® Low Volatility Index
This chart assumes a hypothetical $10,000 initial investment in the Fund’s Class C Shares made on August 31, 2013 using the performance of Class I shares prior to commencement of Class C operations (commenced operations on December 31, 2015) 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, 2023 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class C Shares (Pro forma February 29, 2012 to December 31, 2015) | 4.93% | 4.72% | 8.56%* | 8.97%* | |
S&P 500® Low Volatility Index(2) | -0.57% | 6.75% | 9.72% | 10.47% | |
* | Class C Shares performance prior to its inception on December 31, 2015 is the performance of Class I Shares, adjusted for the Class C Shares expense ratio. |
(1) | Class C Shares of the Fund commenced operations on December 31, 2015. |
(2) | Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.96% and 1.92%, 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 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,
24
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before December 31, 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.
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® Low Volatility Index (“S&P 500® Low Volatility 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 impossible to invest directly in an index.
25
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $1,000,000 Investment in SGI U.S. Small Cap Equity Fund - Class I Shares
vs. S&P SmallCap 600® Low Volatility 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 S&P SmallCap 600® Low Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | 1.98% | 4.76% | -2.34% | 4.14% | |
S&P SmallCap 600® Low Volatility Index(2) | -5.34% | 8.04% | -1.40% | 4.96% | |
(1) | Class I Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from the inception date of the Class I Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.46% 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.23% of the Fund’s average daily net assets attributable to Class I Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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
26
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s SmallCap 600® Low Volatility Index (“S&P SmallCap 600® Low Volatility Index®”). The S&P SmallCap 600® Low Volatility Index measures the performance of the 120 least-volatile stocks in the S&P SmallCap 600® Index. The index is designed to serve as a benchmark for low volatility or low variance strategies in U.S. small-cap equities. 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 U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Small Cap Equity Fund - Class A Shares
vs. S&P SmallCap 600® Low Volatility 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 S&P SmallCap 600® Low Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (without sales charge) | 1.73% | 4.50% | -2.57% | 3.91% | |
Class A Shares (with sales charge) | -3.61% | 2.65% | -3.61% | 3.16% | |
S&P SmallCap 600® Low Volatility Index(2) | -5.34% | 8.04% | -1.40% | 4.96% | |
(1) | Class A Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from the inception date of the Class A Shares only and is not the inception date of the benchmark itself. |
Class A Shares of the Fund have a 5.25% maximum sales charge.
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.71% 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 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
28
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
taken into account and could cause net total annual Fund operating expenses to exceed 1.48%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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 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 SmallCap 600® Low Volatility Index (“S&P SmallCap 600® Low Volatility Index®”). The S&P SmallCap 600® Low Volatility Index measures the performance of the 120 least-volatile stocks in the S&P SmallCap 600® Index. The index is designed to serve as a benchmark for low volatility or low variance strategies in U.S. small-cap equities. 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.
29
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Small Cap Equity Fund - Class C Shares
vs. S&P Small Cap 600® Low Volatility 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 S&P Small Cap 600® Low Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class C Shares | 0.96% | 3.89% | -3.20% | 3.19% | |
S&P Small Cap 600® Low Volatility Index(2) | -5.34% | 8.04% | -1.40% | 4.96% | |
(1) | Class C Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from the inception date of the Class C Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 2.46% 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 2.23% of the Fund’s average daily net assets attributable to Class C Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 2.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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.
30
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (continued)
August 31, 2023 (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 SmallCap 600® Low Volatility Index (“S&P SmallCap 600® Low Volatility Index®”). The S&P SmallCap 600® Low Volatility Index measures the performance of the 120 least-volatile stocks in the S&P SmallCap 600® Index. The index is designed to serve as a benchmark for low volatility or low variance strategies in U.S. small-cap equities. 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.
31
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $1,000,000 Investment in SGI Global Equity Fund - Class I Shares
vs. MSCI ACWI Minimum Volatility Index
This chart assumes a hypothetical $1,000,000 minimum initial investment, in the Fund’s Class I Shares made on August 31, 2013 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI ACWI Minimum Volatility Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2023(1) | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares(2) | 6.39% | 5.25% | 7.12% | 13.08% | |
MSCI ACWI Minimum Volatility Index(3) | 5.19% | 5.00% | 7.79% | 9.65% | |
(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 Fund. 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. |
(3) | Benchmark performance is from the inception date of the Predecessor Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.01% 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2023 to the extent necessary to ensure that the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest)
32
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
do not exceed 0.84% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until December 31, 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 Minimum (USD) Volatility Index (the “Index”) is designed to reflect the performance of the lowest volatility optimized version of the parent MSCI index. The MSCI ACWI 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.
33
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (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, 2023 | |
| One Year | Three Years | Since Inception(1) | |
Class I Shares | 5.04% | 0.94% | 2.71% | |
S&P 500® Index(2) | 15.94% | 10.52% | 12.61% | |
Composite Index(3) | 9.04% | 4.57% | 6.12% | |
(1) | Inception date of the Fund is June 8, 2020. |
(2) | Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. |
(3) | The Composite Index is comprised of the S&P 500® Index and Bloomberg US Aggregate Bond Index, weighted 60% and 40%, respectively. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022 are 2.11% and 2.20%, 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.70% of the average daily net assets attributable to the Fund’s 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: acquired fund fees and expenses, fund services administrative fee, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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 1.70% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to
34
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
The 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.
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.
35
SGI PEAK GROWTH FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (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, 2023 | |
| One Year | Three Years | Since Inception(1) | |
Class I Shares | 6.22% | 2.71% | 5.41% | |
S&P 500® Index(2) | 15.94% | 10.52% | 12.61% | |
(1) | Inception date of the Fund is June 8, 2020. |
(2) | Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022 are 2.35% and 2.47%, 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.70% of the average daily net assets attributable to the Fund’s 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: acquired fund fees and expenses, fund services administrative fee, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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 1.70% 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.
36
SGI PEAK GROWTH FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
37
SGI SMALL CAP CORE FUND - CLASS I SHARES
Performance Data (continued)
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $1,000,000 Investment in SGI Small Cap Core Fund
vs. Russell 2000® Index
This chart assumes a hypothetical $1,000,000 initial investment in the Fund made on August 31, 2013 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, 2023 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
Class I Shares | 8.37% | 5.46% | 8.76% | 10.46% | |
Russell 2000® Index(2) | 4.65% | 3.14% | 7.96% | 7.90% | |
(1) | Inception date of the Fund is October 1, 1999. |
(2) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated December 31, 2022, are 1.33% 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. Summit Global Investments, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through December 31, 2023 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.23% of the Fund’s average daily net assets attributable to Class I Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before December 31, 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
38
SGI SMALL CAP CORE FUND - CLASS I SHARES
Performance Data (CONCLUDED)
August 31, 2023 (UNAUDITED)
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.
39
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples
August 31, 2023 (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, 2023 through August 31, 2023 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 Examples for Comparison Purposes
The second section of the accompanying tables provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $1,035.70 | $ 5.03 | 0.98% | 3.57% |
Class A Shares | 1,000.00 | 1,034.40 | 6.31 | 1.23 | 3.44 |
Class C Shares | 1,000.00 | 1,030.50 | 10.13 | 1.98 | 3.05 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $1,000.00 | $1,020.27 | $ 4.99 | 0.98% | N/A |
Class A Shares | 1,000.00 | 1,019.00 | 6.26 | 1.23 | N/A |
Class C Shares | 1,000.00 | 1,015.22 | 10.06 | 1.98 | N/A |
40
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (CONTINUED)
August 31, 2023 (UNAUDITED)
| SGI U.S. Small Cap Equity Fund |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $ 993.10 | $ 6.18 | 1.23% | -0.69% |
Class A Shares | 1,000.00 | 991.30 | 7.43 | 1.48 | -0.87 |
Class C Shares | 1,000.00 | 987.30 | 11.17 | 2.23 | -1.27 |
| | | | |
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, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $1,038.70 | $ 4.32 | 0.84% | 3.87% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $1,000.00 | $1,020.97 | $ 4.28 | 0.84% | N/A |
| SGI Prudent GROWTH Fund |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $1,035.20 | $ 7.13 | 1.39% | 3.52% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $1,000.00 | $1,018.20 | $ 7.07 | 1.39% | N/A |
41
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (Concluded)
August 31, 2023 (UNAUDITED)
| SGI Peak Growth Fund |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $1,034.10 | $ 7.43 | 1.45% | 3.41% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $1,000.00 | $1,017.90 | $ 7.37 | 1.45% | N/A |
| SGI small cap CORE Fund |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $1,000.00 | $1,010.70 | $ 6.23 | 1.23% | 1.07% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I 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, 2023 to August 31, 2023, 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. |
42
SGI U.S. LARGE CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
COMMON STOCKS | | | | | | | | |
Insurance | | | 11.5 | % | | $ | 44,347,449 | |
Software | | | 10.9 | | | | 41,852,239 | |
Pharmaceuticals | | | 10.5 | | | | 40,385,118 | |
Food | | | 9.0 | | | | 34,594,155 | |
Healthcare-Services | | | 8.1 | | | | 31,300,535 | |
Retail | | | 5.4 | | | | 20,951,144 | |
Biotechnology | | | 4.9 | | | | 19,023,918 | |
Internet | | | 4.4 | | | | 16,988,146 | |
REITS | | | 3.4 | | | | 13,120,687 | |
Electric | | | 3.3 | | | | 12,525,837 | |
Telecommunications | | | 2.9 | | | | 11,152,568 | |
Cosmetics/Personal Care | | | 2.8 | | | | 10,901,919 | |
Airlines | | | 2.6 | | | | 10,108,363 | |
Commercial Services | | | 2.3 | | | | 8,972,697 | |
Computers | | | 2.3 | | | | 8,545,277 | |
Pipelines | | | 2.1 | | | | 7,908,895 | |
Oil & Gas | | | 1.8 | | | | 7,059,592 | |
Home Builders | | | 1.6 | | | | 6,109,482 | |
Iron/Steel | | | 1.2 | | | | 4,770,968 | |
Distribution/Wholesale | | | 1.0 | | | | 3,668,459 | |
Banks | | | 0.9 | | | | 3,636,243 | |
Diversified Financial Services | | | 0.9 | | | | 3,428,412 | |
Electronics | | | 0.8 | | | | 2,945,930 | |
Healthcare-Products | | | 0.8 | | | | 2,902,501 | |
Building Materials | | | 0.7 | | | | 2,503,159 | |
Gas | | | 0.5 | | | | 1,966,860 | |
Hand/Machine Tools | | | 0.4 | | | | 1,629,865 | |
Beverages | | | 0.4 | | | | 1,340,524 | |
Semiconductors | | | 0.3 | | | | 1,206,804 | |
Media | | | 0.3 | | | | 1,111,014 | |
Agriculture | | | 0.2 | | | | 925,669 | |
Transportation | | | 0.2 | | | | 833,248 | |
Machinery-Diversified | | | 0.2 | | | | 777,569 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Account | | | 1.4 | | | | 5,558,821 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (121,801 | ) |
NET ASSETS | | | 100.0 | % | | $ | 384,932,266 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
43
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 98.6% |
Agriculture — 0.2% |
Archer-Daniels-Midland Co. | | | 11,673 | | | $ | 925,669 | |
Airlines — 2.6% |
Delta Air Lines, Inc. | | | 116,824 | | | | 5,009,413 | |
United Airlines Holdings, Inc. * | | | 102,368 | | | | 5,098,950 | |
| | | | | | | 10,108,363 | |
Banks — 0.9% |
Fifth Third Bancorp | | | 32,455 | | | | 861,680 | |
JPMorgan Chase & Co. | | | 18,961 | | | | 2,774,563 | |
| | | | | | | 3,636,243 | |
Beverages — 0.4% |
Monster Beverage Corp. * | | | 23,350 | | | | 1,340,524 | |
Biotechnology — 4.9% |
Gilead Sciences, Inc. | | | 119,683 | | | | 9,153,356 | |
Vertex Pharmaceuticals, Inc. * | | | 28,336 | | | | 9,870,562 | |
| | | | | | | 19,023,918 | |
Building Materials — 0.7% |
Martin Marietta Materials, Inc. | | | 1,754 | | | | 783,003 | |
Owens Corning | | | 11,953 | | | | 1,720,156 | |
| | | | | | | 2,503,159 | |
Commercial Services — 2.3% |
Automatic Data Processing, Inc. | | | 19,995 | | | | 5,090,927 | |
Global Payments, Inc. | | | 7,809 | | | | 989,322 | |
Rollins, Inc. | | | 73,097 | | | | 2,892,448 | |
| | | | | | | 8,972,697 | |
Computers — 2.3% |
Accenture PLC, Class A, (Ireland) | | | 19,735 | | | | 6,389,601 | |
Cognizant Technology Solutions Corp., Class A | | | 30,103 | | | | 2,155,676 | |
| | | | | | | 8,545,277 | |
Cosmetics/Personal Care — 2.8% |
Colgate-Palmolive Co. | | | 148,386 | | | | 10,901,919 | |
Distribution/Wholesale — 1.0% |
Copart, Inc. * | | | 17,832 | | | | 799,409 | |
Fastenal Co. | | | 15,100 | | | | 869,458 | |
WW Grainger, Inc. | | | 2,800 | | | | 1,999,592 | |
| | | | | | | 3,668,459 | |
Diversified Financial Services — 0.9% |
LPL Financial Holdings, Inc. | | | 14,868 | | | | 3,428,412 | |
Electric — 3.3% |
American Electric Power Co., Inc. | | | 13,400 | | | | 1,050,560 | |
DTE Energy Co. | | | 37,100 | | | | 3,835,398 | |
PPL Corp. | | | 67,361 | | | | 1,678,636 | |
WEC Energy Group, Inc. | | | 11,200 | | | | 942,144 | |
Xcel Energy, Inc. | | | 87,854 | | | | 5,019,099 | |
| | | | | | | 12,525,837 | |
Electronics — 0.8% |
Keysight Technologies, Inc. * | | | 22,100 | | | $ | 2,945,930 | |
Food — 9.0% |
ConAgra Foods, Inc. | | | 28,400 | | | | 848,592 | |
Hershey Co., (The) | | | 60,045 | | | | 12,901,269 | |
Kroger Co., (The) | | | 112,629 | | | | 5,224,859 | |
Lamb Weston Holdings, Inc. | | | 90,884 | | | | 8,853,011 | |
Mondelez International, Inc., Class A | | | 32,400 | | | | 2,308,824 | |
Sysco Corp. | | | 64,000 | | | | 4,457,600 | |
| | | | | | | 34,594,155 | |
Gas — 0.5% |
NiSource, Inc. | | | 73,500 | | | | 1,966,860 | |
Hand/Machine Tools — 0.4% |
Snap-on, Inc. | | | 6,068 | | | | 1,629,865 | |
Healthcare-Products — 0.8% |
IDEXX Laboratories, Inc. * | | | 3,942 | | | | 2,015,978 | |
ResMed, Inc. | | | 5,555 | | | | 886,523 | |
| | | | | | | 2,902,501 | |
Healthcare-Services — 8.1% |
Elevance Health, Inc. | | | 26,552 | | | | 11,736,250 | |
HCA Healthcare, Inc. | | | 2,944 | | | | 816,371 | |
Humana, Inc. | | | 1,568 | | | | 723,836 | |
Molina Healthcare, Inc. * | | | 39,153 | | | | 12,142,128 | |
UnitedHealth Group, Inc. | | | 12,342 | | | | 5,881,950 | |
| | | | | | | 31,300,535 | |
Home Builders — 1.6% |
NVR, Inc. * | | | 958 | | | | 6,109,482 | |
Insurance — 11.5% |
American International Group, Inc. | | | 36,752 | | | | 2,150,727 | |
Arch Capital Group Ltd., (Bermuda) * | | | 76,650 | | | | 5,891,319 | |
Chubb Ltd., (Switzerland) | | | 6,000 | | | | 1,205,220 | |
Cincinnati Financial Corp. | | | 54,285 | | | | 5,742,810 | |
Everest Group, Ltd., (Bermuda) * | | | 6,268 | | | | 2,260,742 | |
Hartford Financial Services Group, Inc., (The) | | | 11,037 | | | | 792,677 | |
MetLife, Inc. | | | 30,966 | | | | 1,961,387 | |
Progressive Corp., (The) | | | 73,349 | | | | 9,789,891 | |
Prudential Financial, Inc. | | | 106,521 | | | | 10,084,343 | |
W R Berkley Corp. | | | 72,233 | | | | 4,468,333 | |
| | | | | | | 44,347,449 | |
Internet — 4.4% |
Alphabet, Inc., Class A * | | | 118,885 | | | | 16,188,570 | |
VeriSign, Inc. * | | | 3,848 | | | | 799,576 | |
| | | | | | | 16,988,146 | |
The accompanying notes are an integral part of the financial statements.
44
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments (Concluded)
August 31, 2023
| | Number of Shares | | | Value | |
Iron/Steel — 1.2% |
Steel Dynamics, Inc. | | | 44,760 | | | $ | 4,770,968 | |
Machinery-Diversified — 0.2% |
AGCO Corp. | | | 6,003 | | | | 777,569 | |
| | | | | | | | |
Media — 0.3% |
Fox Corp., Class A | | | 33,606 | | | | 1,111,014 | |
Oil & Gas — 1.8% |
Chevron Corp. | | | 5,389 | | | | 868,168 | |
Valero Energy Corp. | | | 47,663 | | | | 6,191,424 | |
| | | | | | | 7,059,592 | |
Pharmaceuticals — 10.5% |
AbbVie, Inc. | | | 39,324 | | | | 5,779,055 | |
Bristol-Myers Squibb Co. | | | 101,980 | | | | 6,287,067 | |
Cencora, Inc. | | | 46,244 | | | | 8,138,019 | |
Cigna Group, (The) | | | 2,800 | | | | 773,528 | |
Eli Lilly & Co. | | | 5,779 | | | | 3,202,722 | |
McKesson Corp. | | | 15,398 | | | | 6,348,904 | |
Merck & Co., Inc. | | | 82,296 | | | | 8,968,618 | |
Zoetis, Inc. | | | 4,657 | | | | 887,205 | |
| | | | | | | 40,385,118 | |
Pipelines — 2.1% |
Cheniere Energy, Inc. | | | 37,780 | | | | 6,165,696 | |
Targa Resources Corp. | | | 20,211 | | | | 1,743,199 | |
| | | | | | | 7,908,895 | |
REITS — 3.4% |
Crown Castle, Inc. | | | 6,811 | | | | 684,505 | |
Host Hotels & Resorts, Inc. | | | 355,754 | | | | 5,617,356 | |
Kimco Realty Corp. | | | 158,941 | | | | 3,010,343 | |
SBA Communications Corp. | | | 7,510 | | | | 1,686,220 | |
Simon Property Group, Inc. | | | 18,700 | | | | 2,122,263 | |
| | | | | | | 13,120,687 | |
Retail — 5.4% |
Costco Wholesale Corp. | | | 1,700 | | | | 933,776 | |
Genuine Parts Co. | | | 6,100 | | | | 937,753 | |
McDonald’s Corp. | | | 21,455 | | | | 6,032,073 | |
Starbucks Corp. | | | 32,819 | | | | 3,197,883 | |
TJX Cos., Inc., (The) | | | 9,399 | | | | 869,220 | |
Ulta Beauty, Inc. * | | | 1,900 | | | | 788,557 | |
Wal-Mart Stores, Inc. | | | 14,100 | | | | 2,292,801 | |
Yum! Brands, Inc. | | | 45,595 | | | | 5,899,081 | |
| | | | | | | 20,951,144 | |
Semiconductors — 0.3% |
Applied Materials, Inc. | | | 7,900 | | | | 1,206,804 | |
Software — 10.9% |
Adobe Systems, Inc. * | | | 11,915 | | | | 6,664,536 | |
Electronic Arts, Inc. | | | 82,162 | | | | 9,857,797 | |
HubSpot, Inc. * | | | 2,637 | | | | 1,441,173 | |
Manhattan Associates, Inc. * | | | 12,356 | | | | 2,503,573 | |
Microsoft Corp. | | | 40,983 | | | $ | 13,432,588 | |
MSCI, Inc. | | | 1,704 | | | | 926,329 | |
Salesforce.com, Inc. * | | | 22,879 | | | | 5,066,783 | |
Synopsys, Inc. * | | | 4,270 | | | | 1,959,460 | |
| | | | | | | 41,852,239 | |
Telecommunications — 2.9% |
Cisco Systems, Inc. | | | 194,465 | | | | 11,152,568 | |
| | | | | | | | |
Transportation — 0.2% |
JB Hunt Transport Services, Inc. | | | 4,435 | | | | 833,248 | |
TOTAL COMMON STOCKS (COST $334,773,096) | | | | | | | 379,495,246 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.4% |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 5,558,821 | | | | 5,558,821 | |
TOTAL SHORT-TERM INVESTMENTS (COST $5,558,821) | | | | | | | 5,558,821 | |
TOTAL INVESTMENTS (COST $340,331,917) — 100.0% | | | | | | | 385,054,067 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (121,801 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 384,932,266 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
MSCI Morgan Stanley Capital International
PLC Public Limited Company
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
45
SGI U.S. SMALL CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
COMMON STOCKS | | | | | | | | |
Food | | | 9.7 | % | | $ | 3,625,225 | |
Insurance | | | 9.1 | | | | 3,392,761 | |
Commercial Services | | | 6.6 | | | | 2,483,025 | |
Retail | | | 5.3 | | | | 1,991,652 | |
Transportation | | | 5.0 | | | | 1,853,825 | |
Pharmaceuticals | | | 4.4 | | | | 1,640,966 | |
Chemicals | | | 4.3 | | | | 1,602,264 | |
Building Materials | | | 4.1 | | | | 1,541,918 | |
Banks | | | 3.9 | | | | 1,444,404 | |
Airlines | | | 3.6 | | | | 1,337,341 | |
Computers | | | 3.4 | | | | 1,271,067 | |
Software | | | 2.9 | | | | 1,087,269 | |
Electric | | | 2.8 | | | | 1,037,438 | |
Healthcare-Products | | | 2.8 | | | | 1,031,586 | |
Engineering and Construction | | | 2.7 | | | | 1,023,576 | |
Water | | | 2.3 | | | | 852,917 | |
Diversified Financial Services | | | 2.3 | | | | 848,267 | |
Healthcare-Services | | | 2.2 | | | | 811,696 | |
Iron/Steel | | | 2.1 | | | | 802,527 | |
Machinery-Diversified | | | 1.9 | | | | 711,833 | |
Oil & Gas | | | 1.7 | | | | 633,981 | |
REITS | | | 1.6 | | | | 600,730 | |
Metal Fabricate/Hardware | | | 1.3 | | | | 501,231 | |
Home Furnishings | | | 1.2 | | | | 435,274 | |
Real Estate | | | 1.1 | | | | 432,238 | |
Agriculture | | | 1.1 | | | | 410,129 | |
Biotechnology | | | 1.0 | | | | 387,188 | |
Gas | | | 1.0 | | | | 373,749 | |
Telecommunications | | | 0.8 | | | | 309,898 | |
Home Builders | | | 0.8 | | | | 300,633 | |
Auto Parts & Equipment | | | 0.8 | | | | 282,909 | |
Packaging & Containers | | | 0.7 | | | | 275,022 | |
Internet | | | 0.7 | | | | 248,789 | |
Semiconductors | | | 0.5 | | | | 175,165 | |
Machinery-Construction & Mining | | | 0.2 | | | | 82,454 | |
Savings & Loans | | | 0.2 | | | | 75,885 | |
EXCHANGE-TRADED FUNDS | | | | | | | | |
Exchange-Traded Funds | | | 3.1 | | | | 1,137,640 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Account | | | 0.9 | | | | 354,235 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.1 | ) | | | (18,720 | ) |
NET ASSETS | | | 100.0 | % | | $ | 37,389,987 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
46
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 96.1% |
Agriculture — 1.1% |
Fresh Del Monte Produce, Inc., (Cayman Islands) | | | 16,052 | | | $ | 410,129 | |
| | | | | | | | |
Airlines — 3.6% |
Alaska Air Group, Inc. * | | | 13,029 | | | | 546,827 | |
Copa Holdings SA, Class A, (Panama) | | | 7,773 | | | | 790,514 | |
| | | | | | | 1,337,341 | |
Auto Parts & Equipment — 0.8% |
Standard Motor Products, Inc. | | | 7,640 | | | | 282,909 | |
Banks — 3.9% |
BayCom Corp. | | | 3,500 | | | | 67,445 | |
CrossFirst Bankshares, Inc. * | | | 6,970 | | | | 74,927 | |
First Financial Corp. | | | 4,604 | | | | 169,059 | |
Independent Bank Corp. | | | 9,405 | | | | 179,541 | |
Preferred Bank | | | 5,706 | | | | 354,400 | |
Unity Bancorp, Inc. | | | 4,200 | | | | 101,493 | |
Westamerica BanCorp | | | 11,300 | | | | 497,539 | |
| | | | | | | 1,444,404 | |
Biotechnology — 1.0% |
Ligand Pharmaceuticals, Inc. * | | | 5,887 | | | | 387,188 | |
Building Materials — 4.1% |
Apogee Enterprises, Inc. | | | 6,080 | | | | 306,797 | |
Eagle Materials, Inc. | | | 2,959 | | | | 560,198 | |
Louisiana-Pacific Corp. | | | 1,700 | | | | 106,216 | |
UFP Industries, Inc. | | | 5,450 | | | | 568,707 | |
| | | | | | | 1,541,918 | |
Chemicals — 4.3% |
American Vanguard Corp. | | | 11,102 | | | | 153,430 | |
Balchem Corp. | | | 6,021 | | | | 845,950 | |
Hawkins, Inc. | | | 6,699 | | | | 416,611 | |
Rogers Corp. * | | | 1,289 | | | | 186,273 | |
| | | | | | | 1,602,264 | |
Commercial Services — 6.6% |
Barrett Business Services Inc. | | | 4,441 | | | | 424,915 | |
CorVel Corp. * | | | 2,983 | | | | 645,670 | |
Franklin Covey Co. * | | | 7,700 | | | | 328,559 | |
Grand Canyon Education, Inc. * | | | 5,364 | | | | 628,929 | |
Insperity, Inc. | | | 2,856 | | | | 289,398 | |
National Research Corp. | | | 1,642 | | | | 68,636 | |
Perdoceo Education Corp. | | | 5,849 | | | | 96,918 | |
| | | | | | | 2,483,025 | |
Computers — 3.4% |
ExlService Holdings, Inc. * | | | 43,485 | | | | 1,271,067 | |
Diversified Financial Services — 2.3% |
AssetMark Financial Holdings, Inc. * | | | 4,216 | | | $ | 121,800 | |
Diamond Hill Investment Group, Inc. | | | 1,048 | | | | 176,860 | |
Virtu Financial, Inc., Class A | | | 29,328 | | | | 549,607 | |
| | | | | | | 848,267 | |
Electric — 2.8% |
Clearway Energy, Inc., Class C | | | 18,485 | | | | 457,874 | |
MGE Energy, Inc. | | | 1,755 | | | | 127,115 | |
PNM Resources, Inc. | | | 10,211 | | | | 452,449 | |
| | | | | | | 1,037,438 | |
Engineering and Construction — 2.7% |
Sterling Infrastructure, Inc. * | | | 12,368 | | | | 1,023,576 | |
Food — 9.7% |
Ingles Markets, Inc., Class A | | | 9,887 | | | | 772,471 | |
John B Sanfilippo & Son, Inc. | | | 684 | | | | 68,640 | |
Lancaster Colony Corp. | | | 2,961 | | | | 489,128 | |
Post Holdings, Inc. * | | | 6,454 | | | | 578,988 | |
Seaboard Corp. | | | 19 | | | | 71,636 | |
SpartanNash Co. | | | 18,688 | | | | 406,651 | |
Sprouts Farmers Market, Inc. * | | | 10,393 | | | | 423,931 | |
Tootsie Roll Industries, Inc. | | | 11,315 | | | | 363,777 | |
Weis Markets, Inc. | | | 6,937 | | | | 450,003 | |
| | | | | | | 3,625,225 | |
Gas — 1.0% |
Northwest Natural Holding Co. | | | 9,515 | | | | 373,749 | |
Healthcare-Products — 2.8% |
Atrion Corp. | | | 476 | | | | 221,387 | |
UFP Technologies, Inc. * | | | 4,611 | | | | 810,199 | |
| | | | | | | 1,031,586 | |
Healthcare-Services — 2.2% |
Addus HomeCare Corp. * | | | 4,593 | | | | 402,806 | |
National HealthCare Corp. | | | 6,200 | | | | 408,890 | |
| | | | | | | 811,696 | |
Home Builders — 0.8% |
Beazer Homes USA, Inc. * | | | 10,257 | | | | 300,633 | |
Home Furnishings — 1.2% |
Dolby Laboratories, Inc., Class A | | | 5,153 | | | | 435,274 | |
Insurance — 9.1% |
Axis Capital Holdings Ltd., (Bermuda) | | | 13,432 | | | | 736,880 | |
CNA Financial Corp. | | | 7,950 | | | | 312,674 | |
Hanover Insurance Group, Inc., (The) | | | 5,495 | | | | 586,426 | |
Horace Mann Educators Corp. | | | 11,711 | | | | 335,637 | |
James River Group Holdings Ltd., (Bermuda) | | | 19,636 | | | | 285,900 | |
The accompanying notes are an integral part of the financial statements.
47
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Insurance — 9.1% (Continued) | | | | | | | | |
RenaissanceRe Holdings Ltd., (Bermuda) | | | 4,689 | | | $ | 881,016 | |
RLI Corp. | | | 1,933 | | | | 254,228 | |
| | | | | | | 3,392,761 | |
Internet — 0.7% |
Cogent Communications Holdings, Inc. | | | 1,275 | | | | 89,989 | |
HealthStream, Inc. | | | 2,986 | | | | 62,796 | |
Wix.com Ltd., (Israel) * | | | 972 | | | | 96,004 | |
| | | | | | | 248,789 | |
Iron/Steel — 2.1% |
Commercial Metals Co. | | | 14,257 | | | | 802,527 | |
Machinery-Construction & Mining — 0.2% |
Argan, Inc. | | | 1,941 | | | | 82,454 | |
Machinery-Diversified — 1.9% |
Alamo Group, Inc. | | | 4,147 | | | | 711,833 | |
Metal Fabricate/Hardware — 1.3% |
Mueller Industries, Inc. | | | 6,496 | | | | 501,231 | |
Oil & Gas — 1.7% |
Chord Energy Corp. | | | 2,275 | | | | 367,413 | |
Kimbell Royalty Partners LP | | | 17,366 | | | | 266,568 | |
| | | | | | | 633,981 | |
Packaging & Containers — 0.7% |
Silgan Holdings, Inc. | | | 6,094 | | | | 275,022 | |
Pharmaceuticals — 4.4% |
Amphastar Pharmaceuticals, Inc. * | | | 14,863 | | | | 792,346 | |
Anika Therapeutics, Inc. * | | | 2,500 | | | | 44,625 | |
Ironwood Pharmaceuticals Inc., Class A * | | | 28,007 | | | | 246,462 | |
Option Care Health, Inc. * | | | 2,304 | | | | 80,248 | |
Pacira BioSciences, Inc. * | | | 1,844 | | | | 65,093 | |
Premier, Inc., Class A | | | 19,145 | | | | 412,192 | |
| | | | | | | 1,640,966 | |
Real Estate — 1.1% |
McGrath RentCorp | | | 2,525 | | | | 255,278 | |
RMR Group, Inc., Class A, (The) | | | 7,000 | | | | 176,960 | |
| | | | | | | 432,238 | |
REITS — 1.6% |
Netstreit Corp. | | | 3,897 | | | | 65,976 | |
Ryman Hospitality Properties, Inc. | | | 6,289 | | | | 534,754 | |
| | | | | | | 600,730 | |
Retail — 5.3% |
BJ’s Wholesale Club Holdings, Inc. * | | | 13,195 | | | $ | 889,211 | |
Papa John’s International, Inc. | | | 911 | | | | 68,963 | |
PC Connection, Inc. | | | 3,500 | | | | 185,920 | |
PriceSmart, Inc. | | | 4,095 | | | | 325,471 | |
Winmark Corp. | | | 1,372 | | | | 522,087 | |
| | | | | | | 1,991,652 | |
Savings & Loans — 0.2% |
HomeTrust Bancshares, Inc. | | | 3,321 | | | | 75,885 | |
Semiconductors — 0.5% |
Vishay Precision Group, Inc. * | | | 4,863 | | | | 175,165 | |
Software — 2.9% |
CommVault Systems, Inc. * | | | 1,147 | | | | 78,352 | |
CSG Systems International, Inc. | | | 6,640 | | | | 360,618 | |
NextGen Healthcare, Inc. * | | | 4,254 | | | | 77,465 | |
SPS Commerce, Inc. * | | | 1,499 | | | | 279,009 | |
Teradata Corp. * | | | 6,307 | | | | 291,825 | |
| | | | | | | 1,087,269 | |
Telecommunications — 0.8% |
A10 Networks, Inc. | | | 15,700 | | | | 233,773 | |
IDT Corp., Class B * | | | 3,256 | | | | 76,125 | |
| | | | | | | 309,898 | |
Transportation — 5.0% |
Hub Group, Inc., Class A * | | | 6,028 | | | | 470,425 | |
Landstar System, Inc. | | | 3,290 | | | | 624,475 | |
Werner Enterprises, Inc. | | | 18,239 | | | | 758,925 | |
| | | | | | | 1,853,825 | |
Water — 2.3% |
American States Water Co. | | | 2,201 | | | | 185,346 | |
California Water Service Group | | | 13,285 | | | | 667,571 | |
| | | | | | | 852,917 | |
TOTAL COMMON STOCKS (COST $33,659,281) | | | | | | | 35,916,832 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS — 3.1% |
Exchange-Traded Funds — 3.1% |
iShares Core S&P Small-Cap ETF | | | 5,657 | | | | 570,112 | |
iShares Russell 2000 ETF | | | 3,009 | | | | 567,528 | |
TOTAL EXCHANGE TRADED FUNDS (COST $1,156,468) | | | | | | | 1,137,640 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
48
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (CONCLUDED)
August 31, 2023
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 0.9% |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 354,235 | | | $ | 354,235 | |
TOTAL SHORT-TERM INVESTMENTS (COST $354,235) | | | | | | | 354,235 | |
TOTAL INVESTMENTS (COST $35,169,904) — 100.1% | | | | | | | 37,408,707 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (18,720 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 37,389,987 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
REIT Real Estate Investment Trust
S&P Standards & Poor’s
The accompanying notes are an integral part of the financial statements.
49
SGI GLOBAL EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
COMMON STOCKS | | | | | | | | |
Pharmaceuticals | | | 14.5 | % | | $ | 21,631,449 | |
Telecommunications | | | 7.6 | | | | 11,368,696 | |
Banks | | | 7.3 | | | | 10,907,047 | |
Insurance | | | 6.2 | | | | 9,301,496 | |
Food | | | 6.0 | | | | 9,008,760 | |
Biotechnology | | | 5.0 | | | | 7,616,232 | |
Auto Manufacturers | | | 4.6 | | | | 6,849,282 | |
Retail | | | 4.4 | | | | 6,532,111 | |
Software | | | 3.5 | | | | 5,353,690 | |
Beverages | | | 3.3 | | | | 5,004,064 | |
Internet | | | 3.1 | | | | 4,713,165 | |
Media | | | 2.8 | | | | 4,311,206 | |
Semiconductors | | | 2.8 | | | | 4,193,295 | |
Aerospace/Defense | | | 2.7 | | | | 3,980,451 | |
Cosmetics/Personal Care | | | 2.5 | | | | 3,776,505 | |
Computers | | | 2.5 | | | | 3,761,557 | |
Electric | | | 2.4 | | | | 3,561,345 | |
Healthcare-Services | | | 2.3 | | | | 3,561,092 | |
Electronics | | | 1.8 | | | | 2,611,226 | |
Airlines | | | 1.7 | | | | 2,578,039 | |
Home Furnishings | | | 1.6 | | | | 2,474,295 | |
REITS | | | 1.3 | | | | 1,938,892 | |
Commercial Services | | | 1.1 | | | | 1,645,857 | |
Gas | | | 1.1 | | | | 1,639,070 | |
Mining | | | 1.0 | | | | 1,437,127 | |
Machinery-Diversified | | | 0.9 | | | | 1,372,236 | |
Healthcare-Products | | | 0.8 | | | | 1,217,750 | |
Household Products/Wares | | | 0.8 | | | | 1,196,960 | |
Chemicals | | | 0.7 | | | | 1,122,862 | |
Building Materials | | | 0.7 | | | | 1,080,023 | |
Oil & Gas | | | 0.5 | | | | 838,215 | |
Leisure Time | | | 0.2 | | | | 285,132 | |
Hand/Machine Tools | | | 0.2 | | | | 268,600 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Account | | | 1.5 | | | | 2,245,383 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.6 | | | | 913,841 | |
NET ASSETS | | | 100.0 | % | | $ | 150,296,951 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
50
SGI GLOBAL EQUITY FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 97.9% |
Aerospace/Defense — 2.7% |
Lockheed Martin Corp. | | | 8,878 | | | $ | 3,980,451 | |
Airlines — 1.7% |
Alaska Air Group, Inc. * | | | 18,713 | | | | 785,385 | |
Ryanair Holdings PLC, (Ireland) ADR * | | | 18,062 | | | | 1,792,654 | |
| | | | | | | 2,578,039 | |
Auto Manufacturers — 4.6% |
Cummins, Inc. | | | 1,637 | | | | 376,575 | |
Honda Motor Co. Ltd., (Japan) SP ADR | | | 136,850 | | | | 4,424,360 | |
Toyota Motor Corp., (Japan) SP ADR | | | 11,900 | | | | 2,048,347 | |
| | | | | | | 6,849,282 | |
Banks — 7.3% |
Credicorp Ltd., (Bermuda) | | | 20,120 | | | | 2,845,572 | |
HDFC Bank, Ltd., (India) ADR | | | 67,560 | | | | 4,209,664 | |
HSBC Holdings PLC, (United Kingdom) ADR | | | 96,507 | | | | 3,601,641 | |
Shinhan Financial Group Co. Ltd., (South Korea) ADR | | | 9,300 | | | | 250,170 | |
| | | | | | | 10,907,047 | |
Beverages — 3.3% |
Coca-Cola Co., (The) | | | 45,180 | | | | 2,703,119 | |
Coca-Cola Femsa SAB de CV, (Mexico) SP ADR | | | 27,153 | | | | 2,300,945 | |
| | | | | | | 5,004,064 | |
Biotechnology — 5.0% |
Incyte Corp. * | | | 58,425 | | | | 3,770,165 | |
United Therapeutics Corp. * | | | 8,260 | | | | 1,853,214 | |
Vertex Pharmaceuticals, Inc. * | | | 5,721 | | | | 1,992,853 | |
| | | | | | | 7,616,232 | |
Building Materials — 0.7% |
UFP Industries, Inc. | | | 10,350 | | | | 1,080,023 | |
Chemicals — 0.7% |
Air Products & Chemicals, Inc. | | | 3,800 | | | | 1,122,862 | |
Commercial Services — 1.1% |
H&R Block, Inc. | | | 41,167 | | | | 1,645,857 | |
Computers — 2.5% |
Check Point Software Technologies Ltd., (Israel) * | | | 16,900 | | | | 2,274,571 | |
Cognizant Technology Solutions Corp., Class A | | | 14,300 | | | | 1,024,023 | |
Infosys Ltd., (India), SP ADR | | | 26,653 | | | | 462,963 | |
| | | | | | | 3,761,557 | |
Cosmetics/Personal Care — 2.5% |
Colgate-Palmolive Co. | | | 51,402 | | | | 3,776,505 | |
Electric — 2.4% |
Fortis, Inc., (Canada) | | | 80,500 | | | $ | 3,155,600 | |
Pinnacle West Capital Corp. | | | 5,251 | | | | 405,745 | |
| | | | | | | 3,561,345 | |
Electronics — 1.8% |
Arrow Electronics, Inc. * | | | 2,818 | | | | 376,006 | |
Garmin Ltd., (Switzerland) | | | 21,083 | | | | 2,235,220 | |
| | | | | | | 2,611,226 | |
Food — 6.0% |
ConAgra Foods, Inc. | | | 7,200 | | | | 215,136 | |
General Mills, Inc. | | | 23,957 | | | | 1,620,931 | |
Hershey Co., (The) | | | 13,898 | | | | 2,986,124 | |
Kellogg Co. | | | 47,023 | | | | 2,869,343 | |
Kraft Heinz Co., (The) | | | 8,300 | | | | 274,647 | |
Lamb Weston Holdings, Inc. | | | 10,703 | | | | 1,042,579 | |
| | | | | | | 9,008,760 | |
Gas — 1.1% |
National Fuel Gas Co. | | | 30,500 | | | | 1,639,070 | |
Hand/Machine Tools — 0.2% |
Snap-on, Inc. | | | 1,000 | | | | 268,600 | |
Healthcare-Products — 0.8% |
Inspire Medical Systems, Inc. * | | | 2,647 | | | | 600,551 | |
Medtronic PLC, (Ireland) | | | 7,573 | | | | 617,199 | |
| | | | | | | 1,217,750 | |
Healthcare-Services — 2.3% |
Anthem, Inc. | | | 2,148 | | | | 949,437 | |
Molina Healthcare, Inc. * | | | 2,906 | | | | 901,209 | |
UnitedHealth Group, Inc. | | | 3,589 | | | | 1,710,446 | |
| | | | | | | 3,561,092 | |
Home Furnishings — 1.6% |
Dolby Laboratories, Inc., Class A | | | 29,292 | | | | 2,474,295 | |
Household Products/Wares — 0.8% |
Kimberly-Clark Corp. | | | 9,291 | | | | 1,196,960 | |
Insurance — 6.2% |
Allstate Corp., (The) | | | 11,500 | | | | 1,239,815 | |
American International Group, Inc. | | | 16,500 | | | | 965,580 | |
Chubb Ltd., (Switzerland) | | | 4,350 | | | | 873,784 | |
Cincinnati Financial Corp. | | | 9,252 | | | | 978,769 | |
CNA Financial Corp. | | | 11,900 | | | | 468,027 | |
Everest Group, Ltd., (Bermuda) | | | 1,380 | | | | 497,738 | |
Markel Group, Inc. * | | | 200 | | | | 295,784 | |
MetLife, Inc. | | | 27,600 | | | | 1,748,184 | |
Progressive Corp., (The) | | | 14,867 | | | | 1,984,299 | |
Reinsurance Group of America, Inc. | | | 1,800 | | | | 249,516 | |
| | | | | | | 9,301,496 | |
The accompanying notes are an integral part of the financial statements.
51
SGI GLOBAL EQUITY FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Internet — 3.1% |
Alphabet, Inc., Class C * | | | 34,315 | | | $ | 4,713,165 | |
Leisure Time — 0.2% |
BRP, Inc., (Canada) | | | 3,736 | | | | 285,132 | |
Machinery-Diversified — 0.9% |
Graco, Inc. | | | 13,672 | | | | 1,079,268 | |
Nordson Corp. | | | 1,200 | | | | 292,968 | |
| | | | | | | 1,372,236 | |
Media — 2.8% |
Pearson PLC, (United Kingdom) SP ADR | | | 44,823 | | | | 473,779 | |
Thomson Reuters Corp., (Canada) | | | 29,796 | | | | 3,837,427 | |
| | | | | | | 4,311,206 | |
Mining — 1.0% |
Agnico Eagle Mines Ltd., (Canada) | | | 5,897 | | | | 286,063 | |
Newmont Corp. | | | 29,200 | | | | 1,151,064 | |
| | | | | | | 1,437,127 | |
Oil & Gas — 0.5% |
Shell PLC, (United Kingdom) ADR | | | 13,500 | | | | 838,215 | |
Pharmaceuticals — 14.5% |
CVS Health Corp. | | | 6,401 | | | | 417,153 | |
Dr. Reddy’s Laboratories Ltd., (India) ADR | | | 28,474 | | | | 1,935,663 | |
GSK PLC, (United Kingdom) ADR | | | 37,400 | | | | 1,313,862 | |
McKesson Corp. | | | 2,520 | | | | 1,039,046 | |
Merck & Co., Inc. | | | 15,200 | | | | 1,656,496 | |
Neurocrine Biosciences, Inc. * | | | 28,385 | | | | 3,090,843 | |
Novartis AG, (Switzerland) SP ADR | | | 28,338 | | | | 2,847,402 | |
Novo Nordisk AS, (Denmark) ADR | | | 16,814 | | | | 3,121,015 | |
Pfizer, Inc. | | | 7,700 | | | | 272,426 | |
Sanofi, (France) ADR | | | 6,036 | | | | 320,994 | |
Takeda Pharmaceutical Co. Ltd., (Japan) ADR | | | 364,711 | | | | 5,616,549 | |
| | | | | | | 21,631,449 | |
REITS — 1.3% |
American Homes 4 Rent, Class A | | | 42,300 | | | | 1,524,492 | |
Welltower, Inc. | | | 5,000 | | | | 414,400 | |
| | | | | | | 1,938,892 | |
Retail — 4.4% |
BJ’s Wholesale Club Holdings, Inc. * | | | 11,167 | | | $ | 752,544 | |
Costco Wholesale Corp. | | | 1,900 | | | | 1,043,632 | |
McDonald’s Corp. | | | 3,648 | | | | 1,025,635 | |
Murphy USA, Inc. | | | 3,100 | | | | 984,684 | |
Restaurant Brands International, Inc., (Canada) | | | 8,361 | | | | 580,671 | |
Wal-Mart Stores, Inc. | | | 3,639 | | | | 591,738 | |
Yum! Brands, Inc. | | | 12,005 | | | | 1,553,207 | |
| | | | | | | 6,532,111 | |
Semiconductors — 2.8% |
Applied Materials, Inc. | | | 2,100 | | | | 320,796 | |
IPG Photonics Corp. * | | | 3,512 | | | | 380,560 | |
Taiwan Semiconductor Manufacturing Co., Ltd., (Taiwan) SP ADR | | | 37,319 | | | | 3,491,939 | |
| | | | | | | 4,193,295 | |
Software — 3.5% |
Electronic Arts, Inc. | | | 4,161 | | | | 499,237 | |
Microsoft Corp. | | | 14,811 | | | | 4,854,453 | |
| | | | | | | 5,353,690 | |
Telecommunications — 7.6% |
BCE, Inc., (Canada) | | | 9,500 | | | | 402,325 | |
Chunghwa Telecom Co. Ltd., (Taiwan) SP ADR | | | 16,319 | | | | 594,501 | |
Cisco Systems, Inc. | | | 10,557 | | | | 605,444 | |
Nice Ltd., (Isreal) SP ADR * | | | 19,046 | | | | 3,710,161 | |
Telekomunikasi Indonesia Persero Tbk PT, (Indonesia) ADR | | | 14,921 | | | | 362,133 | |
TELUS Corp., (Canada) | | | 32,351 | | | | 568,084 | |
TIM SA, (Brazil) ADR | | | 16,649 | | | | 244,074 | |
T-Mobile US, Inc. * | | | 35,831 | | | | 4,881,974 | |
| | | | | | | 11,368,696 | |
TOTAL COMMON STOCKS (COST $139,622,924) | | | | | | | 147,137,727 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
52
SGI GLOBAL EQUITY FUND
Portfolio of Investments (CONCLUDED)
August 31, 2023
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 1.5% |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 2,245,383 | | | $ | 2,245,383 | |
TOTAL SHORT-TERM INVESTMENTS (COST $2,245,383) | | | | | | | 2,245,383 | |
TOTAL INVESTMENTS (COST $141,868,307) — 99.4% | | | | | | | 149,383,110 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.6% | | | | | | | 913,841 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 150,296,951 | |
* | Non-income producing security. |
(a) | The rate shown is as August 31, 2023. |
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.
53
SGI PRUDENT GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
EXCHANGE TRADED FUNDS | | | 47.6 | % | | $ | 10,089,074 | |
MUTUAL FUNDS | | | 47.6 | | | | 10,093,918 | |
SHORT-TERM INVESTMENTS | | | 5.0 | | | | 1,069,102 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.2 | ) | | | (35,327 | ) |
NET ASSETS | | | 100.0 | % | | $ | 21,216,767 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
54
SGI PRUDENT GROWTH FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 47.6% |
Exchange-Traded Funds – 47.6% |
iShares Core U.S. Aggregate Bond ETF | | | 35,310 | | | $ | 3,418,008 | |
PGIM Ultra Short Bond ETF | | | 15,180 | | | | 751,562 | |
SGI Dynamic Tactical ETF *(a) | | | 148,890 | | | | 3,878,584 | |
SGI U.S. Large Cap Core ETF *(a) | | | 72,890 | | | | 2,040,920 | |
TOTAL EXCHANGE-TRADED FUNDS (COST $9,994,179) | | | | | | | 10,089,074 | |
| | | | | | | | |
MUTUAL FUNDS — 47.6% |
Mutual Funds – 47.6% |
SGI Global Equity Fund, Class I (a) | | | 141,279 | | | | 4,819,043 | |
SGI Small Cap Core Fund, Class I (a) | | | 69,840 | | | | 1,920,592 | |
SGI US Large Cap Equity Fund, Class I (a) | | | 140,420 | | | | 2,527,557 | |
SGI US Small Cap Equity Fund, Class I (a) | | | 72,077 | | | | 826,726 | |
TOTAL MUTUAL FUNDS (COST $9,909,246) | | | | | | | 10,093,918 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 5.0% |
U.S. Bank Money Market Deposit Account, 5.20% (b) | | | 1,069,102 | | | $ | 1,069,102 | |
TOTAL SHORT-TERM INVESTMENTS (COST $1,069,102) | | | | | | | 1,069,102 | |
TOTAL INVESTMENTS (COST $20,972,527) — 100.2% | | | | | | | 21,252,094 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.2)% | | | | | | | (35,327 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 21,216,767 | |
* | Non-income producing security. |
(a) | Affiliated company. See Note 7. |
(b) | The rate shown is as of August 31, 2023. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
55
SGI PEAK GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 23.4 | % | | $ | 4,579,680 | |
MUTUAL FUNDS | | | 74.1 | | | | 14,481,780 | |
SHORT-TERM INVESTMENTS | | | 2.0 | | | | 393,615 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.5 | | | | 99,576 | |
NET ASSETS | | | 100.0 | % | | $ | 19,554,651 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
56
SGI PEAK GROWTH FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
EXCHANGE TRADED FUNDS — 23.4% |
iShares Core MSCI EAFE ETF | | | 8,730 | | | $ | 584,124 | |
iShares Core MSCI Emerging Markets ETF | | | 9,910 | | | | 486,185 | |
SGI Dynamic Tactical ETF *(a) | | | 75,030 | | | | 1,954,531 | |
SGI U.S. Large Cap Core ETF *(a) | | | 55,530 | | | | 1,554,840 | |
TOTAL EXCHANGE- TRADED FUNDS (COST $4,391,859) | | | | | | | 4,579,680 | |
| | | | | | | | |
MUTUAL FUNDS — 74.1% |
SGI Global Equity Fund, Class I (a) | | | 169,059 | | | | 5,766,597 | |
SGI Small Cap Core Fund, Class I (a) | | | 149,014 | | | | 4,097,897 | |
SGI US Large Cap Equity Fund, Class I (a) | | | 192,484 | | | | 3,464,707 | |
SGI US Small Cap Equity Fund, Class I (a) | | | 100,486 | | | | 1,152,579 | |
TOTAL MUTUAL FUNDS (COST $14,227,006) | | | | | | | 14,481,780 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 2.0% |
U.S. Bank Money Market Deposit Account, 5.20% (b) | | | 393,615 | | | $ | 393,615 | |
TOTAL SHORT-TERM INVESTMENTS (COST $393,615) | | | | | | | 393,615 | |
TOTAL INVESTMENTS (COST $19,012,480) — 99.5% | | | | | | | 19,455,075 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.5% | | | | | | | 99,576 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 19,554,651 | |
* | Non-income producing security. |
(a) | Affiliated company. See Note 7. |
(b) | The rate shown is as of August 31, 2023. |
ETF Exchange-Traded Fund
MSCI Morgan Stanley Capital International
The accompanying notes are an integral part of the financial statements.
57
SGI SMALL CAP CORE FUND
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
COMMON STOCKS | | | | | | | | |
Home Builders | | | 7.8 | % | | $ | 8,067,278 | |
Building Materials | | | 7.8 | | | | 8,035,254 | |
Software | | | 5.7 | | | | 5,880,671 | |
Healthcare-Products | | | 5.6 | | | | 5,880,908 | |
Commercial Services | | | 5.3 | | | | 5,513,976 | |
Insurance | | | 5.2 | | | | 5,351,749 | |
Retail | | | 4.8 | | | | 4,974,440 | |
REITS | | | 3.9 | | | | 3,984,138 | |
Diversified Financial Services | | | 3.8 | | | | 3,940,412 | |
Transportation | | | 2.8 | | | | 2,957,387 | |
Distribution/Wholesale | | | 2.6 | | | | 2,706,568 | |
Food | | | 2.5 | | | | 2,623,893 | |
Semiconductors | | | 2.3 | | | | 2,358,199 | |
Machinery-Construction & Mining | | | 2.2 | | | | 2,317,507 | |
Computers | | | 2.2 | | | | 2,321,374 | |
Metal Fabricate/Hardware | | | 2.2 | | | | 2,294,907 | |
Telecommunications | | | 2.2 | | | | 2,257,107 | |
Pharmaceuticals | | | 2.2 | | | | 2,258,819 | |
Chemicals | | | 2.0 | | | | 2,026,372 | |
Internet | | | 1.9 | | | | 1,943,375 | |
Oil & Gas Services | | | 1.7 | | | | 1,790,451 | |
Electric | | | 1.7 | | | | 1,777,981 | |
Airlines | | | 1.7 | | | | 1,769,809 | |
Healthcare-Services | | | 1.7 | | | | 1,735,112 | |
Engineering & Construction | | | 1.6 | | | | 1,663,724 | |
Leisure Time | | | 1.6 | | | | 1,646,835 | |
Banks | | | 1.6 | | | | 1,623,614 | |
Iron/Steel | | | 1.5 | | | | 1,566,146 | |
Machinery-Diversified | | | 1.4 | | | | 1,474,022 | |
Biotechnology | | | 1.0 | | | | 1,052,123 | |
Auto Manufacturers | | | 1.0 | | | | 1,049,947 | |
Home Furnishings | | | 1.0 | | | | 981,282 | |
Electronics | | | 0.9 | | | | 971,684 | |
Auto Parts & Equipment | | | 0.8 | | | | 821,196 | |
Household Products/Wares | | | 0.8 | | | | 799,193 | |
Gas | | | 0.8 | | | | 786,071 | |
Mining | | | 0.6 | | | | 580,137 | |
Lodging | | | 0.6 | | | | 573,131 | |
Electrical Components & Equipment | | | 0.4 | | | | 396,843 | |
Miscellaneous Manufacturing | | | 0.3 | | | | 270,280 | |
Pipelines | | | 0.3 | | | | 269,700 | |
Real Estate | | | 0.2 | | | | 209,314 | |
Hand/Machine Tools | | | 0.2 | | | | 194,774 | |
Oil & Gas | | | 0.1 | | | | 119,497 | |
Packaging & Containers | | | 0.1 | | | | 101,597 | |
Private Equity | | | 0.0 | | | | 47,745 | |
The accompanying notes are an integral part of the financial statements.
58
SGI SMALL CAP CORE FUND
Portfolio Holdings Summary Table (CONCLUDED)
August 31, 2023 (UNAUDITED)
SECURITY TYPE/CLASSIFICATION | | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 1.6 | | | $ | 1,684,071 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.1 | ) | | | (148,954 | ) |
NET ASSETS | | | 100.0 | % | | $ | 103,501,659 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
59
SGI SMALL CAP CORE FUND
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 98.5% |
Airlines — 1.7% |
Alaska Air Group, Inc. * | | | 10,955 | | | $ | 459,781 | |
Allegiant Travel Co. | | | 8,864 | | | | 787,478 | |
Sun Country Airlines Holdings, Inc. * | | | 35,094 | | | | 522,550 | |
| | | | | | | 1,769,809 | |
Auto Manufacturers — 1.0% |
REV Group, Inc. | | | 8,500 | | | | 115,430 | |
Wabash National Corp. | | | 41,442 | | | | 934,517 | |
| | | | | | | 1,049,947 | |
Auto Parts & Equipment — 0.8% |
Methode Electronics, Inc. | | | 6,011 | | | | 193,855 | |
Shyft Group, Inc., (The) | | | 40,009 | | | | 627,341 | |
| | | | | | | 821,196 | |
Banks — 1.6% |
Bancorp, Inc., (The) * | | | 9,675 | | | | 355,169 | |
Bank7 Corp. | | | 1,881 | | | | 47,251 | |
Bankwell Financial Group, Inc. | | | 1,985 | | | | 51,650 | |
Capital City Bank Group, Inc. | | | 1,946 | | | | 59,372 | |
Coastal Financial Corp. * | | | 10,900 | | | | 480,145 | |
Independent Bank Corp. | | | 5,600 | | | | 106,904 | |
Mercantile Bank Corp. | | | 1,784 | | | | 59,550 | |
Midland States Bancorp, Inc. | | | 6,800 | | | | 150,960 | |
OFG Bancorp, (Puerto Rico) | | | 6,685 | | | | 201,620 | |
Summit Financial Group, Inc. | | | 2,612 | | | | 64,255 | |
Univest Financial Corp. | | | 2,598 | | | | 46,738 | |
| | | | | | | 1,623,614 | |
Biotechnology — 1.0% |
Ligand Pharmaceuticals, Inc. * | | | 15,997 | | | | 1,052,123 | |
Building Materials — 7.8% |
American Woodmark Corp. * | | | 11,091 | | | | 861,438 | |
Apogee Enterprises, Inc. | | | 9,073 | | | | 457,824 | |
Boise Cascade Co. | | | 10,896 | | | | 1,191,695 | |
Griffon Corp. | | | 27,476 | | | | 1,150,420 | |
JELD-WEN Holding, Inc. * | | | 11,522 | | | | 173,752 | |
Louisiana-Pacific Corp. | | | 15,250 | | | | 952,820 | |
Simpson Manufacturing Co., Inc. | | | 7,400 | | | | 1,182,224 | |
SPX Technologies, Inc. * | | | 11,358 | | | | 897,509 | |
UFP Industries, Inc. | | | 11,189 | | | | 1,167,572 | |
| | | | | | | 8,035,254 | |
Chemicals — 2.0% |
AdvanSix, Inc. | | | 1,372 | | | | 45,386 | |
Balchem Corp. | | | 1,442 | | | | 202,601 | |
Livent Corp. * | | | 36,978 | | | | 793,917 | |
Orion Engineered Carbons SA, (Luxembourg) | | | 43,522 | | | | 984,468 | |
| | | | | | | 2,026,372 | |
Commercial Services — 5.3% |
AMN Healthcare Services, Inc. * | | | 4,011 | | | $ | 354,492 | |
Cross Country Healthcare, Inc. * | | | 39,418 | | | | 1,015,408 | |
Heidrick & Struggles International Inc. | | | 26,794 | | | | 709,773 | |
Herc Holdings, Inc. | | | 7,001 | | | | 911,110 | |
Information Services Group, Inc. | | | 18,449 | | | | 95,935 | |
Kelly Services, Inc., Class A | | | 2,861 | | | | 52,900 | |
National Research Corp. | | | 6,810 | | | | 284,658 | |
PROG Holdings, Inc. * | | | 30,968 | | | | 1,062,202 | |
Progyny, Inc. * | | | 26,382 | | | | 985,104 | |
TrueBlue, Inc. * | | | 2,802 | | | | 42,394 | |
| | | | | | | 5,513,976 | |
Computers — 2.2% |
ExlService Holdings, Inc. * | | | 47,632 | | | | 1,392,283 | |
Grid Dynamics Holdings, Inc. * | | | 32,100 | | | | 373,323 | |
TTEC Holdings, Inc. | | | 18,675 | | | | 555,768 | |
| | | | | | | 2,321,374 | |
Distribution/Wholesale — 2.6% |
Global Industrial Co. | | | 5,456 | | | | 184,631 | |
H&E Equipment Services, Inc. | | | 16,309 | | | | 739,124 | |
ScanSource, Inc. * | | | 6,138 | | | | 201,204 | |
Titan Machinery, Inc. * | | | 36,414 | | | | 1,129,562 | |
WESCO International, Inc. | | | 2,793 | | | | 452,047 | |
| | | | | | | 2,706,568 | |
Diversified Financial Services — 3.8% |
Diamond Hill Investment Group, Inc. | | | 1,139 | | | | 192,218 | |
Enova International, Inc. * | | | 19,200 | | | | 968,640 | |
GCM Grosvenor, Inc., Class A | | | 6,539 | | | | 49,958 | |
Hamilton Lane, Inc., Class A | | | 8,608 | | | | 798,736 | |
Piper Sandler Cos. | | | 1,100 | | | | 163,878 | |
Regional Management Corp. | | | 21,657 | | | | 595,134 | |
Silvercrest Asset Management Group, Inc., Class A | | | 2,449 | | | | 47,192 | |
Victory Capital Holdings, Inc., Class A | | | 10,009 | | | | 344,510 | |
Virtus Investment Partners, Inc. | | | 3,767 | | | | 780,146 | |
| | | | | | | 3,940,412 | |
Electric — 1.7% |
ALLETE, Inc. | | | 17,619 | | | | 967,283 | |
Clearway Energy, Inc., Class C | | | 32,729 | | | | 810,698 | |
| | | | | | | 1,777,981 | |
Electrical Components & Equipment — 0.4% |
Belden, Inc. | | | 581 | | | | 54,556 | |
Insteel Industries, Inc. | | | 9,850 | | | | 342,287 | |
| | | | | | | 396,843 | |
The accompanying notes are an integral part of the financial statements.
60
SGI SMALL CAP CORE FUND
Portfolio of Investments (CONtinued)
August 31, 2023
| | Number of Shares | | | Value | |
Electronics — 0.9% |
Benchmark Electronics, Inc. | | | 8,514 | | | $ | 219,150 | |
Sanmina Corp. * | | | 11,573 | | | | 644,616 | |
Turtle Beach Corp. * | | | 9,928 | | | | 107,918 | |
| | | | | | | 971,684 | |
Engineering & Construction — 1.6% |
Construction Partners, Inc. * | | | 18,494 | | | | 642,667 | |
MYR Group, Inc. * | | | 7,187 | | | | 1,021,057 | |
| | | | | | | 1,663,724 | |
Food — 2.5% |
Chefs’ Warehouse, Inc. * | | | 26,409 | | | | 753,713 | |
Ingles Markets, Inc., Class A | | | 12,236 | | | | 955,999 | |
SpartanNash Co. | | | 42,012 | | | | 914,181 | |
| | | | | | | 2,623,893 | |
Gas — 0.8% |
Northwest Natural Holding Co. | | | 20,012 | | | | 786,071 | |
Hand/Machine Tools — 0.2% |
Franklin Electric Co., Inc. | | | 2,014 | | | | 194,774 | |
Healthcare-Products — 5.6% |
Inari Medical, Inc. * | | | 21,338 | | | | 1,421,537 | |
Inmode Ltd., (Israel) * | | | 1,181 | | | | 46,165 | |
Inspire Medical Systems, Inc. * | | | 3,492 | | | | 792,265 | |
iRadimed Corp. | | | 5,788 | | | | 267,579 | |
Lantheus Holdings, Inc. * | | | 13,349 | | | | 913,606 | |
LeMaitre Vascular, Inc. | | | 16,807 | | | | 971,613 | |
Omnicell, Inc. * | | | 15,977 | | | | 908,452 | |
SI-BONE, Inc. * | | | 24,462 | | | | 559,691 | |
| | | | | | | 5,880,908 | |
Healthcare-Services — 1.7% |
Addus HomeCare Corp. * | | | 10,195 | | | | 894,101 | |
DocGo, Inc. * | | | 22,996 | | | | 205,814 | |
National HealthCare Corp. | | | 5,099 | | | | 336,279 | |
RadNet, Inc. * | | | 7,500 | | | | 250,575 | |
Select Medical Holdings Corp. | | | 1,655 | | | | 48,343 | |
| | | | | | | 1,735,112 | |
Home Builders — 7.8% |
Beazer Homes USA, Inc. * | | | 31,143 | | | | 912,801 | |
Cavco Industries, Inc. * | | | 3,721 | | | | 1,040,094 | |
Century Communities, Inc. | | | 14,244 | | | | 1,057,617 | |
Forestar Group, Inc. * | | | 27,136 | | | | 773,647 | |
M/I Homes, Inc. * | | | 10,877 | | | | 1,067,904 | |
MDC Holdings, Inc. | | | 22,628 | | | | 1,073,699 | |
Meritage Homes Corp. | | | 7,600 | | | | 1,056,704 | |
Taylor Morrison Home Corp. * | | | 1,075 | | | | 50,955 | |
Tri Pointe Homes, Inc. * | | | 33,243 | | | | 1,033,857 | |
| | | | | | | 8,067,278 | |
Home Furnishings — 1.0% |
Millerknoll, Inc. | | | 51,376 | | | | 981,282 | |
Household Products/Wares — 0.8% |
Central Garden & Pet Co., Class A * | | | 14,731 | | | $ | 601,025 | |
Quanex Building Products Corp. | | | 7,345 | | | | 198,168 | |
| | | | | | | 799,193 | |
Insurance — 5.2% |
Axis Capital Holdings Ltd., (Bermuda) | | | 18,731 | | | | 1,027,583 | |
Employers Holdings, Inc. | | | 8,111 | | | | 318,194 | |
Goosehead Insurance, Inc., Class A * | | | 1,600 | | | | 111,776 | |
Jackson Financial, Inc., Class A | | | 19,048 | | | | 716,205 | |
James River Group Holdings Ltd., (Bermuda) | | | 46,845 | | | | 682,063 | |
Kinsale Capital Group, Inc. | | | 2,733 | | | | 1,089,456 | |
Nmi Holdings, Inc., Class A * | | | 37,133 | | | | 1,062,746 | |
Palomar Holdings, Inc. * | | | 873 | | | | 44,532 | |
Universal Insurance Holdings, Inc. | | | 23,633 | | | | 299,194 | |
| | | | | | | 5,351,749 | |
Internet — 1.9% |
Cargurus, Inc. * | | | 46,659 | | | | 844,995 | |
Cogent Communications Holdings, Inc. | | | 5,221 | | | | 368,498 | |
ePlus, Inc. * | | | 6,534 | | | | 433,727 | |
HealthStream, Inc. | | | 10,278 | | | | 216,146 | |
Shutterstock, Inc. | | | 1,900 | | | | 80,009 | |
| | | | | | | 1,943,375 | |
Iron/Steel — 1.5% |
Commercial Metals Co. | | | 20,547 | | | | 1,156,591 | |
Schnitzer Steel Industries, Inc., Class A | | | 12,336 | | | | 409,555 | |
| | | | | | | 1,566,146 | |
Leisure Time — 1.6% |
Malibu Boats, Inc., Class A * | | | 18,380 | | | | 892,533 | |
MasterCraft Boat Holdings, Inc. * | | | 17,698 | | | | 385,108 | |
Vista Outdoor, Inc. * | | | 12,622 | | | | 369,194 | |
| | | | | | | 1,646,835 | |
Lodging — 0.6% |
Travel + Leisure Co. | | | 14,257 | | | | 573,131 | |
Machinery-Construction & Mining — 2.2% |
Argan, Inc. | | | 1,312 | | | | 55,734 | |
Oshkosh Corp. | | | 11,551 | | | | 1,199,340 | |
Terex Corp. | | | 17,529 | | | | 1,062,433 | |
| | | | | | | 2,317,507 | |
The accompanying notes are an integral part of the financial statements.
61
SGI SMALL CAP CORE FUND
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Machinery-Diversified — 1.4% |
AGCO Corp. | | | 5,900 | | | $ | 764,227 | |
Cactus, Inc., Class A | | | 13,307 | | | | 709,795 | |
| | | | | | | 1,474,022 | |
Metal Fabricate/Hardware — 2.2% |
Mueller Industries, Inc. | | | 11,889 | | | | 917,355 | |
Olympic Steel, Inc. | | | 7,866 | | | | 420,988 | |
Omega Flex, Inc. | | | 1,300 | | | | 108,810 | |
Proto Labs, Inc. * | | | 1,596 | | | | 47,082 | |
Ryerson Holding Corp. | | | 25,712 | | | | 800,672 | |
| | | | | | | 2,294,907 | |
Mining — 0.6% |
Compass Minerals International, Inc. | | | 17,542 | | | | 528,891 | |
Kaiser Aluminum Corp. | | | 675 | | | | 51,246 | |
| | | | | | | 580,137 | |
Miscellaneous Manufacturing — 0.3% |
Fabrinet, (Cayman Islands) * | | | 424 | | | | 68,166 | |
Myers Industries, Inc. | | | 10,745 | | | | 202,114 | |
| | | | | | | 270,280 | |
Oil & Gas — 0.1% |
Matador Resources Co. | | | 983 | | | | 62,421 | |
SM Energy Co. | | | 1,349 | | | | 57,076 | |
| | | | | | | 119,497 | |
Oil & Gas Services — 1.7% |
DMC Global, Inc. * | | | 16,650 | | | | 399,933 | |
Liberty Energy, Inc. | | | 67,098 | | | | 1,070,213 | |
NOW, Inc. * | | | 13,800 | | | | 154,146 | |
US Silica Holdings, Inc. * | | | 13,476 | | | | 166,159 | |
| | | | | | | 1,790,451 | |
Packaging & Containers — 0.1% |
Clearwater Paper Corp. * | | | 1,394 | | | | 53,376 | |
Greif, Inc., Class B | | | 647 | | | | 48,221 | |
| | | | | | | 101,597 | |
Pharmaceuticals — 2.2% |
Amphastar Pharmaceuticals, Inc. * | | | 19,229 | | | | 1,025,098 | |
Anika Therapeutics, Inc. * | | | 2,300 | | | | 41,055 | |
Catalyst Pharmaceuticals Partners, Inc. * | | | 82,089 | | | | 1,152,529 | |
Ironwood Pharmaceuticals Inc., Class A * | | | 4,561 | | | | 40,137 | |
| | | | | | | 2,258,819 | |
Pipelines — 0.3% |
Excelerate Energy, Inc. | | | 14,500 | | | | 269,700 | |
Private Equity — 0.0% |
Patria Investments Ltd., Class A, (Cayman Islands) | | | 3,311 | | | | 47,745 | |
Real Estate — 0.2% |
RE/MAX Holdings, Inc., Class A | | | 2,612 | | | $ | 42,314 | |
RMR Group, Inc., Class A, (The) | | | 6,606 | | | | 167,000 | |
| | | | | | | 209,314 | |
REITS — 3.8% |
Apple Hospitality REIT, Inc. | | | 26,700 | | | | 401,034 | |
Broadstone Net Lease, Inc. | | | 32,740 | | | | 529,406 | |
Corporate Office Properties Trust | | | 40,147 | | | | 1,039,004 | |
Essential Properties Realty Trust, Inc. | | | 2,157 | | | | 51,811 | |
Granite Point Mortgage Trust, Inc. | | | 46,025 | | | | 245,774 | |
Innovative Industrial Properties, Inc. | | | 13,969 | | | | 1,219,214 | |
KKR Real Estate Finance Trust, Inc. | | | 4,215 | | | | 52,730 | |
NexPoint Residential Trust, Inc. | | | 1,290 | | | | 48,439 | |
Park Hotels & Resorts, Inc. | | | 24,389 | | | | 312,911 | |
Ryman Hospitality Properties, Inc. | | | 500 | | | | 42,515 | |
Xenia Hotels & Resorts, Inc. | | | 3,500 | | | | 41,300 | |
| | | | | | | 3,984,138 | |
Retail — 4.8% |
Asbury Automotive Group, Inc. * | | | 4,542 | | | | 1,044,660 | |
BJ’s Restaurants, Inc. * | | | 5,632 | | | | 165,637 | |
BlueLinx Holdings, Inc. * | | | 8,343 | | | | 744,696 | |
Build-A-Bear Workshop, Inc. | | | 34,473 | | | | 909,053 | |
GMS, Inc. * | | | 10,391 | | | | 720,512 | |
Group 1 Automotive, Inc. | | | 191 | | | | 50,504 | |
PC Connection, Inc. | | | 6,200 | | | | 329,344 | |
Sonic Automotive, Inc., Class A | | | 1,023 | | | | 54,547 | |
Wingstop, Inc. | | | 5,948 | | | | 955,487 | |
| | | | | | | 4,974,440 | |
Semiconductors — 2.3% |
Axcelis Technologies, Inc. * | | | 5,100 | | | | 979,965 | |
Diodes, Inc. * | | | 3,848 | | | | 314,959 | |
SMART Global Holdings, Inc., (Cayman Islands) * | | | 3,588 | | | | 92,678 | |
Ultra Clean Holdings, Inc. * | | | 25,924 | | | | 911,488 | |
Vishay Precision Group, Inc. * | | | 1,641 | | | | 59,109 | |
| | | | | | | 2,358,199 | |
Software — 5.7% |
Amplitude, Inc., Class A * | | | 32,959 | | | | 384,961 | |
Apollo Medical Holdings, Inc. * | | | 8,445 | | | | 319,728 | |
BlackLine, Inc. * | | | 8,362 | | | | 502,222 | |
Computer Programs & Systems, Inc. * | | | 10,300 | | | | 167,581 | |
CSG Systems International, Inc. | | | 12,807 | | | | 695,548 | |
The accompanying notes are an integral part of the financial statements.
62
SGI SMALL CAP CORE FUND
Portfolio of Investments (CONCLUDED)
August 31, 2023
| | Number of Shares | | | Value | |
Software — 5.7% (Continued) | | | | | | | | |
Donnelley Financial Solutions, Inc. * | | | 1,079 | | | $ | 53,162 | |
Doximity, Inc., Class A * | | | 27,700 | | | | 660,368 | |
Elastic NV, (Netherlands) * | | | 16,366 | | | | 1,012,728 | |
IBEX Holdings Ltd., (Bermuda) * | | | 6,447 | | | | 126,103 | |
NextGen Healthcare, Inc. * | | | 9,890 | | | | 180,097 | |
Olo, Inc., Class A * | | | 71,300 | | | | 459,885 | |
Smartsheet, Inc., Class A * | | | 5,846 | | | | 243,953 | |
Workiva, Inc. * | | | 2,400 | | | | 268,440 | |
Yext, Inc. * | | | 5,475 | | | | 47,961 | |
Zuora, Inc., Class A * | | | 83,198 | | | | 757,934 | |
| | | | | | | 5,880,671 | |
Telecommunications — 2.2% |
A10 Networks, Inc. | | | 36,771 | | | | 547,520 | |
Aviat Networks, Inc. * | | | 5,989 | | | | 211,053 | |
Calix, Inc. * | | | 23,783 | | | | 1,106,147 | |
IDT Corp., Class B * | | | 16,783 | | | | 392,387 | |
| | | | | | | 2,257,107 | |
Transportation — 2.8% |
ArcBest Corp. | | | 3,476 | | | | 367,031 | |
Ardmore Shipping Corp., (Marshall Islands) | | | 3,933 | | | | 48,927 | |
Daseke, Inc. * | | | 26,035 | | | | 137,985 | |
DHT Holdings, Inc., (Marshall Islands) | | | 44,349 | | | | 410,228 | |
Hub Group, Inc., Class A * | | | 12,321 | | | | 961,531 | |
Teekay Tankers Ltd., Class A, (Marshall Islands) | | | 25,361 | | | | 1,031,685 | |
| | | | | | | 2,957,387 | |
TOTAL COMMON STOCKS (COST $99,938,795) | | | | | | | 101,966,542 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.6% |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 1,684,071 | | | $ | 1,684,071 | |
TOTAL SHORT-TERM INVESTMENTS (COST $1,684,071) | | | | | | | 1,684,071 | |
TOTAL INVESTMENTS (COST $101,622,866) — 100.1% | | | | | | | 103,650,613 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (148,954 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 103,501,659 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
63
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities
August 31, 2023
| | 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 $334,773,096, $34,815,669, and $139,622,924, respectively) | | $ | 379,495,246 | | | $ | 37,054,472 | | | $ | 147,137,727 | |
Affiliated investments (cost $—, $—, and $—, respectively) (see Note 7) | | | — | | | | — | | | | — | |
Short-term investments (cost $5,558,821, $354,235, and $2,245,383, respectively) | | | 5,558,821 | | | | 354,235 | | | | 2,245,383 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 507,041 | | | | 115,123 | | | | 868,362 | |
Dividends | | | 606,621 | | | | 43,982 | | | | 321,157 | |
Prepaid expenses and other assets | | | 31,483 | | | | 18,936 | | | | 17,282 | |
Total assets | | $ | 386,199,212 | | | $ | 37,586,748 | | | $ | 150,589,911 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | 763,346 | | | $ | 107,802 | | | $ | 128,738 | |
Advisory fees | | | 243,564 | | | | 23,462 | | | | 73,079 | |
Other accrued expenses and liabilities | | | 260,036 | | | | 65,497 | | | | 91,143 | |
Total liabilities | | | 1,266,946 | | | | 196,761 | | | | 292,960 | |
Net assets | | $ | 384,932,266 | | | $ | 37,389,987 | | | $ | 150,296,951 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 21,392 | | | $ | 3,267 | | | $ | 4,406 | |
Paid-in capital | | | 326,310,399 | | | | 36,256,949 | | | | 143,794,609 | |
Total distributable earnings/(loss) | | | 58,600,475 | | | | 1,129,771 | | | | 6,497,936 | |
Net assets | | $ | 384,932,266 | | | $ | 37,389,987 | | | $ | 150,296,951 | |
| | | | | | | | | | | | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 351,359,516 | | | $ | 28,994,596 | | | $ | 150,296,951 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 19,522,502 | | | | 2,527,100 | | | | 4,406,470 | |
Net asset value, offering and redemption price per share | | $ | 18.00 | | | $ | 11.47 | | | $ | 34.11 | |
| | | | | | | | | | | | |
Class A Shares: | | | | | | | | | | | | |
Net assets applicable to Class A Shares | | $ | 31,275,568 | | | $ | 8,130,793 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,735,673 | | | | 715,607 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 18.02 | | | $ | 11.36 | | | $ | — | |
Maximum offering price per share (100/94.75 of $18.02 and $11.36, respectively) | | $ | 19.02 | | | $ | 11.99 | | | $ | — | |
| | | | | | | | | | | | |
Class C Shares: | | | | | | | | | | | | |
Net assets applicable to Class C Shares | | $ | 2,297,182 | | | $ | 264,598 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 133,440 | | | | 24,266 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 17.22 | | | $ | 10.90 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
64
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities (Concluded)
August 31, 2023
| | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP core FUND | |
ASSETS | | | | | | | | | | | | |
Investments, at fair value: | | | | | | | | | | | | |
Unaffiliated investments (cost $4,325,868, $1,061,726, and $99,938,795, respectively) | | $ | 4,169,570 | | | $ | 1,070,309 | | | $ | 101,966,542 | |
Affiliated investments (cost $15,577,557, $17,557,139, and $—, respectively) (see Note 7) | | | 16,013,422 | | | | 17,991,151 | | | | — | |
Short-term investments (cost $1,069,102, $393,615, and $1,684,071, respectively) | | | 1,069,102 | | | | 393,615 | | | | 1,684,071 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 4,261 | | | | 143,159 | | | | 432,566 | |
Dividends | | | 4,706 | | | | 2,388 | | | | 117,732 | |
Prepaid expenses and other assets | | | 14,142 | | | | 13,095 | | | | 22,469 | |
Total assets | | $ | 21,275,203 | | | $ | 19,613,717 | | | $ | 104,223,380 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Investments purchased | | $ | — | | | $ | — | | | $ | 507,169 | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | | — | | | | — | | | | 36,731 | |
Advisory fees | | | 13,215 | | | | 11,747 | | | | 82,891 | |
Other accrued expenses and liabilities | | | 45,221 | | | | 47,319 | | | | 94,930 | |
Total liabilities | | | 58,436 | | | | 59,066 | | | | 721,721 | |
Net assets | | $ | 21,216,767 | | | $ | 19,554,651 | | | $ | 103,501,659 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 2,065 | | | $ | 1,842 | | | $ | 3,763 | |
Paid-in capital | | | 21,345,995 | | | | 19,631,019 | | | | 107,630,344 | |
Total distributable earnings/(loss) | | | (131,293 | ) | | | (78,210 | ) | | | (4,132,448 | ) |
Net assets | | $ | 21,216,767 | | | $ | 19,554,651 | | | $ | 103,501,659 | |
| | | | | | | | | | | | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 21,216,767 | | | $ | 19,554,651 | | | $ | 103,501,659 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 2,064,587 | | | | 1,842,186 | | | | 3,763,134 | |
Net asset value, offering and redemption price per share | | $ | 10.28 | | | $ | 10.61 | | | $ | 27.50 | |
The accompanying notes are an integral part of the financial statements.
65
SUMMIT GLOBAL INVESTMENTS
Statements of Operations
FOR THE year ENDED August 31, 2023
| | 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 | | $ | 7,778,272 | | | $ | 569,933 | | | $ | 2,766,791 | (1) |
Dividends from affiliated investments (see Note 7) | | | — | | | | — | | | | — | |
Interest | | | 190,436 | | | | 24,071 | | | | 108,531 | |
Total investment income | | | 7,968,708 | | | | 594,004 | | | | 2,875,322 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 2,821,020 | | | | 344,825 | | | | 912,478 | |
Transfer agent fees (Note 2) | | | 447,307 | | | | 42,637 | | | | 146,100 | |
Administration and accounting fees (Note 2) | | | 167,251 | | | | 30,984 | | | | 67,644 | |
Legal fees | | | 100,244 | | | | 8,627 | | | | 30,577 | |
Officer fees | | | 92,495 | | | | 7,732 | | | | 28,178 | |
Director fees | | | 78,218 | | | | 6,493 | | | | 23,621 | |
Distribution fees - Class A Shares | | | 74,365 | | | | 17,773 | | | | — | |
Printing and shareholder reporting fees | | | 57,646 | | | | 10,602 | | | | 17,684 | |
Registration and filing fees | | | 56,366 | | | | 46,722 | | | | 24,879 | |
Audit and tax service fees | | | 34,899 | | | | 34,914 | | | | 32,532 | |
Distribution fees - Class C Shares | | | 23,209 | | | | 2,475 | | | | — | |
Custodian fees (Note 2) | | | 6,912 | | | | 2,510 | | | | 5,177 | |
Other expenses | | | 55,954 | | | | 6,890 | | | | 16,797 | |
Total expenses before waivers and/or reimbursments | | | 4,015,886 | | | | 563,184 | | | | 1,305,667 | |
(Waiver and/or reimbursements) net of amounts recouped (Note 2) | | | 42,904 | | | | (96,478 | ) | | | (210,693 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 4,058,790 | | | | 466,706 | | | | 1,094,974 | |
Net investment income/(loss) | | | 3,909,918 | | | | 127,298 | | | | 1,780,348 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | | | | | | | | | | |
Unaffiliated investments | | | 17,344,683 | | | | (880,174 | ) | | | (1,631,160 | ) |
Affiliated investments (see Note 7) | | | — | | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | — | | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | | | | | |
Unaffiliated investments | | | 1,974,967 | | | | 1,386,365 | | | | 8,032,739 | |
Affiliated investments (see Note 7) | | | — | | | | — | | | | — | |
Net realized and unrealized gain/(loss) on investments | | | 19,319,650 | | | | 506,191 | | | | 6,401,579 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 23,229,568 | | | $ | 633,489 | | | $ | 8,181,927 | |
(1) | Net of foreign withholding taxes of $145,335. |
The accompanying notes are an integral part of the financial statements.
66
SUMMIT GLOBAL INVESTMENTS
Statements of Operations (Concluded)
FOR THE year ENDED August 31, 2023
| | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP core FUND | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends | | | | | | | | | | | | |
Dividends from unaffiliated investments | | $ | 201,908 | | | $ | 61,124 | | | $ | 1,309,512 | (1) |
Dividends from affiliated investments (see Note 7) | | | 58,063 | | | | 67,759 | | | | — | |
Interest | | | 54,583 | | | | 15,791 | | | | 64,161 | |
Total investment income | | | 314,554 | | | | 144,674 | | | | 1,373,673 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 136,764 | | | | 110,775 | | | | 886,074 | |
Audit and tax service fees | | | 32,653 | | | | 32,654 | | | | 30,770 | |
Registration and filing fees | | | 22,976 | | | | 25,352 | | | | 30,580 | |
Transfer agent fees (Note 2) | | | 20,416 | | | | 16,409 | | | | 66,837 | |
Administration and accounting fees (Note 2) | | | 18,049 | | | | 18,193 | | | | 56,523 | |
Legal fees | | | 4,258 | | | | 3,591 | | | | 20,568 | |
Officer fees | | | 3,027 | | | | 2,721 | | | | 19,734 | |
Director fees | | | 2,777 | | | | 2,534 | | | | 15,929 | |
Printing and shareholder reporting fees | | | 2,704 | | | | 3,197 | | | | 20,903 | |
Custodian Fees (Note 2) | | | 1,798 | | | | — | | | | 4,714 | |
Other expenses | | | 4,406 | | | | 3,122 | | | | 13,995 | |
Total expenses before waivers and/or reimbursments | | | 249,828 | | | | 218,548 | | | | 1,166,627 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | 17,720 | | | | 7,714 | | | | (19,394 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 267,548 | | | | 226,262 | | | | 1,147,233 | |
Net investment income/(loss) | | | 47,006 | | | | (81,588 | ) | | | 226,440 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | | | | | | | | | | |
Unaffiliated investments | | | (105,023 | ) | | | 37,722 | | | | 3,864,198 | |
Affiliated investments (see Note 7) | | | (193,894 | ) | | | (106,896 | ) | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | 182,199 | | | | 211,725 | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | | | | | |
Unaffiliated investments | | | 176,986 | | | | 84,217 | | | | 3,754,938 | |
Affiliated investments (see Note 7) | | | 809,842 | | | | 761,919 | | | | — | |
Net realized and unrealized gain/(loss) on investments | | | 870,110 | | | | 988,687 | | | | 7,619,136 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 917,116 | | | $ | 907,099 | | | $ | 7,845,576 | |
(1) | Net of foreign withholding taxes of $1,498. |
The accompanying notes are an integral part of the financial statements.
67
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 3,909,918 | | | $ | 4,060,570 | |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | 17,344,683 | | | | 32,998,168 | |
Affliliated investments (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 1,974,967 | | | | (93,076,221 | ) |
Affliliated investments (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | 23,229,568 | | | | (56,017,483 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Distributable earnings | | | | | | | | |
Class I Shares | | | (19,244,500 | ) | | | (70,369,928 | ) |
Class A Shares | | | (1,382,773 | ) | | | (4,188,567 | ) |
Class C Shares | | | (96,977 | ) | | | (407,055 | ) |
Total distributable earnings | | | (20,724,250 | ) | | | (74,965,550 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (20,724,250 | ) | | | (74,965,550 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 48,850,931 | | | | 144,457,973 | |
Reinvestment of distributions | | | 19,066,017 | | | | 69,783,969 | |
Shares redeemed | | | (110,308,065 | ) | | | (206,070,941 | ) |
Total from Class I Shares | | | (42,391,117 | ) | | | 8,171,001 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 6,201,827 | | | | 7,552,247 | |
Reinvestment of distributions | | | 1,381,238 | | | | 4,175,944 | |
Shares redeemed | | | (4,889,029 | ) | | | (5,400,063 | ) |
Total from Class A Shares | | | 2,694,036 | | | | 6,328,128 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 121,554 | | | | 509,725 | |
Reinvestment of distributions | | | 96,321 | | | | 407,056 | |
Shares redeemed | | | (473,379 | ) | | | (552,201 | ) |
Total from Class C Shares | | | (255,504 | ) | | | 364,580 | |
Net increase/(decrease) in net assets from capital share transactions | | | (39,952,585 | ) | | | 14,863,709 | |
Total increase/(decrease) in net assets | | | (37,447,267 | ) | | | (116,119,324 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 422,379,533 | | | | 538,498,857 | |
End of period | | $ | 384,932,266 | | | $ | 422,379,533 | |
The accompanying notes are an integral part of the financial statements.
68
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 2,762,128 | | | | 7,157,690 | |
Shares reinvested | | | 1,069,285 | | | | 3,438,245 | |
Shares redeemed | | | (6,239,269 | ) | | | (10,476,212 | ) |
Total from Class I Shares | | | (2,407,856 | ) | | | 119,723 | |
Class A Shares | | | | | | | | |
Shares sold | | | 350,650 | | | | 384,694 | |
Shares reinvested | | | 77,361 | | | | 205,477 | |
Shares redeemed | | | (274,723 | ) | | | (273,529 | ) |
Total from Class A Shares | | | 153,288 | | | | 316,642 | |
Class C Shares | | | | | | | | |
Shares sold | | | 7,199 | | | | 27,067 | |
Shares reinvested | | | 5,649 | | | | 20,811 | |
Shares redeemed | | | (28,153 | ) | | | (28,539 | ) |
Total from Class C Shares | | | (15,305 | ) | | | 19,339 | |
Net increase/(decrease) in shares outstanding | | | (2,269,873 | ) | | | 455,704 | |
The accompanying notes are an integral part of the financial statements.
69
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 127,298 | | | $ | (48,407 | ) |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | (880,174 | ) | | | 2,417,101 | |
Affliliated investments (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 1,386,365 | | | | (4,546,103 | ) |
Affliliated investments (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | 633,489 | | | | (2,177,409 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Distributable earnings | | | | | | | | |
Class I Shares | | | (87,609 | ) | | | — | |
Class A Shares | | | (737 | ) | | | — | |
Class C Shares | | | (20,341 | ) | | | — | |
Total distributable earnings | | | (108,687 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (108,687 | ) | | | — | |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 7,680,361 | | | | 12,569,490 | |
Reinvestment of distributions | | | 87,609 | | | | — | |
Shares redeemed | | | (8,357,684 | ) | | | (9,477,086 | ) |
Total from Class I Shares | | | (589,714 | ) | | | 3,092,404 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 2,869,647 | | | | 2,241,080 | |
Reinvestment of distributions | | | 20,340 | | | | — | |
Shares redeemed | | | (987,920 | ) | | | (1,363,685 | ) |
Total from Class A Shares | | | 1,902,067 | | | | 877,395 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 27,959 | | | | 165,617 | |
Reinvestment of distributions | | | 737 | | | | — | |
Shares redeemed | | | (4,967 | ) | | | (33,126 | ) |
Total from Class C Shares | | | 23,729 | | | | 132,491 | |
Net increase/(decrease) in net assets from capital share transactions | | | 1,336,082 | | | | 4,102,290 | |
Total increase/(decrease) in net assets | | | 1,860,884 | | | | 1,924,881 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 35,529,103 | | | | 33,604,222 | |
End of period | | $ | 37,389,987 | | | $ | 35,529,103 | |
The accompanying notes are an integral part of the financial statements.
70
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 672,825 | | | | 1,059,075 | |
Shares reinvested | | | 7,559 | | | | — | |
Shares redeemed | | | (741,052 | ) | | | (815,874 | ) |
Total from Class I Shares | | | (60,668 | ) | | | 243,201 | |
Class A Shares | | | | | | | | |
Shares sold | | | 255,672 | | | | 193,899 | |
Shares reinvested | | | 1,769 | | | | — | |
Shares redeemed | | | (87,630 | ) | | | (118,388 | ) |
Total from Class A Shares | | | 169,811 | | | | 75,511 | |
Class C Shares | | | | | | | | |
Shares sold | | | 2,658 | | | | 14,668 | |
Shares reinvested | | | 67 | | | | — | |
Shares redeemed | | | (476 | ) | | | (2,925 | ) |
Total from Class C Shares | | | 2,249 | | | | 11,743 | |
Net increase/(decrease) in shares outstanding | | | 111,392 | | | | 330,455 | |
The accompanying notes are an integral part of the financial statements.
71
SGI GLOBAL EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 1,780,348 | | | $ | 1,488,039 | |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | (1,631,160 | ) | | | 3,693,438 | |
Affliliated investments (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 8,032,739 | | | | (17,031,168 | ) |
Affliliated investments (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | 8,181,927 | | | | (11,849,691 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (4,229,443 | ) | | | (5,564,301 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (4,229,443 | ) | | | (5,564,301 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 42,896,182 | | | | 44,280,649 | |
Reinvestment of distributions | | | 4,221,767 | | | | 5,546,851 | |
Shares redeemed | | | (19,033,537 | ) | | | (26,188,347 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 28,084,412 | | | | 23,639,153 | |
Total increase/(decrease) in net assets | | | 32,036,896 | | | | 6,225,161 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 118,260,055 | | | | 112,034,894 | |
End of period | | $ | 150,296,951 | | | $ | 118,260,055 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,284,747 | | | | 1,230,209 | |
Shares reinvested | | | 128,236 | | | | 147,482 | |
Shares redeemed | | | (572,849 | ) | | | (734,082 | ) |
Net increase/(decrease) in shares outstanding | | | 840,134 | | | | 643,609 | |
The accompanying notes are an integral part of the financial statements.
72
SGI PRUDENT GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 47,006 | | | $ | 28,331 | |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | (105,023 | ) | | | (361,608 | ) |
Affliliated investments (see Note 7) | | | (193,894 | ) | | | (50,151 | ) |
Distributions from unaffiliated investments | | | — | | | | 408 | |
Distributions from affiliated investments (see Note 7) | | | 182,199 | | | | 586,054 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 176,986 | | | | (551,350 | ) |
Affliliated investments (see Note 7) | | | 809,842 | | | | (1,160,252 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 917,116 | | | | (1,508,568 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (23,212 | ) | | | (711,629 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (23,212 | ) | | | (711,629 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 8,960,109 | | | | 8,772,783 | |
Reinvestment of distributions | | | 23,212 | | | | 711,630 | |
Shares redeemed | | | (4,187,290 | ) | | | (2,544,827 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 4,796,031 | | | | 6,939,586 | |
Total increase/(decrease) in net assets | | | 5,689,935 | | | | 4,719,389 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 15,526,832 | | | | 10,807,443 | |
End of period | | $ | 21,216,767 | | | $ | 15,526,832 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 893,341 | | | | 842,898 | |
Shares reinvested | | | 2,400 | | | | 63,117 | |
Shares redeemed | | | (416,101 | ) | | | (245,918 | ) |
Net increase/(decrease) in shares outstanding | | | 479,640 | | | | 660,097 | |
The accompanying notes are an integral part of the financial statements.
73
SGI PEAK GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (81,588 | ) | | $ | (38,703 | ) |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | 37,722 | | | | (258,784 | ) |
Affliliated investments (see Note 7) | | | (106,896 | ) | | | (568,114 | ) |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | 211,725 | | | | 1,078,082 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 84,217 | | | | (271,683 | ) |
Affliliated investments (see Note 7) | | | 761,919 | | | | (1,508,086 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 907,099 | | | | (1,567,288 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (1,109 | ) | | | (1,403,072 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,109 | ) | | | (1,403,072 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 7,812,686 | | | | 10,556,163 | |
Reinvestment of distributions | | | 1,109 | | | | 1,403,072 | |
Shares redeemed | | | (2,153,372 | ) | | | (6,940,249 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 5,660,423 | | | | 5,018,986 | |
Total increase/(decrease) in net assets | | | 6,566,413 | | | | 2,048,626 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 12,988,238 | | | | 10,939,612 | |
End of period | | $ | 19,554,651 | | | $ | 12,988,238 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 752,103 | | | | 947,764 | |
Shares reinvested | | | 113 | | | | 119,437 | |
Shares redeemed | | | (209,678 | ) | | | (633,856 | ) |
Net increase/(decrease) in shares outstanding | | | 542,538 | | | | 433,345 | |
The accompanying notes are an integral part of the financial statements.
74
SGI SMALL CAP CORE FUND
Statements of Changes in Net Assets
| | FOR THE Year ENDED AUGUST 31, 2023 | | | FOR THE Year ENDED AUGUST 31, 2022 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 226,440 | | | $ | (317,054 | ) |
Net realized gain/(loss) on investments | | | | | | | | |
Unaffiliated investments | | | 3,864,198 | | | | (7,094,288 | ) |
Affliliated investments (see Note 7) | | | — | | | | — | |
Distributions from unaffiliated investments | | | — | | | | — | |
Distributions from affiliated investments (see Note 7) | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 3,754,938 | | | | (2,150,230 | ) |
Affliliated investments (see Note 7) | | | — | | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | 7,845,576 | | | | (9,561,572 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (554,990 | ) | | | (24,978,857 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (554,990 | ) | | | (24,978,857 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 20,090,886 | | | | 27,264,934 | |
Reinvestment of distributions | | | 548,528 | | | | 24,457,949 | |
Shares redeemed | | | (14,264,163 | ) | | | (24,755,295 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 6,375,251 | | | | 26,967,588 | |
Total increase/(decrease) in net assets | | | 13,665,837 | | | | (7,572,841 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 89,835,822 | | | | 97,408,663 | |
End of period | | $ | 103,501,659 | | | $ | 89,835,822 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 767,765 | | | | 990,971 | |
Shares reinvested | | | 21,544 | | | | 884,875 | |
Shares redeemed | | | (545,180 | ) | | | (877,969 | ) |
Net increase/(decrease) in shares outstanding | | | 244,129 | | | | 997,877 | |
The accompanying notes are an integral part of the financial statements.
75
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 17.85 | | | $ | 23.21 | | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | |
Net Investment Income (Loss) (1) | | | 0.18 | | | | 0.17 | | | | 0.03 | | | | 0.14 | | | | 0.18 | |
Net realized and unrealized gain/(loss) on investments (2) | | | 0.88 | | | | (2.27 | ) | | | 3.76 | | | | 1.66 | | | | 0.75 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.06 | | | | (2.10 | ) | | | 3.79 | | | | 1.80 | | | | 0.93 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.20 | ) | | | (0.04 | ) | | | (0.08 | ) | | | (0.18 | ) | | | (0.11 | ) |
Net realized capital gain | | | (0.71 | ) | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) |
Total dividends and distributions to shareholders | | | (0.91 | ) | | | (3.26 | ) | | | (0.13 | ) | | | (0.49 | ) | | | (0.66 | ) |
Net Asset Value, end of period | | $ | 18.00 | | | $ | 17.85 | | | $ | 23.21 | | | $ | 19.55 | | | $ | 18.24 | |
Total investment return/(loss) (3) | | | 6.02 | % | | | (10.71 | )% | | | 19.46 | % | | | 10.10 | % | | | 5.83 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 351,360 | | | $ | 391,548 | | | $ | 506,159 | | | $ | 556,511 | | | $ | 497,097 | |
Ratio of expenses to average net assets with waivers and reimbursements net of amounts recouped | | | 0.98 | % | | | 0.92 | % | | | 0.87 | % | | | 0.85 | % | | | 0.93 | % |
Ratio of expenses to average net assets without waivers and reimbursements net of amounts recouped | | | 0.97 | % | | | 0.96 | % | | | 0.87 | % | | | 0.85 | % | | | 0.86 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.99 | % | | | 0.85 | % | | | 0.15 | % | | | 0.76 | % | | | 1.07 | % |
Portfolio turnover rate (4) | | | 88 | % | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % |
(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.
76
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 17.88 | | | $ | 23.25 | | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | |
Net Investment Income (Loss) (1) | | | 0.13 | | | | 0.12 | | | | (0.02 | ) | | | 0.08 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments (2) | | | 0.87 | | | | (2.27 | ) | | | 3.77 | | | | 1.67 | | | | 0.76 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.00 | | | | (2.15 | ) | | | 3.75 | | | | 1.75 | | | | 0.90 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.15 | ) | | | — | | | | (0.04 | ) | | | (0.14 | ) | | | (0.05 | ) |
Net realized capital gain | | | (0.71 | ) | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) |
Total dividends and distributions to shareholders | | | (0.86 | ) | | | (3.22 | ) | | | (0.09 | ) | | | (0.45 | ) | | | (0.60 | ) |
Net Asset Value, end of period | | $ | 18.02 | | | $ | 17.88 | | | $ | 23.25 | | | $ | 19.59 | | | $ | 18.29 | |
Total investment return/(loss) (3) | | | 5.69 | % | | | (10.89 | )% | | | 19.20 | % | | | 9.78 | % | | | 5.61 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 31,276 | | | $ | 28,285 | | | $ | 29,423 | | | $ | 23,424 | | | $ | 14,751 | |
Ratio of expenses to average net assets with waivers and reimbursements net of amounts recouped | | | 1.23 | % | | | 1.17 | % | | | 1.12 | % | | | 1.10 | % | | | 1.18 | % |
Ratio of expenses to average net assets without waivers and reimbursements net of amounts recouped | | | 1.22 | % | | | 1.21 | % | | | 1.12 | % | | | 1.10 | % | | | 1.11 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.74 | % | | | 0.64 | % | | | (0.09 | )% | | | 0.47 | % | | | 0.84 | % |
Portfolio turnover rate (4) | | | 88 | % | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % |
(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.
77
SGI U.S. LARGE CAP EQUITY FUND
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 financial statements. |
| | Class c Shares | |
| | For the Year Ended August 31, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 17.12 | | | $ | 22.54 | | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | |
Net Investment Income (Loss) (1) | | | — | | | | (0.03 | ) | | | (0.17 | ) | | | (0.05 | ) | | | 0.01 | |
Net realized and unrealized gain/(loss) on investments (2) | | | 0.83 | | | | (2.17 | ) | | | 3.65 | | | | 1.71 | | | | 0.74 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.83 | | | | (2.20 | ) | | | 3.48 | | | | 1.66 | | | | 0.75 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | — | | | | 0.00 | | | | (0.03 | ) | | | — | |
Net realized capital gain | | | (0.71 | ) | | | (3.22 | ) | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) |
Total dividends and distributions to shareholders | | | (0.73 | ) | | | (3.22 | ) | | | (0.05 | ) | | | (0.34 | ) | | | (0.55 | ) |
Net Asset Value, end of period | | $ | 17.22 | | | $ | 17.12 | | | $ | 22.54 | | | $ | 19.11 | | | $ | 17.79 | |
Total investment return/(loss) (3) | | | 4.93 | % | | | (11.54 | )% | | | 18.25 | % | | | 9.47 | % | | | 4.78 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,297 | | | $ | 2,546 | | | $ | 2,917 | | | $ | 2,915 | | | $ | 2,350 | |
Ratio of expenses to average net assets with waivers and reimbursements net of amounts recouped | | | 1.98 | % | | | 1.92 | % | | | 1.87 | % | | | 1.85 | % | | | 1.93 | % |
Ratio of expenses to average net assets without waivers and reimbursements net of amounts recouped | | | 1.97 | % | | | 1.96 | % | | | 1.87 | % | | | 1.85 | % | | | 1.86 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.01 | )% | | | (0.15 | )% | | | (0.84 | )% | | | (0.26 | )% | | | 0.07 | % |
Portfolio turnover rate (4) | | | 88 | % | | | 133 | % | | | 91 | % | | | 129 | % | | | 104 | % |
(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.
78
SGI U.S. SMALL 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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.28 | | | $ | 11.91 | | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | |
Net Investment Income (Loss) (1) | | | 0.05 | | | | (0.01 | ) | | | (0.02 | ) | | | 0.07 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on Investments (2) | | | 0.17 | | | | (0.62 | ) | | | 1.92 | | | | (1.40 | ) | | | (1.89 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.22 | | | | (0.63 | ) | | | 1.90 | | | | (1.33 | ) | | | (1.75 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | (0.02 | ) | | | (0.13 | ) | | | (0.04 | ) |
Net realized capital gain | | | (0.03 | ) | | | — | | | | — | | | | — | | | | (0.54 | ) |
Total dividends and distributions to shareholders | | | (0.03 | ) | | | — | | | | (0.02 | ) | | | (0.13 | ) | | | (0.58 | ) |
Net Asset Value, end of period | | $ | 11.47 | | | $ | 11.28 | | | $ | 11.91 | | | $ | 10.03 | | | $ | 11.49 | |
Total investment return/(loss) (3) | | | 1.98 | % | | | (5.29 | )% | | | 19.02 | % | | | (11.75 | )% | | | (12.43 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 28,995 | | | $ | 29,180 | | | $ | 27,913 | | | $ | 42,830 | | | $ | 33,707 | |
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 | | | 1.50 | % | | | 1.46 | % | | | 1.40 | % | | | 1.36 | % | | | 1.40 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.41 | % | | | (0.09 | )% | | | (0.22 | )% | | | 0.68 | % | | | 1.19 | % |
Portfolio turnover rate (4) | | | 104 | % | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % |
(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.
79
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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.20 | | | $ | 11.85 | | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | |
Net Investment Income (Loss) (1) | | | 0.02 | | | | (0.04 | ) | | | (0.05 | ) | | | 0.03 | | | | 0.11 | |
Net realized and unrealized gain/(loss) on Investments (2) | | | 0.17 | | | | (0.61 | ) | | | 1.92 | | | | (1.38 | ) | | | (1.88 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.19 | | | | (0.65 | ) | | | 1.87 | | | | (1.35 | ) | | | (1.77 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | (0.02 | ) | | | (0.11 | ) | | | (0.03 | ) |
Net realized capital gain | | | (0.03 | ) | | | — | | | | — | | | | — | | | | (0.54 | ) |
Total dividends and distributions to shareholders | | | (0.03 | ) | | | — | | | | (0.02 | ) | | | (0.11 | ) | | | (0.57 | ) |
Net Asset Value, end of period | | $ | 11.36 | | | $ | 11.20 | | | $ | 11.85 | | | $ | 10.00 | | | $ | 11.46 | |
Total investment return/(loss) (3) | | | 1.73 | % | | | (5.49 | )% | | | 18.69 | % | | | (11.95 | )% | | | (12.61 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 8,131 | | | $ | 6,111 | | | $ | 5,573 | | | $ | 6,905 | | | $ | 3,892 | |
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 | | | 1.75 | % | | | 1.71 | % | | | 1.65 | % | | | 1.61 | % | | | 1.65 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.16 | % | | | (0.34 | )% | | | (0.48 | )% | | | 0.32 | % | | | 0.94 | % |
Portfolio turnover rate (4) | | | 104 | % | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % |
(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.
80
SGI U.S. SMALL CAP EQUITY FUND
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 financial statements. |
| | Class C Shares | |
| | For the Year Ended August 31, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.83 | | | $ | 11.48 | | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | |
Net Investment Income (Loss) (1) | | | (0.06 | ) | | | (0.12 | ) | | | (0.14 | ) | | | (0.03 | ) | | | 0.01 | |
Net realized and unrealized gain/(loss) on Investments (2) | | | 0.16 | | | | (0.53 | ) | | | 1.87 | | | | (1.37 | ) | | | (1.84 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.10 | | | | (0.65 | ) | | | 1.73 | | | | (1.40 | ) | | | (1.83 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | | | | | | | | | | | | | | |
Net realized capital gain | | | (0.03 | ) | | | — | | | | — | | | | (0.07 | ) | | | (0.54 | ) |
Total dividends and distributions to shareholders | | | (0.03 | ) | | | — | | | | — | | | | (0.07 | ) | | | (0.54 | ) |
Net Asset Value, end of period | | $ | 10.90 | | | $ | 10.83 | | | $ | 11.48 | | | $ | 9.75 | | | $ | 11.22 | |
Total investment return/(loss) (3) | | | 0.96 | % | | | (5.66 | )% | | | 17.74 | % | | | (12.57 | )% | | | (13.30 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 265 | | | $ | 238 | | | $ | 118 | | | $ | 102 | | | $ | 114 | |
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 | | | 2.50 | % | | | 2.46 | % | | | 2.40 | % | | | 2.36 | % | | | 2.40 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.59 | )% | | | (1.06 | )% | | | (1.26 | )% | | | (0.29 | )% | | | 0.09 | % |
Portfolio turnover rate (4) | | | 104 | % | | | 123 | % | | | 135 | % | | | 151 | % | | | 145 | % |
(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.
81
SGI GLOBAL 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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 33.16 | | | $ | 38.33 | | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | |
Net Investment Income (Loss) (1) | | | 0.45 | | | | 0.45 | | | | 0.38 | | | | 0.41 | | | | 0.53 | |
Net realized and unrealized gain/(loss) on Investments (2) | | | 1.62 | | | | (3.77 | ) | | | 5.24 | | | | 1.06 | | | | 2.20 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.07 | | | | (3.32 | ) | | | 5.62 | | | | 1.47 | | | | 2.73 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.31 | ) | | | (0.58 | ) | | | (0.22 | ) | | | (0.85 | ) | | | (0.41 | ) |
Net realized capital gain | | | (0.81 | ) | | | (1.27 | ) | | | — | | | | (0.31 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.12 | ) | | | (1.85 | ) | | | (0.22 | ) | | | (1.16 | ) | | | (0.41 | ) |
Redemption fees added to paid-in capital | | | — | | | | — | | | | — | | | | — | | | | — | (3) |
Net Asset Value, end of period | | $ | 34.11 | | | $ | 33.16 | | | $ | 38.33 | | | $ | 32.93 | | | $ | 32.62 | |
Total investment return/(loss) (4) | | | 6.39 | % | | | (9.20 | )% | | | 17.15 | % | | | 4.53 | % | | | 9.18 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 150,297 | | | $ | 118,260 | | | $ | 112,035 | | | $ | 58,262 | | | $ | 21,520 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 0.84 | % | | | 0.84 | % | | | 0.97 | % | | | 0.84 | % | | | 0.84 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.00 | % | | | 1.01 | % | | | 1.10 | % | | | 0.98 | % | | | 1.11 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.37 | % | | | 1.24 | % | | | 1.26 | % | | | 1.32 | % | | | 1.75 | % |
Portfolio turnover rate (5) | | | 96 | % | | | 87 | % | | | 88 | % | | | 122 | % | | | 74 | % |
(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.
82
SGI PRUDENT GROWTH 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, 2023 | | | 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 | | $ | 9.80 | | | $ | 11.69 | | | $ | 10.60 | | | $ | 10.00 | |
Net Investment Income (Loss) (2) | | | 0.03 | | | | 0.02 | | | | (0.07 | ) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on Investments (3) | | | 0.46 | | | | (1.26 | ) | | | 1.16 | | | | 0.63 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.49 | | | | (1.24 | ) | | | 1.09 | | | | 0.60 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.01 | ) | | | (0.40 | ) | | | — | (4) | | | — | |
Net realized capital gain | | | — | | | | (0.25 | ) | | | — | (4) | | | — | |
Total dividends and distributions to shareholders | | | (0.01 | ) | | | (0.65 | ) | | | — | | | | — | |
Net Asset Value, end of period | | $ | 10.28 | | | $ | 9.80 | | | $ | 11.69 | | | $ | 10.60 | |
Total investment return/(loss) (5) | | | 5.04 | % | | | (11.26 | )% | | | 10.34 | % | | | 6.00 | %(7) |
| | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 21,217 | | | $ | 15,527 | | | $ | 10,807 | | | $ | 6,408 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.47 | % | | | 1.70 | % | | | 1.70 | % | | | 1.70 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.37 | % | | | 1.61 | % | | | 1.75 | % | | | 3.97 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.26 | % | | | 0.23 | % | | | (0.67 | )% | | | (1.08 | )%(6) |
Portfolio turnover rate (8) | | | 61 | % | | | 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.
83
SGI PEAK GROWTH 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, 2023 | | | 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 | | $ | 9.99 | | | $ | 12.63 | | | $ | 10.94 | | | $ | 10.00 | |
Net Investment Income (Loss) (2) | | | (0.06 | ) | | | (0.03 | ) | | | (0.14 | ) | | | (0.04 | ) |
Net realized and unrealized gain/(loss) on Investments (3) | | | 0.68 | | | | (1.27 | ) | | | 1.83 | | | | 0.98 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.62 | | | | (1.30 | ) | | | 1.69 | | | | 0.94 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | — | (4) | | | (0.75 | ) | | | — | | | | — | |
Net realized capital gain | | | — | | | | (0.59 | ) | | | — | | | �� | — | |
Total dividends and distributions to shareholders | | | — | | | | (1.34 | ) | | | — | | | | — | |
Net Asset Value, end of period | | $ | 10.61 | | | $ | 9.99 | | | $ | 12.63 | | | $ | 10.94 | |
Total investment return/(loss) (5) | | | 6.22 | % | | | (11.64 | )% | | | 15.45 | % | | | 9.40 | %(6) |
| | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 19,555 | | | $ | 12,988 | | | $ | 10,940 | | | $ | 7,327 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.53 | % | | | 1.70 | % | | | 1.70 | % | | | 1.70 | %(7) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.48 | % | | | 1.58 | % | | | 1.74 | % | | | 3.52 | %(7) |
Ratio of net investment income/(loss) to average net assets | | | (0.55 | )% | | | (0.29 | )% | | | (1.17 | )% | | | (1.58 | )%(7) |
Portfolio turnover rate (8) | | | 26 | % | | | 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) | 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.
84
SGI SMALL CAP CORE 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, 2023 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.53 | | | $ | 38.64 | | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | |
Net Investment Income (Loss) (2) | | | 0.06 | | | | (0.10 | ) | | | (0.15 | ) | | | (0.10 | ) | | | (0.15 | ) |
Net realized and unrealized gain/(loss) on Investments (3) | | | 2.06 | | | | (2.97 | ) | | | 12.33 | | | | 2.68 | | | | (5.55 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.12 | | | | (3.07 | ) | | | 12.18 | | | | 2.58 | | | | (5.70 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | (0.07 | ) | | | — | | | | — | |
Net realized capital gain | | | (0.15 | ) | | | (10.04 | ) | | | (1.63 | ) | | | (0.09 | ) | | | (3.77 | ) |
Total dividends and distributions to shareholders | | | (0.15 | ) | | | (10.04 | ) | | | (1.70 | ) | | | (0.09 | ) | | | (3.77 | ) |
Net Asset Value, end of period | | $ | 27.50 | | | $ | 25.53 | | | $ | 38.64 | | | $ | 28.16 | | | $ | 25.67 | |
Total investment return/(loss) (4) | | | 8.37 | % | | | (9.93 | )% | | | 44.61 | % | | | 10.04 | % | | | (16.02 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 103,502 | | | $ | 89,836 | | | $ | 97,409 | | | $ | 57,109 | | | $ | 69,302 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.23 | % | | | 1.23 | % | | | 1.07 | % | | | 1.25 | % | | | 1.25 | % |
Ratio of expenses to average net assets without waivers and reimbursements (5) | | | 1.25 | % | | | 1.33 | % | | | 1.12 | % | | | 1.38 | % | | | 1.37 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.24 | % | | | (0.34 | )% | | | (0.37 | )% | | | (0.38 | )% | | | (0.53 | )% |
Portfolio turnover rate (6) | | | 197 | % | | | 270 | % | | | 314 | % | | | 302 | % | | | 344 | % |
(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.
85
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements
AUGUST 31, 2023
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 complex 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 fifty-three 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 (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 Global Investments, LLC (“Summit” or the “Adviser”) 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 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.
The investment objective of the SGI U.S. Large Cap Equity Fund is to outperform the S&P 500® Low Volatility 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 S&P SmallCap® Low Volatility 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 and the SGI Small Cap Core Fund is to seek long-term capital appreciation. The investment objective of the SGI Peak Growth Fund is to seek 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (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 by the Valuation Designee (as defined
86
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
below) 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.
The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Summit as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 current fiscal period, in valuing each Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI U.S. Large Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 379,495,246 | | | $ | 379,495,246 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 5,558,821 | | | | 5,558,821 | | | | — | | | | — | |
Total Investments* | | $ | 385,054,067 | | | $ | 385,054,067 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI U.S. Small Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 35,916,832 | | | $ | 35,916,832 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 1,137,640 | | | | 1,137,640 | | | | — | | | | — | |
Short-Term Investments | | | 354,235 | | | | 354,235 | | | | — | | | | — | |
Total Investments* | | $ | 37,408,707 | | | $ | 37,408,707 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 147,137,727 | | | $ | 147,137,727 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 2,245,383 | | | | 2,245,383 | | | | — | | | | — | |
Total Investments* | | $ | 149,383,110 | | | $ | 149,383,110 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI PRUDENT GROWTH Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 10,089,074 | | | $ | 10,089,074 | | | $ | — | | | $ | — | |
Mutual Funds | | | 10,093,918 | | | | 10,093,918 | | | | — | | | | — | |
Short-Term Investments | | | 1,069,102 | | | | 1,069,102 | | | | — | | | | — | |
Total Investments* | | $ | 21,252,094 | | | $ | 21,252,094 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
87
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI PEAK GROWTH FUND | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 4,579,680 | | | $ | 4,579,680 | | | $ | — | | | $ | — | |
Mutual Funds | | | 14,481,780 | | | | 14,481,780 | | | | — | | | | — | |
Short-Term Investments | | | 393,615 | | | | 393,615 | | | | — | | | | — | |
Total Investments* | | $ | 19,455,075 | | | $ | 19,455,075 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI SMALL CAP core Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 101,966,542 | | | $ | 101,966,542 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 1,684,071 | | | | 1,684,071 | | | | — | | | | — | |
Total Investments* | | $ | 103,650,613 | | | $ | 103,650,613 | | | $ | — | | | $ | — | |
* | 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 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 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 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 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 (the “Trust”), a series trust of affiliated funds. Expenses
88
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. tax status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
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 serves as the investment adviser to each Fund. Each Fund compensates the Adviser for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Caps as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until December 31, 2023 for each Fund and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after a Fund’s respective contractual limitation expiration date.
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 | | | | — | | | | — | |
89
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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’s 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 | | $ | 2,821,020 | | | $ | (87,307 | ) | | $ | 130,211 | | | $ | 2,863,924 | |
SGI U.S. Small Cap Equity Fund | | | 344,825 | | | | (96,478 | ) | | | — | | | | 248,347 | |
SGI Global Equity Fund | | | 912,478 | | | | (210,693 | ) | | | — | | | | 701,785 | |
SGI Prudent Growth Fund | | | 136,764 | | | | — | | | | 17,720 | | | | 154,484 | |
SGI Peak Growth Fund | | | 110,775 | | | | — | | | | 7,714 | | | | 118,489 | |
SGI Small Cap Core Fund | | | 886,074 | | | | (21,348 | ) | | | 1,954 | | | | 866,680 | |
As of the end of the reporting period, the Funds had amounts available for recoupment by the Adviser as follows:
| | EXPIRATION | |
FUND | | August 31, 2024 | | | August 31, 2025 | | | August 31, 2026 | |
SGI U.S. Large Cap Equity Fund | | $ | — | | | $ | 67,871 | | | $ | 87,307 | |
SGI U.S. Small Cap Equity Fund | | | 75,377 | | | | 81,169 | | | | 96,478 | |
SGI Global Equity Fund | | | 97,962 | | | | 209,841 | | | | 210,693 | |
SGI Prudent Growth Fund | | | — | | | | — | | | | — | |
SGI Peak Growth Fund | | | — | | | | — | | | | — | |
SGI Small Cap Core Fund | | | 38,737 | | | | 88,935 | | | | 21,348 | |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“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
90
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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. 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) of the Funds were as follows:
FUND | | Purchases | | | Sales | |
SGI U.S. Large Cap Equity Fund | | $ | 351,679,749 | | | $ | 411,408,695 | |
SGI U.S. Small Cap Equity Fund | | | 38,358,943 | | | | 37,240,651 | |
SGI Global Equity Fund | | | 146,527,356 | | | | 122,801,011 | |
SGI Prudent Growth Fund | | | 16,585,468 | | | | 10,210,543 | |
SGI Peak Growth Fund | | | 9,675,369 | | | | 3,838,185 | |
SGI Small Cap Core Fund | | | 188,761,319 | | | | 182,344,929 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. Federal Income Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2023
As of August 31, 2023, 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 | | $ | 340,644,664 | | | $ | 52,927,000 | | | $ | (8,517,597 | ) | | $ | 44,409,403 | |
SGI U.S. Small Cap Equity Fund | | | 35,293,291 | | | | 4,300,872 | | | | (2,185,456 | ) | | | 2,115,416 | |
SGI Global Equity Fund | | | 142,346,797 | | | | 12,149,418 | | | | (5,113,105 | ) | | | 7,036,313 | |
SGI Prudent Growth Fund | | | 21,163,275 | | | | 713,443 | | | | (624,624 | ) | | | 88,819 | |
SGI Peak Growth Fund | | | 19,522,487 | | | | 848,137 | | | | (915,549 | ) | | | (67,412 | ) |
SGI Small Cap Core Fund | | | 101,856,766 | | | | 7,519,025 | | | | (5,725,178 | ) | | | 1,793,847 | |
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.
Permanent differences as of August 31, 2023, 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. Large Cap Equity Fund | | $ | (1,807,871 | ) | | $ | 1,807,871 | |
SGI Global Equity Fund | | | 151 | | | | (151 | ) |
SGI Prudent Growth Fund | | | 46 | | | | (46 | ) |
SGI Peak Growth Fund | | | 70,378 | | | | (70,378 | ) |
SGI Small Cap Core Fund | | | 77,034 | | | | (77,034 | ) |
As of August 31, 2023, 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 | | $ | 1,932,135 | | | $ | 12,258,937 | | | $ | — | | | $ | — | | | $ | — | | | $ | 44,409,403 | |
SGI U.S. Small Cap Equity Fund | | | 80,453 | | | | — | | | | (1,066,098 | ) | | | — | | | | — | | | | 2,115,416 | |
SGI Global Equity Fund | | | 1,169,463 | | | | — | | | | — | | | | (1,707,840 | ) | | | — | | | | 7,036,313 | |
SGI Prudent Growth Fund | | | — | | | | — | | | | (180,815 | ) | | | (29,431 | ) | | | (9,866 | ) | | | 88,819 | |
SGI Peak Growth Fund | | | — | | | | 116,992 | | | | — | | | | (115,523 | ) | | | (12,267 | ) | | | (67,412 | ) |
SGI Small Cap Core Fund | | | — | | | | — | | | | (5,926,295 | ) | | | — | | | | — | | | | 1,793,847 | |
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2023
The differences between the book and tax basis components of distributable earnings relate primarily to wash sales and investments in passive foreign investment companies.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2023 was as follows:
| | | | | | 2023 | | | | | |
FUND | | Ordinary Income | | | Long-Term Gains | | | TOTAL | |
SGI U.S. Large Cap Equity Fund | | $ | 4,425,439 | | | $ | 16,298,811 | | | $ | 20,724,250 | |
SGI U.S. Small Cap Equity Fund | | | 1 | | | | 108,686 | | | | 108,687 | |
SGI Global Equity Fund | | | 1,176,535 | | | | 3,052,908 | | | | 4,229,443 | |
SGI Prudent Growth Fund | | | 23,212 | | | | — | | | | 23,212 | |
SGI Peak Growth Fund | | | — | | | | 1,109 | | | | 1,109 | |
SGI Small Cap Core Fund | | | — | | | | 554,990 | | | | 554,990 | |
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2022 was as follows:
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 | |
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, 2023, the SGI U.S. Small Cap Equity Fund had $1,066,098 of short-term loss carryovers, and the SGI Prudent Growth Fund had $39,299 of short-term loss carryovers, as well as $141,516 of long-term loss carryovers, and the SGI Small Cap Core Fund had $5,926,295 of short-term loss carryovers. During the fiscal year, the SGI Peak Growth Fund utilized $114,721 of carry forward capital losses.
93
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2023
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023.
| | Late-year ordinary loss deferral | | | post-october capital loss deferral | |
SGI U.S. Large Cap Equity Fund | | $ | — | | | $ | — | |
SGI U.S. Small Cap Equity Fund | | | — | | | | — | |
SGI Global Equity Fund | | | — | | | | 1,707,840 | |
SGI Prudent Growth Fund | | | 29,431 | | | | — | |
SGI Peak Growth Fund | | | 115,523 | | | | — | |
SGI Small Cap Core Fund | | | — | | | | — | |
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
94
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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, 2022 | | | Additions | | | Reductions | |
Issuer Name | | Share Balance | | | Cost | | | Share Balance | | | Cost | | | Share Balance | | | Cost | |
SGI Prudent Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Dynamic Tactical ETF | | | — | | | $ | — | | | | 157,260 | | | $ | 4,004,961 | | | | (8,370 | ) | | $ | (212,682 | ) |
SGI Global Equity Fund | | | 102,939 | | | | 3,418,545 | | | | 51,320 | | | | 1,701,918 | | | | (12,980 | ) | | | (482,051 | ) |
SGI Small Cap Core Fund | | | 54,297 | | | | 1,768,193 | | | | 25,588 | | | | 651,303 | | | | (10,045 | ) | | | (398,091 | ) |
SGI U.S. Large Cap Core ETF | | | — | | | | — | | | | 80,180 | | | | 2,062,221 | | | | (7,290 | ) | | | (186,187 | ) |
SGI U.S. Large Cap Equity Fund | | | 101,135 | | | | 1,861,794 | | | | 52,523 | | | | 924,947 | | | | (13,238 | ) | | | (275,907 | ) |
SGI U.S. Small Cap Equity Fund | | | 53,102 | | | | 529,357 | | | | 25,274 | | | | 285,158 | | | | (6,299 | ) | | | (75,922 | ) |
| | | 311,473 | | | $ | 7,577,889 | | | | 392,145 | | | $ | 9,630,508 | | | | (58,222 | ) | | $ | (1,630,840 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
SGI Peak Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Dynamic Tactical ETF | | | — | | | $ | — | | | | 75,030 | | | | 1,904,297 | | | | — | | | $ | — | |
SGI Global Equity Fund | | | 117,522 | | | | 3,791,859 | | | | 54,290 | | | | 1,827,568 | | | | (2,753 | ) | | | (101,335 | ) |
SGI Small Cap Core Fund | | | 105,973 | | | | 3,222,151 | | | | 51,511 | | | | 1,338,933 | | | | (8,470 | ) | | | (331,845 | ) |
SGI U.S. Large Cap Core ETF | | | — | | | | — | | | | 55,530 | | | | 1,425,836 | | | | — | | | | — | |
SGI U.S. Large Cap Equity Fund | | | 131,386 | | | | 2,378,896 | | | | 63,386 | | | | 1,128,638 | | | | (2,288 | ) | | | (46,362 | ) |
SGI U.S. Small Cap Equity Fund | | | 68,964 | | | | 660,669 | | | | 31,522 | | | | 357,834 | | | | — | | | | — | |
| | | 423,845 | | | $ | 10,053,575 | | | | 331,269 | | | $ | 7,983,106 | | | | (13,511 | ) | | $ | (479,542 | ) |
95
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (CONCLUDED)
AUGUST 31, 2023
| | August 31, 2023 | |
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 Dynamic Tactical ETF | | $ | — | | | $ | — | | | $ | 86,305 | | | $ | 4,518 | | | | 148,890 | | | $ | 3,878,584 | | | $ | 3,792,279 | |
SGI Global Equity Fund | | | 35,666 | | | | 92,597 | | | | 185,712 | | | | (38,507 | ) | | | 141,279 | | | | 4,819,043 | | | | 4,638,412 | |
SGI Small Cap Core Fund | | | — | | | | 9,198 | | | | 281,182 | | | | (128,680 | ) | | | 69,840 | | | | 1,920,592 | | | | 2,021,405 | |
SGI U.S. Large Cap Core ETF | | | — | | | | — | | | | 221,426 | | | | 12,465 | | | | 72,890 | | | | 2,040,920 | | | | 1,876,034 | |
SGI U.S. Large Cap Equity Fund | | | 22,397 | | | | 78,451 | | | | 16,723 | | | | (39,635 | ) | | | 140,420 | | | | 2,527,557 | | | | 2,510,834 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | 1,953 | | | | 18,495 | | | | (4,055 | ) | | | 72,077 | | | | 826,726 | | | | 738,593 | |
| | $ | 58,063 | | | $ | 182,199 | | | $ | 809,842 | | | $ | (193,894 | ) | | | 645,396 | | | $ | 16,013,422 | | | $ | 15,577,557 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Peak Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI Dynamic Tactical ETF | | $ | — | | | $ | — | | | $ | 50,234 | | | $ | — | | | | 75,030 | | | $ | 1,954,531 | | | $ | 1,904,297 | |
SGI Global Equity Fund | | | 37,773 | | | | 98,067 | | | | 143,336 | | | | (8,609 | ) | | | 169,059 | | | | 5,766,597 | | | | 5,518,092 | |
SGI Small Cap Core Fund | | | — | | | | 16,773 | | | | 385,318 | | | | (92,406 | ) | | | 149,014 | | | | 4,097,897 | | | | 4,229,239 | |
SGI U.S. Large Cap Core ETF | | | — | | | | — | | | | 129,004 | | | | — | | | | 55,530 | | | | 1,554,840 | | | | 1,425,836 | |
SGI U.S. Large Cap Equity Fund | | | 29,986 | | | | 94,526 | | | | 37,193 | | | | (5,881 | ) | | | 192,484 | | | | 3,464,707 | | | | 3,461,172 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | 2,359 | | | | 16,834 | | | | — | | | | 100,486 | | | | 1,152,579 | | | | 1,018,503 | |
| | $ | 67,759 | | | $ | 211,725 | | | $ | 761,919 | | | $ | (106,896 | ) | | | 741,603 | | | $ | 17,991,151 | | | $ | 17,557,139 | |
8. SUBSEQUENT EVENTS
The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
96
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, 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, 2023, 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, 2023, 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, 2023 | For each of the two years in the period ended August 31, 2023 | For each of the five years in the period ended August 31, 2023 |
SGI Prudent Growth Fund SGI Peak Growth Fund | For the year ended August 31, 2023 | For each of the two years in the period ended August 31, 2023 | For each of the three years in the period ended August 31, 2023 and the period June 8, 2020 (commencement of operations) through August 31, 2020 |
SGI Small Cap Core Fund | For the year ended August 31, 2023 | For each of the two years in the period ended August 31, 2023 | For each of the three years in the period ended August 31, 2023 |
The financial highlights of SGI Small Cap Core 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.
97
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, 2023, by correspondence with the custodian, brokers, and others; 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 30, 2023
98
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the tax character of distributions paid by the Funds were as follows:
| | | | | | Ordinary Income Dividend | | | Long-Term Capital Gains Dividends | |
SGI U.S. Large Cap Equity Fund | | | 2023 | | | $ | 4,425,439 | | | $ | 16,298,811 | |
SGI U.S. Small Cap Equity Fund | | | 2023 | | | | 1 | | | | 108,686 | |
SGI Global Equity Fund | | | 2023 | | | | 1,176,535 | | | | 3,052,908 | |
SGI Prudent Growth Fund | | | 2023 | | | | 23,212 | | | | — | |
SGI Peak Growth Fund | | | 2023 | | | | — | | | | 1,109 | |
SGI Small Cap Core Fund | | | 2023 | | | | — | | | | 554,990 | |
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, 2023 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 | | | 100.00 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 100.00 | % |
SGI Prudent Growth Fund | | | 100.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Core Fund | | | 0.00 | % |
The percentage of total ordinary income dividends paid qualifying for corporate dividends received deduction for each Fund is as follows:
SGI U.S. Large Cap Equity Fund | | | 100.00 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 69.59 | % |
SGI Prudent Growth Fund | | | 69.59 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Core Fund | | | 0.00 | % |
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is as follows:
SGI U.S. Large Cap Equity Fund | | | 0.00 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Growth Fund | | | 0.00 | % |
99
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 | | | 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 Core 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 2024.
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.
100
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 filings are 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 agreements between Summit and the Company (the “Investment Advisory Agreements”) 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, at a meeting of the Board held on May 16-17, 2023 (for this section only, 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 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. The Directors reviewed these materials with management of Summit, and discussed the Investment Advisory Agreements with counsel in executive sessions, at which no representatives of Summit were present. 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 FUSE Research Network, LLC comparing each Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to the Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Fund to the performance of its Peer 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. Information on the Funds’ investment performance was provided for the one-month, three-month, one-year, three-year, five-year, ten-year, and since inception periods ended March 31, 2023, as applicable. The Directors considered the Funds’ investment performance in light of their respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Peer Groups was acceptable.
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SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Continued)
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-month, period ended March 31, 2023 and underperformed its benchmark for the one-month, one-year, three-year, five-year, ten-year, and since inception periods ended March 31, 2023. The Directors also noted that the SGI U.S. Large Cap Equity Fund outperformed the median of its Peer Group for the three-month, one-year, and five-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-year, ten-year, and since-inception periods ended December 31, 2022.
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 one-month, three-month, and one-year periods ended March 31, 2023, and underperformed its benchmark for the three-year, five-year and since inception periods ended March 31, 2023. The Directors also noted that the SGI U.S. Small Cap Equity Fund outperformed the median of its Peer Group for the one-year period ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, three-year, five-year, and since-inception periods ended December 31, 2022.
The Directors noted that the SGI Global Equity Fund’s investment performance outperformed its benchmark, the MSCI ACWI Minimum Volatility (USD) Index, for the three-month, three-year, five-year, ten-year, and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-month and one-year periods ended March 31, 2023. The Directors also noted that the SGI Global Equity Fund outperformed the median of its Peer Group for the five-year, ten-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month, one-year, and three-year periods ended December 31, 2022.
The Directors noted that the SGI Small Cap Core Fund’s investment performance outperformed its benchmark, the Russell 2000® Index, for the three-month, one-year, three-year, five-year, ten-year and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-month period ended March 31, 2023. The Directors also noted that the SGI Small Cap Core Fund outperformed the median of its Peer Group for the one-year, three-year, five-year, ten-year, and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month period ended December 31, 2022.
Next, the Directors noted that the SGI Peak Growth Fund’s investment performance outperformed its benchmark, the S&P 500 Index, for the one-year period ended March 31, 2023, and underperformed its benchmark for the three-month period ended March 31, 2023. The Directors also noted that the SGI Peak Growth Fund outperformed the median of its Peer Group for the one-year period ended December 31, 2022, equaled the performance of the median of its Peer Group for the three-month period ended December 31, 2022, and underperformed the median of its Peer Group for the since-inception period ended December 31, 2022.
Finally, the Directors noted that the SGI Prudent Growth Fund’s investment performance outperformed its benchmark, the S&P 500 Index, for the one-year period ended March 31, 2023, and underperformed its benchmark for the three-month, period ended March 31, 2023. The Directors also noted that the SGI Prudent Growth Fund outperformed the median of its Peer Group for the three-month and one-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the since-inception periods ended December 31, 2022.
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 Summit had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2023 for the Funds to limit total annual operating expenses to agreed upon levels for each Fund.
The Directors noted that the SGI U.S. Large Cap Equity Fund’s net advisory fee was above the median of its Peer Group and ranked in the 5th quintile of its Peer Group, and its total net expenses was above the median of its Peer Group and ranked in the 4th quintile of its Peer Group.
The Directors noted that the SGI U.S. Small Cap Equity Fund’s net advisory fee equaled the median of its Peer Group and ranked in the 3rd quintile of its Peer Group, and its total net expenses was above the median of its Peer Group and ranked in the 5th quintile of its Peer Group.
102
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Concluded)
The Directors noted that the SGI Global Equity Fund’s net advisory fee equaled the median of its Peer Group and ranked in the 3rd quintile of its Peer Group, and its total net expenses was above the median of its Peer Group and ranked in the 3rd quintile of its Peer Group.
The Directors noted that the SGI Small Cap Core Fund’s net advisory fee and total net expenses were each above the median of its Peer Group and each ranked in the 5th quintile of its Peer Group.
The Directors noted that the net advisory fee of the SGI Peak Growth Fund ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses (including acquired fund fees and expenses) were above the median and in the 5th quintile of its Peer Group.
The Directors noted that the net advisory fee of the SGI Prudent Growth Fund ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses (including acquired fund fees and expenses) were above the median and in the 5th quintile of its Peer Group.
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, 2024.
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 January 1, 2022 to December 31, 2022 (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 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.
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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 During Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age:75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
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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 During Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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 |
105
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 During Past 5 Years |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 63
| 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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. |
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SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (Concluded)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his 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, banking, and investment services industry, including service on the boards of public companies, 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.
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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 |
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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, SGI Small Cap Core Fund, SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF. |
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, SGI Small Cap Core Fund, SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF 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, SGI Small Cap Core Fund, SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF 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. |
109
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-AR23
SGI U.S. LARGE CAP CORE ETF
SGI DYNAMIC TACTICAL ETF
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2023
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, 2023 (UNAUDITED)
SGI U.S. Large Cap Core ETF (SGLC)
These ETFs are different from traditional ETFs.
Traditional ETFs tell the public what assets they hold each day. These ETFs will not. This may create additional risks for your investment. For example:
| ● | You may have to pay more money to trade an ETF’s shares. These ETFs will provide less information to traders, who tend to charge more for trades when they have less information. |
| ● | The price you pay to buy ETF shares on an exchange may not match the value of the ETF’s portfolio. The same is true when you sell shares. These price differences may be greater for these ETFs compared to other ETFs because these ETFs provides less information to traders. |
| ● | These additional risks may be even greater in bad or uncertain market conditions. |
| ● | The SGI U.S. Large Cap Core ETF will publish on its website each day a “Proxy Portfolio” designed to help trading in shares of the ETF. While the Proxy Portfolio includes some of the ETF’s holdings, it is not the ETF’s actual portfolio. |
The differences between these ETFs and other ETFs may also have advantages. By keeping certain information about an ETF portfolio secret, these ETFs may face less risk that other traders can predict or copy its investment strategy. This may improve the ETFs’ performance. If other traders are able to copy or predict an ETF’s investment strategy, however, this may hurt the ETF’s performance.
For additional information regarding the unique attributes and risks of these ETFs, see the prospectus.
1
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
SGI U.S. Large Cap Core ETF (SGLC)
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. It is with great pleasure that I write to you today to discuss the revolutionary and exciting journey we are embarking on as we manage the SGI U.S. Large Cap Core ETF (“SGLC”) within the innovative framework of a semi-transparent wrapper.
Before delving into the specifics of why this approach is groundbreaking, let me first express my sincere gratitude for your continued trust and investment in SGLC. We recognize that you have many options when it comes to your investments, and we are honored that you have chosen to join us on this unique and transformative path.
SGLC, the Large Cap Core Transparent ETF, represents a new era in the world of exchange-traded funds (“ETFs”). This ETF leverages a wrapper, an ingenious structure that allows us to manage assets in a way that is both revolutionary and exciting for both of us as managers and for you as shareholders.
Here’s why we believe the semi-transparent ETF and wrapper is truly a game-changer:
| ● | Active Management within an ETF: Traditionally, ETFs have been associated with passive investing, but with the wrapper, we can actively manage SGLC. This means that we have the flexibility to make timely investment decisions, adapt to market conditions, and seek out opportunities to possibly enhance returns. |
| ● | Non-Transparent Active Strategy: a wrapper allows us to implement a non-transparent active strategy. This means we can protect our proprietary investment ideas and trading strategies, preventing front-running and ensuring that our insights remain our competitive advantage. |
| ● | Enhanced Investor Privacy: Your privacy is of utmost importance to us. With a semi-transparent ETF, we can keep the holdings of SGLC confidential, shielding your investment choices from public scrutiny. |
| ● | Tailored Risk Management: We can dynamically adjust our portfolio’s risk exposure in response to changing market conditions. This flexibility allows us to better manage risk and seize possible opportunities, aiming for long-term growth and stability. |
| ● | Lower Costs: By reducing the need for daily portfolio disclosure, we can potentially lower trading costs and minimize the impact of market movements, ultimately benefiting our shareholders. |
The combination of active management, enhanced privacy, and lower costs makes SGLC a distinct and exciting investment opportunity. We believe this approach aligns perfectly with the evolving needs of investors in today’s dynamic market environment.
As we navigate this revolutionary journey together, please know that our commitment to transparency, accountability, and performance remains unwavering. We are excited to have you as partners on this innovative path, and we are dedicated to delivering strong results and long-term value for your investments.
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
Thank you once again for your trust and confidence in SGI. If you have any questions or would like to learn more about our investment strategy, please do not hesitate to reach out to me directly or to the team collectively. Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed.
Sincerely,
David Harden
Highlights
| ● | SGLC returned 12.03% on a net basis1 and 12.00% on a market price basis from inception, March 31, 20232, to August 31, 2023. The fund’s return was in-line with its benchmark, the S&P 500 Index, which returned 12.05% during the same period. |
| ● | Strong stock selection in the Industrials sector contributed the most to relative returns. |
| ● | Overweight exposures to the earnings variability and valuation accounted for the fund’s relative outperformance. |
INVESTMENT OBJECTIVE
SGLC seeks to provide long-term capital appreciation. There can be no guarantee that the fund will achieve its investment objective.
FUND COMMENTARY
How did the fund perform in the past twelve months?
SGLC returned 12.03% on a net basis1 and 12.00% on a market price basis from inception, March 31, 20232, to August 31, 2023. The fund’s return was in-line with its benchmark, the S&P 500 Index, which returned 12.05% during the same period.
What factors influenced the fund’s performance?
The Energy sector was the largest contributing sector with a 17% return. Within this sector, 75% of the outperformance was due to the overweight position of the sector versus the benchmark with the remaining 25% of relative outperformance due to strong stock selection. The three most contributing companies in the Energy sector were: ConocoPhillips +25.79%, APA Corp. +31.14%, and Marathon Petroleum Corp. +26.63%. The three worst contributing companies were Exxon Mobil Corp. -1.42%, Valero Energy Corp. +2.84%, and Chevron Corp. +1.13%.
The Industrials sector was the next largest contributing sector with a 12% return. Within this sector, 62% of the outperformance was due to strong stock selection with the remaining outperformance due to the overweight position of the sector versus the benchmark. The three most contributing companies in the Industrials sector were: Oshkosh Corp. +34.12%, Paycom Software Inc. -0.98%, and Caterpillar Inc. +28.04%. The three worst contributing companies were United Parcel Service Inc. 0.48%, Air Lease Corp. -1.71%, and General Dynamics Corp. -4.26%.
1 | Net return is the return after all fees and expenses. |
2 | While the Fund commenced operations on March 30, 2023, the Fund began investing consistent with its investment objective on March 31, 2023. |
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Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
The Utilities sector was the third largest contributing sector. Within this sector, 100% of the outperformance was from the overweight position of the sector versus the benchmark, which helped to offset the weak performance due to stock selection. The three worst contributing companies were American Electric Power Co Inc. -11.61%, Eversource Energy -17.55%, and Xcel Energy Inc. -10.40%.
The Real Estate sector was the largest detracting sector with a -6% return. Within this sector, 53% of the relative performance was from stock selection and the remainder was from a slight underweight relative to the benchmark. The three worst contributing companies in the Real Estate sector were: Host Hotels & Resorts Inc. -4.89%, Crown Castle Inc. -23.40%, and SBA Communications Corp. -12.03%.
The Consumer Discretionary sector was the second largest detracting sector. The three worst contributing companies in the Consumer Discretionary sector were: NIKE Inc. -0.16%, Planet Fitness Inc. -13.88%, and Starbucks Corp. -5.31 %.
The overweight in the Communication Services sector contributed to relative outperformance while the underweight in the Energy sector hurt relative performance.
Overweight exposures to the earnings variability and valuation accounted for DYTA’s relative outperformance. Detracting from DYTA’s relative performance were slight overweight exposures to liquidity, size, and long-term reversal factors.
How is the fund positioned?
The Financials sector is 5% weighted greater than the benchmark making it the largest overweight. The Real Estate and Consumer Discretionary sectors are both 3% overweight the benchmark. The Information Technology sector was the biggest underweight sector with a 6% underweight relative to the benchmark. Utilities and Health Care sectors are each positioned approximately 2% underweight the benchmark.
Fund positioning from a factor standpoint shows the largest underweight exposure to size and long-term reversal factors and overweighted exposure to valuation, earnings yield, and profit factors relative to the benchmark.
What is portfolio management’s outlook?
The aggressive Federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
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
Investing involves risk, including possible loss of principal. The Fund is a newly organized, diversified management investment company with no operating history. The goal of the Proxy Portfolio is, during all market conditions, to track closely the daily performance of the Actual Portfolio and minimize intra-day misalignment between the performance of the Proxy Portfolio and the performance of the Actual Portfolio. The Proxy Portfolio is designed to reflect the economic exposures and the risk characteristics of the Actual Portfolio on any given trading day. Securities traded on over-the-counter (“OTC”) markets are not listed and traded on an organized exchange such as the New York Stock Exchange (“NYSE”). Generally, the volume of trading in an unlisted or OTC common stock is less than the volume of trading in an exchange-listed stock. As a result, the market liquidity of some stocks in which the Fund invests may not be as great as that of exchange-listed stocks and, if the Fund were to dispose of such stocks, the Fund may have to offer the shares at a discount from recent prices or sell the shares in small lots over an extended period of time. In addition, penny stocks and pink sheet stocks can be classified as OTC stocks. Securities that can be converted into common stock, such as certain securities and preferred stock, are subject to the usual risks associated with fixed income investments, such as interest rate risk and credit risk.
Must be preceded or accompanied by a prospectus.
The SGI U.S. Large Cap Core ETF is distributed by Quasar Distributors, LLC.
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
SGI Dynamic Tactical ETF (DYTA)
These ETFs are different from traditional ETFs.
Traditional ETFs tell the public what assets they hold each day. These ETFs will not. This may create additional risks for your investment. For example:
| ● | You may have to pay more money to trade an ETF’s shares. These ETFs will provide less information to traders, who tend to charge more for trades when they have less information. |
| ● | The price you pay to buy ETF shares on an exchange may not match the value of the ETF’s portfolio. The same is true when you sell shares. These price differences may be greater for these ETFs compared to other ETFs because these ETFs provides less information to traders. |
| ● | These additional risks may be even greater in bad or uncertain market conditions. |
| ● | The SGI Dynamic Tactical ETF will publish on its website each day a “Portfolio Reference Basket” designed to help trading in shares of the ETF. While the Portfolio Reference Basket includes all the names of the ETF’s holdings, it is not the ETF’s actual portfolio. |
The differences between these ETFs and other ETFs may also have advantages. By keeping certain information about an ETF portfolio secret, these ETFs may face less risk that other traders can predict or copy its investment strategy. This may improve the ETFs’ performance. If other traders are able to copy or predict an ETF’s investment strategy, however, this may hurt the ETF’s performance.
For additional information regarding the unique attributes and risks of these ETFs, see the prospectus.
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
SGI Dynamic Tactical ETF (DYTA)
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. It is with great pleasure that I write to you today to discuss the revolutionary and exciting journey we are embarking on as we manage the SGI Dynamic Tactical ETF (“DYTA”) within the innovative framework of a semi-transparent wrapper.
Before delving into the specifics of why this approach is groundbreaking, let me first express my sincere gratitude for your continued trust and investment in DYTA. We recognize that you have many options when it comes to your investments, and we are honored that you have chosen to join us on this unique and transformative path.
DYTA, the Dynamic Transparency ETF, represents a new era in the world of exchange-traded funds (“ETFs”). This ETF leverages a wrapper, an ingenious structure that allows us to manage assets in a way that is both revolutionary and exciting for both of us as managers and for you as shareholders.
Here’s why we believe the semi-transparent ETF and wrapper is truly a game-changer:
| ● | Active Management within an ETF: Traditionally, ETFs have been associated with passive investing, but with the wrapper, we can actively manage DYTA. This means that we have the flexibility to make timely investment decisions, adapt to market conditions, and seek out opportunities to possibly enhance returns. |
| ● | Non-Transparent Active Strategy: a wrapper allows us to implement a non-transparent active strategy. This means we can protect our proprietary investment ideas and trading strategies, preventing front-running and ensuring that our insights remain our competitive advantage. |
| ● | Enhanced Investor Privacy: Your privacy is of utmost importance to us. With a semi-transparent ETF, we can keep the holdings of DYTA confidential, shielding your investment choices from public scrutiny. |
| ● | Tailored Risk Management: We can dynamically adjust our portfolio’s risk exposure in response to changing market conditions. This flexibility allows us to better manage risk and seize possible opportunities, aiming for long-term growth and stability. |
| ● | Lower Costs: By reducing the need for daily portfolio disclosure, we can potentially lower trading costs and minimize the impact of market movements, ultimately benefiting our shareholders. |
The combination of active management, enhanced privacy, and lower costs makes DYTA a distinct and exciting investment opportunity. We believe this approach aligns perfectly with the evolving needs of investors in today’s dynamic market environment.
As we navigate this revolutionary journey together, please know that our commitment to transparency, accountability, and performance remains unwavering. We are excited to have you as partners on this innovative path, and we are dedicated to delivering strong results and long-term value for your investments.
7
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
Thank you once again for your trust and confidence in SGI. If you have any questions or would like to learn more about our investment strategy, please do not hesitate to reach out to me directly or to the team collectively. Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform as designed.
Sincerely,
David Harden
Highlights
| ● | DYTA returned 3.90% on a net basis1 and 4.20% on a market price basis from inception, March 30, 20232, to August 31, 2023. DYTA underperformed its benchmark composite by 5.30% during the same period. The benchmark composite is comprised of the S&P 500® Index and Bloomberg US Aggregate Bond Index, weighted 75% and 25%, respectively. |
| ● | Underweight average exposure to equities and overweight average exposure to fixed income hurt relative performance. |
| ● | Within equity exposure, large cap stocks significantly outperformed. |
| ● | Due to rising interest rates, long duration treasuries significantly underperformed. |
INVESTMENT OBJECTIVE
DYTA seeks to provide long-term capital appreciation. There can be no guarantee that DYTA will achieve its investment objective.
FUND COMMENTARY
How did the fund perform in the past twelve months?
DYTA returned 3.90% on a net basis1 and 4.20% on a market price basis from inception, March 30, 20232, to August 31, 2023. The fund underperformed its benchmark composite by 5.30% during the same period. The benchmark composite is comprised of the S&P 500® Index and Bloomberg US Aggregate Bond Index, weighted 75% and 25%, respectively.
What factors influenced the fund’s performance?
The largest factor accounting for DYTA’s underperformance relative to the composite benchmark was the approximately 61.2% average equity exposure that was underweight the 75% equity exposure in the composite benchmark during the period. The accompanying overweight exposure to underperforming fixed income investments also hurt relative performance.
Nasdaq 100 stocks ([represented by] Invesco QQQ Trust or “QQQ”) returned 21% so DYTA’s average equity exposure of 12% to QQQ significantly benefitted relative performance. However diversified equity exposure to small cap, low volatility, international, and dividend funds all underperformed the S&P 500 Index.
Rising interest rates hurt the performance of longer duration treasuries (including SPDR Portfolio Long Term Treasury ETF or “SPTL”), which was the only underperforming allocation within the fund’s fixed income exposure. Exposure to short duration treasuries and intermediate corporate bonds benefited DYTA’s relative fixed income performance. In addition, DYTA’s 5% exposure to commodities (including Invesco Commodity Strategy ETF or “PDBC”) benefited relative performance.
1 | Net return is the return after all fees and expenses. |
2 | While the Fund commenced operations on March 29, 2023, the Fund began investing consistent with its investment objective on March 30, 2023. |
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
How is the fund positioned?
As of the fiscal year end, DYTA has 90% exposure to equities, of which large cap stocks within the Nasdaq 100 Index and S&P 500 Index account for 51%. The remaining equity exposure is diversified among small cap, lower volatility, dividend, and international stocks.
The remaining 10% of fund exposure is evenly distributed between commodity and fixed income as of the fiscal year end.
What is portfolio management’s outlook?
The aggressive federal funds interest rate hikes by the Federal Reserve during the past 16 months appear to be ending. The futures markets have priced in less than a 50% probability of one more tightening before the end of 2023. Although inflation has receded, common measures still exceed 4%, well above the 2% inflation target desired by the central bank. This means interest rates will likely remain near current levels until inflation numbers meaningfully decline. Additionally, the Federal Reserve balance sheet is shrinking at a modest pace every month, otherwise known as quantitative tightening.
The labor market remains strong in the U.S. with the unemployment rate still near 50-year lows and the number of jobs exceeding the total number of unemployed workers. Interest rate sensitive sectors such as housing and autos have slowed down considerably. The national average 30-year fixed mortgage rate now exceeds 7.70%. Consumer spending, the largest portion of the economy, remains strong with the most recent same-store-sales reports posting 3.8% year-on-year growth.
The full effects of considerable monetary tightening have not yet manifested, and a recession is still a near-term risk, although expectations of a “soft-landing” continue to increase. Overall, we see a mixed economic and financial market outlook which highlights the importance of a well-diversified portfolio of investments. This fund may serve as an important component of that portfolio for investors.
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.
Investing involves risk, including possible loss of principal. The Fund is a newly organized, diversified management investment company with no operating history. To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. To the extent that a Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Small-cap companies that the Underlying Funds may invest in may be more volatile than, and 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. Underlying Funds that invest in foreign securities may be subject to special risks, including, but not limited to, currency exchange rate volatility, political, social or economic instability, less publicly available information, less stringent investor protections and differences in taxation, auditing and other financial practices. Investments in emerging market securities by Underlying Funds are subject to higher risks than
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SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2023 (UNAUDITED)
those in developed countries because there is greater uncertainty in less established markets and economies. To the extent the Fund invests in Underlying Funds that focus their investments in a particular industry or sector, the Fund’s shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities.
Must be preceded or accompanied by a prospectus.
The SGI Dynamic Tactical ETF is distributed by Quasar Distributors, LLC.
10
SGI U.S. LARGE CAP CORE ETF
Performance Data
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Large Cap Core ETF
vs. S&P 500® Index
This chart assumes a hypothetical $10,000 minimum initial investment, in the Fund’s Shares made on March 31, 2023 and reflects Fund expenses. Investors should note that the Fund is an actively managed exchange-traded 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 period ended August 31, 2023 | |
| Since Inception(1) | |
U.S. Large Cap Core ETF (at NAV) | 12.03% | |
U.S. Large Cap Core ETF (at Market Price) | 12.00% | |
S&P 500® Index(2) | 12.05% | |
(1) | While the Fund commenced operations on March 30, 2023, the Fund began investing consistent with its investment objective on March 31, 2023. |
(2) | Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. |
Fund Gross Expense Ratio: 0.85%
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 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.
11
SGI DYNAMIC TACTICAL ETF
Performance Data
August 31, 2023 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI Dynamic Tactical ETF
vs. Composite Index
This chart assumes a hypothetical $10,000 minimum initial investment, in the Fund’s Shares made on March 29, 2023 and reflects Fund expenses. Investors should note that the Fund is an actively managed exchange-traded fund while the Composite Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the period ended August 31, 2023 | |
| Since Inception(1) | |
Dynamic Tactical ETF (at NAV) | 3.90% | |
Dynamic Tactical ETF (at Market Price) | 4.20% | |
Composite Index(2)(3) | 9.20% | |
(1) | While the Fund commenced operations on March 29, 2023, the Fund began investing consistent with its investment objective on March 30, 2023. |
(2) | Benchmark performance is from the 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 75% and 25%, respectively. |
Fund Gross Expense Ratio: 0.95%
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 investments will generally consist of securities of affiliated and unaffiliated exchange-traded funds and open-end mutual funds. Portfolio composition is subject to change. The Fund evaluates performance as compared to a composite index comprised of the Standard and Poor 500® Index (“S&P 500®”) and Bloomberg US Aggregate Bond Index. 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. 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 impossible to invest directly in an index.
12
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples
August 31, 2023 (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, 2023 through August 31, 2023 and held for the entire period. For the SGI U.S. Large Cap Core ETF, the actual values and expenses are based on the 153-day period from inception on March 30, 2023 through August 31, 2023. For the SGI Dynamic Tactical ETF, the actual values and expenses are based on the 154-day period from inception on March 29, 2023 through August 31, 2023.
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 ExampleS for Comparison Purposes
The second section of the accompanying tables provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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 CORE ETF |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | ACTUAL SINCE INCEPTION Total Investment Return for the Fund |
Actual | | | | | |
| $ 1,000.00 | $ 1,120.30 | $ 3.78 | 0.85% | 12.03% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
| $ 1,000.00 | $ 1,020.92 | $ 4.33 | 0.85% | N/A |
* | Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period March 1, 2023 through August 31, 2023, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period. The actual dollar amounts shown are expenses paid by the Fund during the period from the Fund’s inception on March 30, 2023 through August 31, 2023 multiplied by 153 days, which is the number of days from the Fund’s inception through August 31, 2023. 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. |
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SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (Concluded)
August 31, 2023 (UNAUDITED)
| SGI DYNAMIC TACTICAL ETF |
| Beginning Account Value MARCH 1, 2023 | Ending Account Value AUGUST 31, 2023 | Expenses Paid During Period* | Annualized Expense Ratio | Actual SINCE INCEPTION Total Investment Return for the Fund |
Actual | | | | | |
| $ 1,000.00 | $ 1,039.00 | $ 4.09 | 0.95% | 3.90% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
| $ 1,000.00 | $ 1,020.42 | $ 4.84 | 0.95% | N/A |
* | Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period March 1, 2023 through August 31, 2023, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period. The actual dollar amounts shown are expenses paid by the Fund during the period from the Fund’s inception on March 29, 2023 through August 31, 2023 multiplied by 154 days, which is the number of days from the Fund’s inception through August 31, 2023. 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. |
14
SGI U.S. LARGE CAP CORE ETF
Portfolio Holdings Summary Table
August 31, 2023 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS | | | | | | | | |
Software | | | 16.4 | % | | $ | 16,049,001 | |
Internet | | | 10.0 | | | | 9,845,956 | |
Insurance | | | 9.4 | | | | 9,202,415 | |
Oil & Gas | | | 7.0 | | | | 6,856,525 | |
Semiconductors | | | 6.9 | | | | 6,744,996 | |
Retail | | | 5.8 | | | | 5,667,427 | |
Healthcare-Services | | | 5.0 | | | | 4,901,334 | |
Machinery-Diversified | | | 3.2 | | | | 3,090,259 | |
Pipelines | | | 3.1 | | | | 3,080,890 | |
REITS | | | 2.8 | | | | 2,754,034 | |
Computers | | | 2.8 | | | | 2,733,403 | |
Transportation | | | 2.8 | | | | 2,724,591 | |
Apparel | | | 2.6 | | | | 2,580,179 | |
Iron/Steel | | | 2.6 | | | | 2,604,250 | |
Food | | | 2.0 | | | | 1,957,793 | |
Banks | | | 2.0 | | | | 1,931,444 | |
Telecommunications | | | 1.6 | | | | 1,584,211 | |
Pharmaceuticals | | | 1.4 | | | | 1,355,740 | |
Commercial Services | | | 1.1 | | | | 1,053,794 | |
Healthcare-Products | | | 1.0 | | | | 978,440 | |
Beverages | | | 1.0 | | | | 964,244 | |
Building Materials | | | 0.9 | | | | 852,846 | |
Electric | | | 0.8 | | | | 793,211 | |
Diversified Financial Services | | | 0.8 | | | | 784,229 | |
Home Builders | | | 0.6 | | | | 602,314 | |
Cosmetics/Personal Care | | | 0.5 | | | | 501,580 | |
Electronics | | | 0.5 | | | | 491,229 | |
Media | | | 0.5 | | | | 446,059 | |
Distribution/Wholesale | | | 0.4 | | | | 438,154 | |
Aerospace/Defense | | | 0.3 | | | | 325,950 | |
Engineering & Construction | | | 0.3 | | | | 301,103 | |
Biotechnology | | | 0.3 | | | | 288,744 | |
Machinery-Construction & Mining | | | 0.2 | | | | 222,715 | |
Airlines | | | 0.2 | | | | 207,025 | |
Hand & Machine Tools | | | 0.2 | | | | 192,586 | |
Chemicals | | | 0.2 | | | | 192,378 | |
Auto Manufacturers | | | 0.2 | | | | 192,347 | |
Real Estate | | | 0.2 | | | | 185,749 | |
Agriculture | | | 0.2 | | | | 181,359 | |
Household Products/Wares | | | 0.2 | | | | 165,933 | |
Gas | | | 0.1 | | | | 141,497 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 1.7 | | | | 1,706,164 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 150,764 | |
NET ASSETS | | | 100.0 | % | | $ | 98,024,862 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
15
SGI U.S. LARGE CAP CORE ETF
Portfolio of Investments
AUGUST 31, 2023
| | Number of Shares | | | Value | |
COMMON STOCKS — 98.1% |
Aerospace/Defense — 0.3% |
Lockheed Martin Corp. | | | 727 | | | $ | 325,950 | |
Agriculture — 0.2% |
Archer-Daniels-Midland Co. | | | 2,287 | | | | 181,359 | |
Airlines — 0.2% |
Delta Air Lines, Inc. | | | 4,828 | | | | 207,025 | |
Apparel — 2.6% |
NIKE, Inc., Class B | | | 25,368 | | | | 2,580,179 | |
Auto Manufacturers — 0.2% |
General Motors Co. | | | 5,740 | | | | 192,347 | |
Banks — 2.0% |
Bank of America Corp. | | | 6,192 | | | | 177,525 | |
Bank of New York Mellon Corp., (The) | | | 4,217 | | | | 189,217 | |
Citigroup, Inc. | | | 5,447 | | | | 224,907 | |
JPMorgan Chase & Co. | | | 7,983 | | | | 1,168,151 | |
State Street Corp. | | | 2,497 | | | | 171,644 | |
| | | | | | | 1,931,444 | |
Beverages — 1.0% |
Coca-Cola Co., (The) | | | 5,551 | | | | 332,116 | |
Monster Beverage Corp. * | | | 3,170 | | | | 181,990 | |
PepsiCo, Inc. | | | 2,530 | | | | 450,138 | |
| | | | | | | 964,244 | |
Biotechnology — 0.3% |
Incyte Corp. * | | | 1,913 | | | | 123,446 | |
Regeneron Pharmaceuticals, Inc. * | | | 200 | | | | 165,298 | |
| | | | | | | 288,744 | |
Building Materials — 0.9% |
Louisiana-Pacific Corp. | | | 3,236 | | | | 202,185 | |
Martin Marietta Materials, Inc. | | | 424 | | | | 189,278 | |
Owens Corning | | | 1,371 | | | | 197,301 | |
Vulcan Materials Co. | | | 1,210 | | | | 264,082 | |
| | | | | | | 852,846 | |
Chemicals — 0.2% |
Sherwin-Williams Co., (The) | | | 708 | | | | 192,378 | |
Commercial Services — 1.1% |
Global Payments, Inc. | | | 1,682 | | | | 213,093 | |
Moody’s Corp. | | | 575 | | | | 193,660 | |
PayPal Holdings, Inc. * | | | 10,351 | | | | 647,041 | |
| | | | | | | 1,053,794 | |
Computers — 2.8% |
Accenture PLC, Class A, (Ireland) | | | 657 | | | $ | 212,717 | |
Apple, Inc. | | | 12,417 | | | | 2,332,781 | |
Cognizant Technology Solutions Corp., Class A | | | 2,624 | | | | 187,905 | |
| | | | | | | 2,733,403 | |
Cosmetics/Personal Care — 0.5% |
Colgate-Palmolive Co. | | | 6,827 | | | | 501,580 | |
Distribution/Wholesale — 0.4% |
WESCO International, Inc. | | | 1,507 | | | | 243,908 | |
WW Grainger, Inc. | | | 272 | | | | 194,246 | |
| | | | | | | 438,154 | |
Diversified Financial Services — 0.8% |
American Express Co. | | | 1,172 | | | | 185,164 | |
LPL Financial Holdings, Inc. | | | 859 | | | | 198,077 | |
Mastercard, Inc., Class A | | | 490 | | | | 202,194 | |
Nasdaq, Inc. | | | 3,788 | | | | 198,794 | |
| | | | | | | 784,229 | |
Electric — 0.8% |
American Electric Power Co., Inc. | | | 2,419 | | | | 189,650 | |
Eversource Energy | | | 3,745 | | | | 239,006 | |
NextEra Energy, Inc. | | | 2,819 | | | | 188,309 | |
Xcel Energy, Inc. | | | 3,085 | | | | 176,246 | |
| | | | | | | 793,211 | |
Electronics — 0.5% |
Hubbell, Inc. | | | 628 | | | | 204,759 | |
Keysight Technologies, Inc. * | | | 1,175 | | | | 156,628 | |
Mettler-Toledo International, Inc. * | | | 107 | | | | 129,842 | |
| | | | | | | 491,229 | |
Engineering & Construction — 0.3% |
TopBuild Corp. * | | | 1,038 | | | | 301,103 | |
Food — 2.0% | | | | | | | | |
Hershey Co., (The) | | | 7,219 | | | | 1,551,074 | |
Lamb Weston Holdings, Inc. | | | 1,770 | | | | 172,416 | |
Sysco Corp. | | | 3,364 | | | | 234,303 | |
| | | | | | | 1,957,793 | |
Gas — 0.1% |
National Fuel Gas Co. | | | 2,633 | | | | 141,497 | |
Hand & Machine Tools — 0.2% |
Snap-on, Inc. | | | 717 | | | | 192,586 | |
Healthcare-Products — 1.0% |
Bruker Corp. | | | 2,954 | | | | 193,782 | |
ResMed, Inc. | | | 776 | | | | 123,842 | |
Shockwave Medical, Inc. * | | | 2,053 | | | | 452,461 | |
Thermo Fisher Scientific, Inc. | | | 374 | | | | 208,355 | |
| | | | | | | 978,440 | |
The accompanying notes are an integral part of the financial statements.
16
SGI U.S. LARGE CAP CORE ETF
Portfolio of Investments (Continued)
August 31, 2023
| | Number of Shares | | | Value | |
Healthcare-Services — 5.0% |
Centene Corp. * | | | 6,824 | | | $ | 420,700 | |
Elevance Health, Inc. | | | 7,065 | | | | 3,122,800 | |
HCA Healthcare, Inc. | | | 2,367 | | | | 656,369 | |
Humana, Inc. | | | 254 | | | | 117,254 | |
Molina Healthcare, Inc. * | | | 581 | | | | 180,180 | |
Tenet Healthcare Corp. * | | | 2,352 | | | | 182,421 | |
UnitedHealth Group, Inc. | | | 465 | | | | 221,610 | |
| | | | | | | 4,901,334 | |
Home Builders — 0.6% |
DR Horton, Inc. | | | 1,665 | | | | 198,168 | |
Lennar Corp., Class A | | | 1,680 | | | | 200,071 | |
NVR, Inc. * | | | 32 | | | | 204,075 | |
| | | | | | | 602,314 | |
Household Products/Wares — 0.2% |
Kimberly-Clark Corp. | | | 1,288 | | | | 165,933 | |
Insurance — 9.4% |
American International Group, Inc. | | | 46,133 | | | | 2,699,702 | |
Arch Capital Group Ltd., (Bermuda) * | | | 2,160 | | | | 166,018 | |
Axis Capital Holdings Ltd., (Bermuda) | | | 2,949 | | | | 161,782 | |
Berkshire Hathaway, Inc., Class B * | | | 3,003 | | | | 1,081,681 | |
Chubb Ltd., (Switzerland) | | | 1,968 | | | | 395,312 | |
Cincinnati Financial Corp. | | | 2,610 | | | | 276,112 | |
Everest Group, Ltd., (Bermuda) | | | 683 | | | | 246,344 | |
Hartford Financial Services Group Inc., (The) | | | 2,637 | | | | 189,389 | |
MetLife, Inc. | | | 12,196 | | | | 772,495 | |
Prudential Financial, Inc. | | | 27,195 | | | | 2,574,551 | |
RenaissanceRe Holdings Ltd., (Bermuda) | | | 1,002 | | | | 188,266 | |
Travelers Cos, Inc., (The) | | | 1,164 | | | | 187,672 | |
W R Berkley Corp. | | | 4,253 | | | | 263,091 | |
| | | | | | | 9,202,415 | |
Internet — 10.0% |
Alphabet, Inc., Class A * | | | 42,886 | | | | 5,839,786 | |
Amazon.com, Inc. * | | | 1,556 | | | | 214,744 | |
Booking Holdings, Inc. * | | | 60 | | | | 186,302 | |
Meta Platforms, Inc., Class A * | | | 12,184 | | | | 3,605,124 | |
| | | | | | | 9,845,956 | |
Iron/Steel — 2.6% |
Nucor Corp. | | | 1,343 | | | $ | 231,130 | |
Steel Dynamics, Inc. | | | 22,264 | | | | 2,373,120 | |
| | | | | | | 2,604,250 | |
Machinery-Construction & Mining — 0.2% |
Oshkosh Corp. | | | 2,145 | | | | 222,715 | |
Machinery-Diversified — 3.2% |
AGCO Corp. | | | 20,778 | | | | 2,691,374 | |
Deere & Co. | | | 491 | | | | 201,772 | |
Graco, Inc. | | | 2,497 | | | | 197,113 | |
| | | | | | | 3,090,259 | |
Media — 0.5% |
Comcast Corp., Class A | | | 4,773 | | | | 223,186 | |
Nexstar Media Group, Inc. | | | 1,369 | | | | 222,873 | |
| | | | | | | 446,059 | |
Oil & Gas — 7.0% |
APA Corp. | | | 4,755 | | | | 208,459 | |
Chevron Corp. | | | 20,759 | | | | 3,344,274 | |
ConocoPhillips | | | 14,331 | | | | 1,705,819 | |
Marathon Petroleum Corp. | | | 1,431 | | | | 204,304 | |
Pioneer Natural Resources Co. | | | 821 | | | | 195,341 | |
Valero Energy Corp. | | | 9,225 | | | | 1,198,328 | |
| | | | | | | 6,856,525 | |
Pharmaceuticals — 1.4% |
AbbVie, Inc. | | | 1,208 | | | | 177,528 | |
CVS Health Corp. | | | 2,592 | | | | 168,921 | |
Eli Lilly & Co. | | | 440 | | | | 243,848 | |
McKesson Corp. | | | 440 | | | | 181,421 | |
Merck & Co., Inc. | | | 3,789 | | | | 412,924 | |
Pfizer, Inc. | | | 4,836 | | | | 171,098 | |
| | | | | | | 1,355,740 | |
Pipelines — 3.1% |
Cheniere Energy, Inc. | | | 18,878 | | | | 3,080,890 | |
Real Estate — 0.2% |
CBRE Group, Inc., Class A * | | | 2,184 | | | | 185,749 | |
REITS — 2.8% |
American Tower Corp. | | | 887 | | | | 160,831 | |
Crown Castle International Corp. | | | 1,839 | | | | 184,820 | |
Kimco Realty Corp. | | | 79,967 | | | | 1,514,574 | |
National Storage Affiliates Trust | | | 5,370 | | | | 180,432 | |
SBA Communications Corp. | | | 918 | | | | 206,119 | |
Simon Property Group, Inc. | | | 2,776 | | | | 315,048 | |
Weyerhaeuser Co. | | | 5,869 | | | | 192,210 | |
| | | | | | | 2,754,034 | |
The accompanying notes are an integral part of the financial statements.
17
SGI U.S. LARGE CAP CORE ETF
Portfolio of Investments (CONCLUDED)
August 31, 2023
| | Number of Shares | | | Value | |
Retail — 5.8% |
Bath & Body Works, Inc. | | | 5,510 | | | $ | 203,154 | |
Chipotle Mexican Grill, Inc. * | | | 46 | | | | 88,625 | |
Costco Wholesale Corp. | | | 238 | | | | 130,729 | |
Home Depot, Inc., (The) | | | 615 | | | | 203,135 | |
Lowe’s Cos., Inc. | | | 1,425 | | | | 328,434 | |
McDonald’s Corp. | | | 9,478 | | | | 2,664,739 | |
O’Reilly Automotive, Inc. * | | | 133 | | | | 124,980 | |
Starbucks Corp. | | | 1,917 | | | | 186,792 | |
Target Corp. | | | 1,404 | | | | 177,676 | |
Ulta Beauty, Inc. * | | | 437 | | | | 181,368 | |
Wal-Mart Stores, Inc. | | | 8,473 | | | | 1,377,795 | |
| | | | | | | 5,667,427 | |
Semiconductors — 6.9% |
Applied Materials, Inc. | | | 1,638 | | | | 250,221 | |
Lam Research Corp. | | | 199 | | | | 139,778 | |
NVIDIA Corp. | | | 11,828 | | | | 5,837,709 | |
QUALCOMM, Inc. | | | 1,507 | | | | 172,597 | |
Texas Instruments, Inc. | | | 2,051 | | | | 344,691 | |
| | | | | | | 6,744,996 | |
Software — 16.4% |
Doximity, Inc., Class A * | | | 10,671 | | | | 254,397 | |
Elastic NV, (Netherlands) * | | | 3,195 | | | | 197,707 | |
Electronic Arts, Inc. | | | 19,855 | | | | 2,382,203 | |
HubSpot, Inc. * | | | 572 | | | | 312,609 | |
Microsoft Corp. | | | 19,904 | | | | 6,523,735 | |
MSCI, Inc. | | | 4,245 | | | | 2,307,667 | |
Salesforce.com, Inc. * | | | 16,426 | | | | 3,637,702 | |
ServiceNow, Inc. * | | | 348 | | | | 204,913 | |
Synopsys, Inc. * | | | 497 | | | | 228,068 | |
| | | | | | | 16,049,001 | |
Telecommunications — 1.6% |
Arista Networks, Inc. * | | | 1,102 | | | | 215,143 | |
Cisco Systems, Inc. | | | 20,710 | | | | 1,187,719 | |
T-Mobile US, Inc. * | | | 1,331 | | | | 181,349 | |
| | | | | | | 1,584,211 | |
Transportation — 2.8% |
Union Pacific Corp. | | | 1,393 | | | $ | 307,253 | |
United Parcel Service, Inc., Class B | | | 14,270 | | | | 2,417,338 | |
| | | | | | | 2,724,591 | |
TOTAL COMMON STOCKS | | | | | | | | |
(COST $93,260,425) | | | | | | | 96,167,934 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.7% |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 1,706,164 | | | | 1,706,164 | |
TOTAL SHORT-TERM INVESTMENTS (COST $1,706,164) | | | | | | | 1,706,164 | |
TOTAL INVESTMENTS (COST $94,966,589) — 99.8% | | | | | | | 97,874,098 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 150,764 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 98,024,862 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2023. |
MSCI Morgan Stanley Capital International
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
18
SGI DYNAMIC TACTICAL ETF
Portfolio Holdings Summary Table
August 31, 2023 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE TRADED FUNDS | | | 99.7 | % | | $ | 110,039,298 | |
SHORT-TERM INVESTMENTS | | | 0.3 | | | | 349,866 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.0 | | | | 6,287 | |
NET ASSETS | | | 100.0 | % | | $ | 110,395,451 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
19
SGI DYNAMIC TACTICAL ETF
Portfolio of Investments
August 31, 2023
| | Number of Shares | | | Value | |
EXCHANGE TRADED FUNDS — 99.7% |
Exchange-Traded Funds – 99.7% |
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF | | | 381,222 | | | $ | 5,623,025 | |
Invesco QQQ Trust Series 1 | | | 55,680 | | | | 21,046,483 | |
iShares 5-10 Year Investment Grade Corporate Bond ETF | | | 8,368 | | | | 419,237 | |
iShares Core MSCI EAFE ETF | | | 48,973 | | | | 3,276,783 | |
iShares Core S&P Small-Cap ETF | | | 158,959 | | | | 16,019,888 | |
iShares Core U.S. Aggregate Bond ETF | | | 20,053 | | | | 1,941,130 | |
iShares Edge MSCI Min Vol USA ETF | | | 104,404 | | | | 7,817,772 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 192,028 | | | | 6,598,082 | |
PGIM Ultra Short Bond ETF | | | 47,184 | | | | 2,336,080 | |
Schwab US Dividend Equity ETF | | | 126,107 | | | | 9,398,755 | |
SGI US Large Cap Core ETF (a)(b) | | | 829,146 | | | | 23,216,088 | |
SPDR Portfolio Long Term Treasury ETF | | | 22,695 | | | | 642,042 | |
SPDR Portfolio S&P 500 ETF | | | 220,954 | | | | 11,703,933 | |
TOTAL EXCHANGE TRADED FUNDS (COST $107,652,241) | | | | | | | 110,039,298 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.3% |
U.S. Bank Money Market Deposit Account, 5.20% (c) | | | 349,866 | | | $ | 349,866 | |
TOTAL SHORT-TERM INVESTMENTS (COST $349,866) | | | | | | | 349,866 | |
TOTAL INVESTMENTS (COST $108,002,107) — 100.0% | | | | | | | 110,389,164 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 6,287 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 110,395,451 | |
(a) | Affiliated company. See Note 7. |
(b) | Non-income producing security. |
(c) | The rate shown is as of August 31, 2023. |
ETF Exchange-Traded Fund
MSCI Morgan Stanley Capital International
S&P Standards & Poor’s
SPDR Standard & Poor’s Depositary Receipt
The accompanying notes are an integral part of the financial statements.
20
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities
August 31, 2023
| | SGI U.S. Large Cap CORE ETF | | | SGI U.S. DYNAMIC TACTICAL ETF | |
ASSETS | | | | | | | | |
Investments, at fair value | | | | | | | | |
Unaffiliated investments (cost $93,260,425 and $84,926,004, respectively) | | $ | 96,167,934 | | | $ | 86,823,210 | |
Affiliated investments (cost $— and $22,726,237, respectively) (see Note 7) | | | — | | | $ | 23,216,088 | |
Short-term investments, at value (cost $1,706,164 and $349,866, respectively) | | | 1,706,164 | | | | 349,866 | |
Receivables for: | | | | | | | | |
Dividends | | | 167,530 | | | | 1,409 | |
Due from Advisor | | | 52,407 | | | | 92,099 | |
Total assets | | $ | 98,094,035 | | | $ | 110,482,672 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Advisory fees | | $ | 69,173 | | | $ | 87,221 | |
Total liabilities | | | 69,173 | | | | 87,221 | |
Net assets | | $ | 98,024,862 | | | $ | 110,395,451 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 3,500 | | | $ | 4,250 | |
Paid-in capital | | | 93,718,035 | | | | 108,305,563 | |
Total distributable earnings/(losses) | | | 4,303,327 | | | | 2,085,638 | |
Net assets | | $ | 98,024,862 | | | $ | 110,395,451 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | $ | 3,500,000 | | | $ | 4,250,000 | |
Net asset value and redemption price per share | | $ | 28.01 | | | $ | 25.98 | |
The accompanying notes are an integral part of the financial statements.
21
SUMMIT GLOBAL INVESTMENTS
Statements of Operations
FOR THE Period ENDED August 31, 2023(1)
| | SGI U.S. Large Cap CORE ETF | | | SGI U.S. DYNAMIC TACTICAL ETF | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | | | | | | | |
Dividends from unaffiliated investments | | $ | 459,360 | | | $ | 706,740 | |
Dividends from affiliated investments (see Note 7) | | | — | | | | — | |
Interest | | | 18,662 | | | | 30,321 | |
Total investment income | | | 478,022 | | | | 737,061 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 2) | | | 217,980 | | | | 328,677 | |
Total expenses | | | 217,980 | | | | 328,677 | |
Net investment income/(loss) | | | 260,042 | | | | 408,384 | |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from investments | | | | | | | | |
Unaffiliated investments | | | 1,135,386 | | | | (712,574 | ) |
Affiliated investments (see Note 7) | | | — | | | | 2,621 | |
Net realized gain/(loss) from redemption in-kind | | | 1,147,811 | | | | 13,080 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | | | | | |
Unaffiliated investments | | | 2,907,509 | | | | 1,897,206 | |
Affiliated investments (see Note 7) | | | — | | | | 489,851 | |
Net realized and unrealized gain/(loss) on investments | | | 5,190,706 | | | | 1,690,184 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 5,450,748 | | | $ | 2,098,568 | |
(1) Inception date of the SGI U.S. Large Cap Core ETF and SGI U.S. Dynamic Tactical ETF was March 30, 2023 and March 29, 2023, respectively.
The accompanying notes are an integral part of the financial statements.
22
SGI U.S. LARGE CAP CORE ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 260,042 | |
Net realized gain/(loss) on investments | | | | |
Unaffiliated investments | | | 2,283,197 | |
Affiliated investments (see Note 7) | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | | |
Unaffiliated investments | | | 2,907,509 | |
Affiliated investments (see Note 7) | | | — | |
Net increase/(decrease) in net assets resulting from operations | | | 5,450,748 | |
| | | | |
CAPTIAL SHARE TRANSACTIONS: |
Proceeds from shares sold | | | 103,405,429 | |
Shares redeemed | | | (10,831,315 | ) |
Net increase/(decrease) in net assets from capital shares | | | 92,574,114 | |
Total increase/(decrease) in net assets | | | 98,024,862 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 98,024,862 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 3,890,000 | |
Shares redeemed | | | (390,000 | ) |
Net increase/(decrease) | | | 3,500,000 | |
(1) | Inception date of the Fund was March 30, 2023. |
The accompanying notes are an integral part of the financial statements.
23
SGI DYNAMIC TACTICAL ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 408,384 | |
Net realized gain/(loss) on investments | | | | |
Unaffiliated investments | | | (699,494 | ) |
Affiliated investments (see Note 7) | | | 2,621 | |
Net change in unrealized appreciation/(depreciation) on investments | | | | |
Unaffiliated investments | | | 1,897,206 | |
Affiliated investments (see Note 7) | | | 489,851 | |
Net increase/(decrease) in net assets resulting from operations | | | 2,098,568 | |
| | | | |
CAPTIAL SHARE TRANSACTIONS: |
Proceeds from shares sold | | | 109,300,356 | |
Shares redeemed | | | (1,003,473 | ) |
Net increase/(decrease) in net assets from capital shares | | | 108,296,883 | |
Total increase/(decrease) in net assets | | | 110,395,451 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 110,395,451 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 4,290,000 | |
Shares redeemed | | | (40,000 | ) |
Net increase/(decrease) | | | 4,250,000 | |
(1) | Inception date of the Fund was March 29, 2023. |
The accompanying notes are an integral part of the financial statements.
24
SGI U.S. LARGE CAP CORE ETF
Financial Highlights
Contained below is per share operating performance data for share 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, 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 25.00 | |
Net investment income/(loss) (2) | | | 0.11 | |
Net realized and unrealized gain/(loss) from investments | | | 2.90 | |
Net increase/(decrease) in net assets resulting from operations | | | 3.01 | |
Net asset value, end of period | | $ | 28.01 | |
Market value, end of period | | $ | 28.00 | |
Total investment return/(loss) on net asset value (3) | | | 12.03 | %(5) |
Total investment return/(loss) on market price (4) | | | 12.00 | %(5) |
| | | | |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s) | | $ | 98,025 | |
Ratio of expenses to average net assets | | | 0.85 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 1.01 | %(6) |
Portfolio turnover rate | | | 95 | %(5) |
(1) | Inception date of the Fund was March 30, 2023. |
(2) | The selected per share data is calculated based on average shares outstanding method for the period. |
(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 the financial statements.
25
SGI DYNAMIC TACTICAL FUND
Financial Highlights
Contained below is per share operating performance data for share 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, 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 25.00 | |
Net investment income/(loss) (2) | | | 0.13 | |
Net realized and unrealized gain/(loss) from investments | | | 0.85 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.98 | |
Net asset value, end of period | | $ | 25.98 | |
Market value, end of period | | $ | 26.05 | |
Total investment return/(loss) on net asset value (3) | | | 3.90 | %(5) |
Total investment return/(loss) on market price (4) | | | 4.20 | %(5) |
| | | | |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s) | | $ | 110,395 | |
Ratio of expenses to average net assets | | | 0.95 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 1.18 | %(6) |
Portfolio turnover rate | | | 66 | %(5) |
(1) | Inception date of the Fund was March 29, 2023. |
(2) | The selected per share data is calculated based on average shares outstanding method for the period. |
(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 the financial statements.
26
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements
AUGUST 31, 2023
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 complex 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 fifty-three separate investment portfolios, including the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF (each, a “Fund” and collectively, the “Funds”), which commenced investment operations on March 30, 2023 and March 29, 2023, respectively.
RBB has authorized capital of one hundred billion shares of common stock of which 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.
The investment objective of the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF is to provide 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal period since inception for the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF from March 30, 2023 and March 29, 2023, respectively, through August 31, 2023 (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 by the Valuation Designee (as defined below) 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.
The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Summit Global Investments, LLC (the “Adviser” or “Summit”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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. |
27
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
| ● 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 current fiscal period, in valuing each Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI U.S. LARGE CAP CORE ETF | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 96,167,934 | | | $ | 96,167,934 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 1,706,164 | | | | 1,706,164 | | | | — | | | | — | |
Total Investments* | | $ | 97,874,098 | | | $ | 97,874,098 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI DYNAMIC TACTICAL ETF | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 110,039,298 | | | $ | 110,039,298 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 349,866 | | | | 349,866 | | | | — | | | | — | |
Total Investments* | | $ | 110,389,164 | | | $ | 110,389,164 | | | $ | — | | | $ | — | |
* | 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 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 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 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 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.
28
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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 (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. tax status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
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
SGI Global Investments, LLC serves as the Adviser to the Funds. SG Trading Solutions, LLC (“SG Trading Solutions”) serves as the investment sub-adviser to the Funds. Each Fund pays all of its expenses other than those expressly assumed by 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 (each, an “Advisory Agreement” and together, the “Advisory Agreements”). The Funds compensate the Adviser with a unitary management fee for its services at an annual rate of 0.85% for the SGI U.S. Large Cap Core ETF and 0.95% for the SGI Dynamic Tactical ETF based on 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 the cost of sub-advisory fees to SG Trading Solutions, transfer agency, custody, fund administration, legal, audit and other services. However, under each Investment 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 Sub-Adviser is an affiliate of the Adviser. The Sub-Adviser implements rigorous quantitative and fundamental analysis to achieve best execution, and is subject to oversight by the
29
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
Adviser and the Board. Under the Sub-Advisory Agreement, the Sub-Adviser receives a fee from the Adviser, calculated daily and paid monthly, equal to 0.05% of the average daily net assets of each Fund. During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
SGI U.S. Large Cap Core ETF | | $ | 217,980 | |
SGI Dynamic Tactical ETF | | | 328,677 | |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB.
Under the Funds’ unitary fee, the Adviser compensates Fund Services and the Custodian for services provided.
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. 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. As of the end of the current fiscal period, there were no director and officer fees charged or paid by the Funds out of the unitary fees.
4. Purchases and Sales of Investment Securities
During the current fiscal period, aggregate purchases and sales of investment securities (excluding in-kind transactions and short-term investments) of the Funds were as follows:
FUND | | Purchases | | | Sales | |
SGI U.S. Large Cap Core ETF | | $ | 56,278,663 | | | $ | 57,453,401 | |
SGI Dynamic Tactical ETF | | | 53,956,487 | | | | 52,162,513 | |
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 (excluding short-term investments) of the Funds were as follows:
FUND | | Purchases | | | Sales | |
SGI U.S. Large Cap Core ETF | | $ | 103,120,373 | | | $ | 10,962,037 | |
SGI Dynamic Tactical ETF | | | 107,534,741 | | | | 979,602 | |
30
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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, 2023, 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 Core ETF | | $ | 95,115,401 | | | $ | 5,018,773 | | | $ | (2,260,076 | ) | | $ | 2,758,697 | |
SGI Dynamic Tactical ETF | | | 108,212,808 | | | | 3,439,369 | | | | (1,263,013 | ) | | | 2,176,356 | |
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.
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. Any permanent differences resulting from different book and tax treatment are reclassified at year-end and have no impact on net income, NAV or NAV per share of the Funds.
Permanent differences as of August 31, 2023, primarily attributable to in-kind redemptions gain and loss were reclassified among the following accounts:
| | Distributable Earnings/(loss) | | | Paid-in Capital | |
SGI U.S. Large Cap Core ETF | | $ | (1,147,421 | ) | | $ | 1,147,421 | |
SGI Dynamic Tactical ETF | | | (12,930 | ) | | | 12,930 | |
As of August 31, 2023, 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 Core ETF | | $ | 1,542,866 | | | $ | 1,764 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,758,697 | |
SGI Dynamic Tactical ETF | | | 408,384 | | | | — | | | | (499,102 | ) | | | — | | | | — | | | | 2,176,356 | |
The differences between the book and tax basis components of distributable earnings relate primarily to wash sales.
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
31
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2023
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, 2023, the SGI Dynamic Tactical ETF had $499,102 of short-term loss carryovers.
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, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023. As of August 31, 2023 the Funds had no tax basis qualified late-year loss deferral.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
32
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (conCLUDed)
AUGUST 31, 2023
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:
| | March 29, 2023 | | | Additions | | | Reductions | |
Issuer Name | | Share Balance | | | Cost | | | Share Balance | | | Cost | | | Share Balance | | | Cost | |
SGI Dynamic Tactical ETF | | | | | | | | | | | | | | | | | | | | | | | | |
SGI U.S. Large Cap Core ETF | | | — | | | $ | — | | | | 833,601 | | | $ | 22,838,682 | | | | (4,455 | ) | | $ | (112,445 | ) |
| | | — | | | $ | — | | | | 833,601 | | | $ | 22,838,682 | | | | (4,455 | ) | | $ | (112,445 | ) |
| | August 31, 2023 | |
Issuer Name | | Dividend Income | | | Capital Gain Distribution | | | Net Change in Unrealized Appreciation/ (Depreciation) | | | Realized Gain/(Loss) | | | Share Balance | | | Value | | | Cost | |
SGI Dynamic Tactical ETF | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SGI U.S. Large Cap Core ETF | | $ | — | | | $ | — | | | $ | 489,851 | | | $ | 2,621 | | | | 829,146 | | | $ | 23,216,088 | | | $ | 22,726,237 | |
| | $ | — | | | $ | — | | | $ | 489,851 | | | $ | 2,621 | | | | 829,146 | | | $ | 23,216,088 | | | $ | 22,726,237 | |
8. SHARE TRANSACTIONS
Shares of the SGI U.S. Large Cap Core ETF are listed and traded on the NYSE. Shares of the SGI Dynamic Tactical ETF are listed and traded on the NASDAQ, 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 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 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.
9. SUBSEQUENT EVENTS
The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.
33
SUMMIT GLOBAL INVESTMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical 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 of SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF (collectively referred to as the “Funds”) (two of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2023, and the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated in the table below and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (two of the portfolios constituting The RBB Fund, Inc.) at August 31, 2023, 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 Core ETF | For the period from March 30, 2023 (commencement of operations) through August 31, 2023 |
SGI Dynamic Tactical ETF | For the period from March 29, 2023 (commencement of operations) through August 31, 2023 |
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 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.
34
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, 2023, by correspondence with the custodian. 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 Investment companies since 2012.
Philadelphia, Pennsylvania
October 30, 2023
35
SUMMIT GLOBAL INVESTMENTS
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, 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 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 2024.
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.
36
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 filings are available on the SEC’s website at http://www.sec.gov.
Investment Advisory Agreement - SGI U.S. Large Cap Core Equity Fund and SGI Dynamic Tactical 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 initial approval of the investment advisory agreement between Summit and the Company (the “Investment Advisory Agreement”) on behalf of the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF (each a “Fund” and together the “Funds”), at a meeting of the Board held on February 9-10, 2022 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment. In approving the Investment Advisory Agreement, the Board considered information provided by Summit with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Investment Advisory Agreement between the Company and Summit with respect to each 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. The Directors reviewed these materials with management of Summit and discussed the Investment Advisory Agreements with counsel in executive sessions, at which no representatives of Summit were present. Among other things, the Directors considered (i) the nature, extent, and quality of services to be provided to the Funds by Summit; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Summit’s investment philosophy and process; (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 advisory fee arrangements and other similarly managed clients, as applicable; (vii) Summit’s compliance procedures; (viii) Summit’s financial information and insurance coverage; (ix) the extent to which economies of scale are relevant to the Funds; and (x) a report comparing each Fund’s proposed management fees and total expense ratio to those of other funds in its anticipated Morningstar category. The Directors noted that the Funds had not yet commenced operations, and consequently there was no performance information to review with respect to the Funds.
As part of their review, the Directors considered the nature, extent and quality of the services to be provided by Summit. The Directors concluded that Summit had sufficient resources to provide services to the Funds.
The Board also took into consideration that the advisory fee for each Fund 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 Summit continued to be responsible for compensating the Funds’ other service providers and paying other expenses of the Funds out of its own fees and resources. The Directors noted that Summit had contractually agreed to waive management fees and reimburse expenses for at least one year to limit total annual operating expenses to agreed upon levels for the Funds.
37
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Concluded)
After reviewing the information regarding Summit’s estimated 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 and the sub-advisory fees to be paid by Summit to the Sub-Adviser were fair and reasonable and that the Investment Advisory Agreement should be approved for an initial period ending August 16, 2024.
INVESTMENT SUB-ADVISORY AGREEMENT - SGI U.S. LARGE CAP CORE EQUITY FUND AND SGI DYNAMIC TACTICAL 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 initial approval of the sub-advisory agreement between Summit and SG Trading Solutions LLC (“Sub-Advisory Agreement”), at a meeting of the Board held on July 26, 2022 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Sub-Advisory Agreement. The Board’s decision to approve the Sub-Advisory Agreement reflects the exercise of its business judgment. In approving the Sub-Advisory Agreement, the Board considered information provided the Sub-Adviser with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Sub-Advisory Agreement by and between Summit and the Sub-Adviser with respect to each Fund, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services to be provided to the Funds by the Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) the Sub-Adviser’s investment philosophy and process; (iv) the Sub-Adviser’s advisory fee arrangements and other similarly managed clients, as applicable; (v) the Sub-Adviser’s compliance procedures; and (vi) the Sub-Adviser’s financial information and insurance coverage. The Directors noted that the Funds had not yet commenced operations, and consequently there was no performance information to review with respect to the Funds.
As part of their review, the Directors considered the nature, extent and quality of the services to be provided by the Sub-Adviser. In this regard, the Directors noted that the Sub-Adviser was a newly formed affiliate of Summit. The Directors concluded that the Sub-Adviser had sufficient resources to provide services to the Funds.
The Directors considered the fees payable to the Sub-Adviser under the Sub-Advisory Agreement and the information provided by Summit on the services provided by the Sub-Adviser. In this regard, the Directors noted that the fees for the Sub-Adviser would be payable by Summit.
After reviewing the information regarding the Sub-Adviser’s estimated costs, profitability and economies of scale, and after considering the services to be provided by the Sub-Adviser, the Directors concluded that the sub-advisory fees to be paid by Summit to the Sub-Adviser were fair and reasonable and that the Sub-Advisory Agreement should be approved for an initial period ending August 16, 2024.
38
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 During Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
39
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 During Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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 |
40
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 During Past 5 Years |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 63
| 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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. |
41
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (Concluded)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his 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, banking and investment services industry, including service on the boards of public companies, 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.
42
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 |
Questions? | Call 1-855-744-8500 or go to www.summitglobalinvestments.com |
43
SUMMIT GLOBAL INVESTMENTS
PRIVACY NOTICE (Unaudited) (Concluded)
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, SGI Small Cap Core Fund, SGI U.S. Large Large Cap Core ETF and SGI Dynamic Tactical ETF. |
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, SGI Small Cap Core Fund, SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF. 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, SGI Small Cap Core Fund, SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF. may share your information with other financial institutions with whom they have joint marketing arrangements who may suggest additional fund services or other investments products which may be of interest to you. We do not currently have any joint marketing arrangements with other financial institutions. |
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Investment Adviser
Summit Global Investments, LLC
620 South Main Street
Bountiful, UT 84010
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
SGI-ETFAR23
Annual Report
August 31, 2023
US Treasury 3 Month Bill ETF | (Nasdaq: TBIL)
US Treasury 6 Month Bill ETF | (Nasdaq: XBIL)
US Treasury 12 Month Bill ETF | (Nasdaq: OBIL)
US Treasury 2 Year Note ETF | (Nasdaq: UTWO)
US Treasury 3 Year Note ETF | (Nasdaq: UTRE)
US Treasury 5 Year Note ETF | (Nasdaq: UFIV)
US Treasury 7 Year Note ETF | (Nasdaq: USVN)
US Treasury 10 Year Note ETF | (Nasdaq: UTEN)
US Treasury 20 Year Bond ETF | (Nasdaq: UTWY)
US Treasury 30 Year Bond ETF | (Nasdaq: UTHY)
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 | 3 |
Fund Expense Examples | 13 |
Schedules of Investments | 17 |
Financial Statements | 36 |
Notes to Financial Statements | 62 |
Report of Independent Registered Public Accounting Firm | 74 |
Shareholder Tax Information | 75 |
Notice to Shareholders | 76 |
Directors and Officers | 84 |
US Benchmark Series
Letter to Shareholders
August 31, 2023 (Unaudited)
| F/m Investments LLC d/b/a North Slope Capital, LLC 3050 K Street NW Suite 201 Washington, DC 20007 |
Dear Shareholder:
Last year we wrote to you about the nascent US Benchmark Series offering simplified access to “on-the-run” benchmark US Treasury bills, notes, and bonds. Then three funds, TBIL, UTWO and UTEN, listed and actively trading. Today ten key points of the yield curve are available with over $3 billion in assets under management and millions of shares traded:
| ● | TBIL – US Treasury 3 Month Bill ETF |
| ● | XBIL – US Treasury 6 Month Bill ETF |
| ● | OBIL – US Treasury 12 Month Bill ETF |
| ● | UTWO – US Treasury 2 Year Note ETF |
| ● | UTRE – US Treasury 3 Year Note ETF |
| ● | UFIV – US Treasury 5 Year Note ETF |
| ● | USVN – US Treasury 7 Year Note ETF |
| ● | UTEN – US Treasury 10 Year Note ETF |
| ● | UTWY – US Treasury 20 Year Bond ETF |
| ● | UTHY – US Treasury 30 Year Bond ETF |
Offering a simpler, more precise way to own US Treasury securities, the US Benchmark Series enables investors to not just buy the current on-the-run US Treasury, but remain invested in that maturity for future similar offerings. This month, next month, next year and for many years to come. Each series of the US Benchmark Series (each a “Fund”) seeks to provide precise exposure to a single point on the yield curve, in a low cost, tax efficient exchange traded fund (“ETF”).
After a year of watching, trading, and owning the US Benchmark Series, investors are engaging and still exploring something we call: The Power of The Point. What point? The ten precise points on the yield curve, represented by the US Benchmark Series, refreshed with each new US Treasury issue, provide a new paradigm in investing. Combining the different Funds to balance income with potential total return or capital preservation with interest rate risk, investors are creating whole new portfolios that are easy to implement, quick to adjust and liquid to sell.
Each of the Funds continues to perform in line with our expectations, delivering monthly income and principal movement in line with its underlying US Treasury security. The high levels of liquidity of the on-the-run US Treasury security each Fund holds has translated into tight spreads and a consistent price experience for investors.
Looking at the potential rate environment for the rest of 2023 and into 2024, we continue to expect volatile markets. Higher rates seem to be taking hold and restricting economic growth. However, the slowing economic growth may not cool inflation enough, which may cause rates to stay high or go higher, perhaps for an extended period.
Savers and investors alike have enjoyed this new higher rate environment. For over a decade, earning a safe income was out of reach. Finally, the pendulum has swung, and many financial and retirement plans are thankful for it.
US Benchmark Series
Letter to Shareholders (continued)
August 31, 2023 (Unaudited)
Be well. Do good work. Keep in touch.
| | | | |
Alexander Morris | | Peter Baden | | Marcin Zdunek |
Past performance is not a guarantee of future results.
Must be preceded or accompanied by a current prospectus.
Investments involve risk. Principal loss is possible. 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.
US Treasury 3 month bill ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODs ENDED August 31, 2023 |
| 1 Year | Since Inception | Inception Date |
US Treasury 3 Month Bill ETF (at NAV) | 4.50% | 4.32% | 8/8/2022 |
US Treasury 3 Month Bill ETF (at Market Price) | 4.56% | 4.40% | 8/8/2022 |
ICE BofA US 3-Month Treasury Bill Index* | 4.28% | 4.14%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 Treasury 6 Month Bill ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 6 Month Bill ETF (at NAV) | 2.35% | 3/6/2023 |
US Treasury 6 Month Bill ETF (at Market Price) | 2.42% | 3/6/2023 |
ICE BofA US 6-Month Treasury Bill Index* | 2.43%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 6-Month Treasury Bill Index is a single security index comprised of the most recently issued 6-Month Treasury bill . |
US Treasury 12 Month Bill ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 12 Month Bill ETF (at NAV) | 3.01% | 11/14/2022 |
US Treasury 12 Month Bill ETF (at Market Price) | 3.08% | 11/14/2022 |
ICE BofA US 12-Month Treasury Bill Index* | 3.15%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 12-Month Treasury Bill Index is a single security index comprised of the most recently issued US 12-Month Treasury bill . |
US Treasury 2 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODs ENDED August 31, 2023 |
| 1 Year | Since Inception | Inception Date |
US Treasury 2 Year Note ETF (at NAV) | 0.38% | 0.17% | 8/8/2022 |
US Treasury 2 Year Note ETF (at Market Price) | 0.44% | 0.22% | 8/8/2022 |
ICE BofA Current 2-Year US Treasury Index* | 0.39% | 0.14%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 3 Year Note ETF (at NAV) | -0.66% | 3/27/2023 |
US Treasury 3 Year Note ETF (at Market Price) | -0.62% | 3/27/2023 |
ICE BofA Current 3-Year US Treasury Index* | -0.65%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 3-Year US Treasury Index is a single security index comprised of the most recently issued 3-year US Treasury note. |
US Treasury 5 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 5 Year Note ETF (at NAV) | -1.69% | 3/27/2023 |
US Treasury 5 Year Note ETF (at Market Price) | -1.62% | 3/27/2023 |
ICE BofA Current 5-Year US Treasury Index* | -1.65%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 5-Year US Treasury Index is a single security index comprised of the most recently issued 5-year US Treasury note. |
US Treasury 7 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 7 Year Note ETF (at NAV) | -2.58% | 3/27/2023 |
US Treasury 7 Year Note ETF (at Market Price) | -2.55% | 3/27/2023 |
ICE BofA Current 7-Year US Treasury Index* | -2.47%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 7-Year US Treasury Index is a single security index comprised of the most recently issued 7-year US Treasury note. |
US Treasury 10 Year Note ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODs ENDED August 31, 2023 |
| 1 Year | Since Inception | Inception Date |
US Treasury 10 Year Note ETF (at NAV) | -4.87% | -7.28% | 8/8/2022 |
US Treasury 10 Year Note ETF (at Market Price) | -4.49% | -7.22% | 8/8/2022 |
ICE BofA Current 10-Year US Treasury Index* | -4.71% | -7.13%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 20 Year BOND ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 20 Year Bond ETF (at NAV) | -5.10% | 3/27/2023 |
US Treasury 20 Year Bond ETF (at Market Price) | -5.04% | 3/27/2023 |
ICE BofA Current 20-Year US Treasury Index* | -5.09%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 20-Year US Treasury Index is a single security index comprised of the most recently issued 20-year US Treasury note. |
US Treasury 30 Year BOND ETF
Performance Data
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED August 31, 2023 |
| Since Inception | Inception Date |
US Treasury 30 Year Bond ETF (at NAV) | -6.17% | 3/27/2023 |
US Treasury 30 Year Bond ETF (at Market Price) | -6.12% | 3/27/2023 |
ICE BofA Current 30-Year US Treasury Index* | -6.12%(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. For the most recent month end performance, please call 1-800-617-0004 or visit our website at www.ustreasuryetfs.com. Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the fund’s underlying assets and cash at the end of the trading day.
(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 30-Year US Treasury Index is a single security index comprised of the most recently issued 30-year US Treasury note. |
US Benchmark Series
Fund Expense Examples
August 31, 2023 (UNAUDITED)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs 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, 2023 through August 31, 2023, and held for the entire period. For the US Treasury 6 Month Bill ETF, the actual values and expenses are based on the 178-day period from inception on March 6, 2023, through August 31, 2023. For the US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF, the actual values and expenses are based on the 157-day period from inception on March 27, 2023, through August 31, 2023.
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 (Continued)
August 31, 2023 (Unaudited)
| | Beginning Account Value March 1, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | ACTUAL SIX MONTH/ SINCE INCEPTION TOTAL INVESTMENT RETURNS FOR THE FUNDS* | |
US Treasury 3 Month Bill ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,025.60 | | | $ | 0.77 | | | | 0.15 | % | | | 2.56 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 6 Month Bill ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,023.50 | | | $ | 0.74 | | | | 0.15 | % | | | 2.35 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 12 Month Bill ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,019.90 | | | $ | 0.76 | | | | 0.15 | % | | | 1.99 | % |
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 | | | $ | 1,013.60 | | | $ | 0.76 | | | | 0.15 | % | | | 1.36 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 3 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 993.40 | | | $ | 0.64 | | | | 0.15 | % | | | -0.66 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 5 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 983.10 | | | $ | 0.64 | | | | 0.15 | % | | | -1.69 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 7 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 974.20 | | | $ | 0.64 | | | | 0.15 | % | | | -2.58 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 10 Year Note ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,001.10 | | | $ | 0.76 | | | | 0.15 | % | | | 0.11 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Treasury 20 Year Bond ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 949.00 | | | $ | 0.63 | | | | 0.15 | % | | | -5.10 | % |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,024.45 | | | | 0.77 | | | | 0.15 | % | | | N/A | |
US Benchmark Series
Fund Expense Examples (Concluded)
August 31, 2023 (Unaudited)
| | Beginning Account Value March 1, 2023 | | | Ending Account Value August 31, 2023 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | Actual SIX MONTH/ SINCE INCEPTION Total Investment Returns for the Funds* | |
US Treasury 30 Year Bond ETF | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 938.30 | | | $ | 0.63 | | | | 0.15 | % | | | -6.17 | % |
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, 2023 through August 31, 2023, 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. For the US Treasury 6 Month Bill ETF, the actual dollar amounts shown are expenses paid by the Fund during the period from the inception of the Fund on March 6, 2023 multiplied by 178 days, which is the number of days from the inception of the Fund through August 31, 2023. For the US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF, the actual dollar amounts shown are expenses paid by the Funds during the period from the inception of the Funds on March 27, 2023 multiplied by 157 days, which is the number of days from the inception of the Funds through August 31, 2023. Each Fund’s ending account value in the first section in the table is based on the actual six-month total investment return for the Fund (with the exception of the US Treausury 6 Month Bill ETF, US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF, for which the ending account value is based on the actual since inception total investment return for the Funds). |
US Treasury 3 Month Bill ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
SHORT-TERM INVESTMENTS | | | | | | | | |
U.S. Treasury Obligations | | | 99.6 | % | | $ | 1,769,023,157 | |
Money Market Deposit Accounts | | | 0.4 | | | | 7,730,318 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (170,166 | ) |
NET ASSETS | | | 100.0 | % | | $ | 1,776,583,309 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Month Bill ETF
Schedule of Investments
August 31, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.6% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 5.508 | % | | | 11/30/2023 | | | $ | 1,792,835 | | | $ | 1,769,023,157 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $1,769,033,038) | | | | | | | | | | | | | | | 1,769,023,157 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 7,730 | | | | 7,730,318 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $7,730,318) | | | | | | | 7,730,318 | |
TOTAL SHORT-TERM INVESTMENTS (COST $1,776,763,356) — 100.0% | | | | | | | 1,776,753,475 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (170,166 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 1,776,583,309 | |
* | 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, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 6 Month Bill ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
SHORT-TERM INVESTMENTS | | | | | | | | |
U.S. Treasury Obligations | | | 99.5 | % | | $ | 309,869,664 | |
Money Market Deposit Accounts | | | 0.5 | | | | 1,476,366 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (27,620 | ) |
NET ASSETS | | | 100.0 | % | | $ | 311,318,410 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 6 Month Bill ETF
Schedule of Investments
August 31, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.5% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 5.559 | % | | | 2/29/2024 | | | $ | 318,320 | | | $ | 309,869,664 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $309,849,370) | | | | | | | | | | | | | | | 309,869,664 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 1,476 | | | | 1,476,366 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $1,476,366) | | | | | | | 1,476,366 | |
TOTAL SHORT-TERM INVESTMENTS (COST $311,325,736) — 100.0% | | | | | | | 311,346,030 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (27,620 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 311,318,410 | |
* | 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, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 12 Month Bill ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
SHORT-TERM INVESTMENTS | | | | | | | | |
U.S. Treasury Obligations | | | 99.5 | % | | $ | 125,726,101 | |
Money Market Deposit Accounts | | | 0.5 | | | | 570,620 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (14,828 | ) |
NET ASSETS | | | 100.0 | % | | $ | 126,281,893 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 12 Month Bill ETF
Schedule of Investments
August 31, 2023
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 100.0% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.5% | | | | | | | | | | | | | | | | |
United States Treasury Bill | | | 5.387 | % | | | 8/8/2024 | | | $ | 132,140 | | | $ | 125,726,101 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $125,790,810) | | | | | | | | | | | | | | | 125,726,101 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 571 | | | | 570,620 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $570,620) | | | | | | | 570,620 | |
TOTAL SHORT-TERM INVESTMENTS (COST $126,361,430) — 100.0% | | | | | | | 126,296,721 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (14,828 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 126,281,893 | |
* | 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, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 2 Year Note ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.6 | % | | $ | 304,129,778 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.4 | | | | 1,209,523 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.0 | | | | 2,974 | |
NET ASSETS | | | 100.0 | % | | $ | 305,342,275 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 2 Year Note ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.6% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.6% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 5.000 | % | | | 8/31/2025 | | | $ | 303,265 | | | $ | 304,129,778 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $303,915,683) | | | | | | | | | | | | | | | 304,129,778 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.4% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 1,210 | | | | 1,209,523 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $1,209,523) | | | | | | | 1,209,523 | |
TOTAL SHORT-TERM INVESTMENTS (COST $1,209,523) | | | | | | | 1,209,523 | |
TOTAL INVESTMENTS (COST $305,125,206) — 100.0% | | | | | | | 305,339,301 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 2,974 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 305,342,275 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Year Note ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.8 | % | | $ | 1,467,321 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.0 | | | | 448 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 2,795 | |
NET ASSETS | | | 100.0 | % | | $ | 1,470,564 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Year Note ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.8% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.8% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 4.375 | % | | | 8/15/2026 | | | $ | 1,474 | | | $ | 1,467,321 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $1,463,106) | | | | | | | | | | | | | | | 1,467,321 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.0% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | — | * | | | 448 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $448) | | | | | | | 448 | |
TOTAL SHORT-TERM INVESTMENTS (COST $448) | | | | | | | 448 | |
TOTAL INVESTMENTS (COST $1,463,554) — 99.8% | | | | | | | 1,467,769 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 2,795 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 1,470,564 | |
* | Number of shares is less than 1,000. |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 5 Year Note ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.7 | % | | $ | 4,356,725 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.3 | | | | 15,079 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.0 | | | | 58 | |
NET ASSETS | | | 100.0 | % | | $ | 4,371,862 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 5 Year Note ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.7% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.7% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 4.375 | % | | | 8/31/2028 | | | $ | 4,330 | | | $ | 4,356,725 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $4,349,611) | | | | | | | | | | | | | | | 4,356,725 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.3% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 15 | | | | 15,079 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $15,079) | | | | | | | 15,079 | |
TOTAL SHORT-TERM INVESTMENTS (COST $15,079) | | | | | | | 15,079 | |
TOTAL INVESTMENTS (COST $4,364,690) — 100.0% | | | | | | | 4,371,804 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 58 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 4,371,862 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 7 Year Note ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.6 | % | | $ | 958,938 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.4 | | | | 3,888 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | 0.0 | | | | (11 | ) |
NET ASSETS | | | 100.0 | % | | $ | 962,815 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 7 Year Note ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.6% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.6% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 4.125 | % | | | 8/31/2030 | | | $ | 963 | | | $ | 958,938 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $957,508) | | | | | | | | | | | | | | | 958,938 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.4% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 4 | | | | 3,888 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $3,888) | | | | | | | 3,888 | |
TOTAL SHORT-TERM INVESTMENTS (COST $3,888) | | | | | | | 3,888 | |
TOTAL INVESTMENTS (COST $961,396) — 100.0% | | | | | | | 962,826 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (11 | ) |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 962,815 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 10 Year Note ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.5 | % | | $ | 55,813,787 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.0 | | | | 4,833 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.5 | | | | 274,924 | |
NET ASSETS | | | 100.0 | % | | $ | 56,093,544 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 10 Year Note ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.5% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.5% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 3.875 | % | | | 8/15/2033 | | | $ | 56,826 | | | $ | 55,813,787 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $55,409,094) | | | | | | | | | | | | | | | 55,813,787 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.0% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 5 | | | | 4,833 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $4,833) | | | | | | | 4,833 | |
TOTAL SHORT-TERM INVESTMENTS (COST $4,833) | | | | | | | 4,833 | |
TOTAL INVESTMENTS (COST $55,413,927) — 99.5% | | | | | | | 55,818,620 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.5% | | | | | | | 274,924 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 56,093,544 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US TREASURY 20 YEAR BOND ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.5 | % | | $ | 1,865,032 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.3 | | | | 5,867 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 3,545 | |
NET ASSETS | | | 100.0 | % | | $ | 1,874,444 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 20 Year Bond ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.5% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.5% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 4.375 | % | | | 8/15/2043 | | | $ | 1,870 | | | $ | 1,865,032 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $1,859,189) | | | | | | | | | | | | | | | 1,865,032 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.3% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 6 | | | | 5,867 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $5,867) | | | | | | | 5,867 | |
TOTAL SHORT-TERM INVESTMENTS (COST $5,867) | | | | | | | 5,867 | |
TOTAL INVESTMENTS (COST $1,865,056) — 99.8% | | | | | | | 1,870,899 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 3,545 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 1,874,444 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 30 Year BONd ETF
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2023
SECURITY TYPE/CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
| | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS | | | | | | | | |
U.S. Treasury Obligations | | | 99.8 | % | | $ | 2,776,187 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
Money Market Deposit Accounts | | | 0.0 | | | | 865 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 5,015 | |
NET ASSETS | | | 100.0 | % | | $ | 2,782,067 | |
The accompanying notes are an integral part of these financial statements.
US Treasury 30 Year Bond ETF
Schedule of Investments
August 31, 2023
| | Coupon | | | Maturity Date | | | Par (000’s) | | | Value | |
| | | | | | | | | | | | | | | | |
U.S. GOVERNMENT NOTES/BONDS — 99.8% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 99.8% | | | | | | | | | | | | | | | | |
United States Treasury Note/Bond | | | 4.125 | % | | | 8/15/2053 | | | $ | 2,814 | | | $ | 2,776,187 | |
TOTAL U.S. TREASURY OBLIGATIONS (COST $2,737,494) | | | | | | | | | | | | | | | 2,776,187 | |
| | Number of shares (000’s) | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.0% | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNTS — 0.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 5.20% (a) | | | 1 | | | | 865 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (COST $865) | | | | | | | 865 | |
TOTAL SHORT-TERM INVESTMENTS (COST $865) | | | | | | | 865 | |
TOTAL INVESTMENTS (COST $2,738,359) — 99.8% | | | | | | | 2,777,052 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 5,015 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 2,782,067 | |
(a) | The rate shown is as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Assets and Liabilities
August 31, 2023
| | US Treasury 3 Month Bill ETF | | | US Treasury 6 Month Bill ETF | | | US Treasury 12 Month Bill ETF | | | US Treasury 2 Year Note ETF | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities of unaffiliated issuers, at value (cost $—, $—, $—, and $303,915,683, respectively) | | $ | — | | | $ | — | | | $ | — | | | $ | 304,129,778 | |
Short-term investments, at value (cost $1,776,763,356, $311,325,736, $126,361,430, and $1,209,523, respectively) | | | 1,776,753,475 | | | | 311,346,030 | | | | 126,296,721 | | | | 1,209,523 | |
Receivables for: | | | | | | | | | | | | | | | | |
Capital shares sold | | | 25,529,937 | | | | 3,509,219 | | | | — | | | | — | |
Interest | | | 3,780 | | | | 653 | | | | 149 | | | | 42,399 | |
Investments sold | | | — | | | | 548 | | | | — | | | | — | |
Total assets | | | 1,802,287,192 | | | | 314,856,450 | | | | 126,296,870 | | | | 305,381,700 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | | | | | |
Investments purchased | | | 25,513,576 | | | | 3,504,477 | | | | — | | | | — | |
Advisory fees | | | 190,307 | | | | 33,563 | | | | 14,977 | | | | 39,425 | |
Total liabilities | | | 25,703,883 | | | | 3,538,040 | | | | 14,977 | | | | 39,425 | |
Net assets | | $ | 1,776,583,309 | | | $ | 311,318,410 | | | $ | 126,281,893 | | | $ | 305,342,275 | |
| | | | | | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 35,490 | | | $ | 6,210 | | | $ | 2,530 | | | $ | 6,340 | |
Paid-in capital | | | 1,772,582,770 | | | | 310,825,755 | | | | 126,962,031 | | | | 315,047,234 | |
Total distributable earnings/(losses) | | | 3,965,049 | | | | 486,445 | | | | (682,668 | ) | | | (9,711,299 | ) |
Net assets | | $ | 1,776,583,309 | | | $ | 311,318,410 | | | $ | 126,281,893 | | | $ | 305,342,275 | |
| | | | | | | | | | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 35,490,000 | | | | 6,210,000 | | | | 2,530,000 | | | | 6,340,000 | |
Net asset value and redemption price per share | | $ | 50.06 | | | $ | 50.13 | | | $ | 49.91 | | | $ | 48.16 | |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Assets and Liabilities (CONTINUED)
August 31, 2023
| | US Treasury 3 Year Note ETF | | | US Treasury 5 Year Note ETF | | | US Treasury 7 Year Note ETF | | | US Treasury 10 Year Note ETF | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities of unaffiliated issuers, at value (cost $1,463,106, $4,349,611, $957,508, and $55,409,094, respectively) | | $ | 1,467,321 | | | $ | 4,356,725 | | | $ | 958,938 | | | $ | 55,813,787 | |
Short-term investments, at value (cost $448, $15,079, $3,888 and $4,833, respectively) | | | 448 | | | | 15,079 | | | | 3,888 | | | | 4,833 | |
Receivables for: | | | | | | | | | | | | | | | | |
Capital shares sold | | | — | | | | — | | | | — | | | | 3,116,295 | |
Interest | | | 2,982 | | | | 529 | | | | 111 | | | | 101,792 | |
Investments sold | | | — | | | | — | | | | — | | | | 487 | |
Total assets | | | 1,470,751 | | | | 4,372,333 | | | | 962,937 | | | | 59,037,194 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | | | | | |
Investments purchased | | | — | | | | — | | | | — | | | | 2,937,467 | |
Advisory fees | | | 187 | | | | 471 | | | | 122 | | | | 6,183 | |
Total liabilities | | | 187 | | | | 471 | | | | 122 | | | | 2,943,650 | |
Net assets | | $ | 1,470,564 | | | $ | 4,371,862 | | | $ | 962,815 | | | $ | 56,093,544 | |
| | | | | | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 30 | | | $ | 90 | | | $ | 20 | | | $ | 1,260 | |
Paid-in capital | | | 1,509,260 | | | | 4,431,201 | | | | 1,017,259 | | | | 58,482,487 | |
Total distributable earnings/(losses) | | | (38,726 | ) | | | (59,429 | ) | | | (54,464 | ) | | | (2,390,203 | ) |
Net assets | | $ | 1,470,564 | | | $ | 4,371,862 | | | $ | 962,815 | | | $ | 56,093,544 | |
| | | | | | | | | | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 30,000 | | | | 90,000 | | | | 20,000 | | | | 1,260,000 | |
Net asset value and redemption price per share | | $ | 49.02 | | | $ | 48.58 | | | $ | 48.14 | | | $ | 44.52 | |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Assets and Liabilities (CONTINUED)
August 31, 2023
| | US Treasury 20 Year BOND ETF | | | US Treasury 30 Year BOND ETF | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issuers, at value (cost $1,859,189 and $2,737,494, respectively) | | $ | 1,865,032 | | | $ | 2,776,187 | |
Short-term investments, at value (cost $5,867 and $865, respectively) | | | 5,867 | | | | 865 | |
Receivables for: | | | | | | | | |
Capital shares sold | | | — | | | | — | |
Interest | | | 3,782 | | | | 5,365 | |
Investments sold | | | — | | | | — | |
Total assets | | | 1,874,681 | | | | 2,782,417 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Investments purchased | | | — | | | | — | |
Advisory fees | | | 237 | | | | 350 | |
Total liabilities | | | 237 | | | | 350 | |
Net assets | | $ | 1,874,444 | | | $ | 2,782,067 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 40 | | | $ | 60 | |
Paid-in capital | | | 1,973,726 | | | | 2,978,640 | |
Total distributable earnings/(losses) | | | (99,322 | ) | | | (196,633 | ) |
Net assets | | $ | 1,874,444 | | | $ | 2,782,067 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 40,000 | | | | 60,000 | |
Net asset value and redemption price per share | | $ | 46.86 | | | $ | 46.37 | |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Operations
FOR THE YEAR OR Period ENDED August 31, 2023
| | US Treasury 3 Month Bill ETF | | | US Treasury 6 Month Bill ETF(1) | | | US Treasury 12 Month Bill ETF(2) | | | US Treasury 2 Year Note ETF | |
INVESTMENT INCOME | | | | | | | | | | | | | | | | |
Interest income | | $ | 28,983,041 | | | $ | 3,565,286 | | | $ | 2,638,783 | | | $ | 10,339,031 | |
Total investment income | | | 28,983,041 | | | | 3,565,286 | | | | 2,638,783 | | | | 10,339,031 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Advisory fees (Note 3) | | | 847,161 | | | | 98,933 | | | | 77,978 | | | | 360,437 | |
Total expenses | | | 847,161 | | | | 98,933 | | | | 77,978 | | | | 360,437 | |
Net investment income/(loss) | | | 28,135,880 | | | | 3,466,353 | | | | 2,560,805 | | | | 9,978,594 | |
| | | | | | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | (636,764 | ) | | | (281,210 | ) | | | (972,406 | ) | | | (11,021,770 | ) |
Net realized gain from redemption in-kind | | | 443,251 | | | | 8,113 | | | | 412,943 | | | | 4,672,205 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (10,665 | ) | | | 20,294 | | | | (64,709 | ) | | | 219,991 | |
Net realized and unrealized gain/(loss) | | | (204,178 | ) | | | (252,803 | ) | | | (624,172 | ) | | | (6,129,574 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 27,931,702 | | | $ | 3,213,550 | | | $ | 1,936,633 | | | $ | 3,849,020 | |
(1) | Inception date of the Fund was March 6, 2023. |
(2) | Inception date of the Fund was November 14, 2022. |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Operations (CONTINUED)
FOR THE YEAR OR Period ENDED August 31, 2023
| | US Treasury 3 Year Note ETF(1) | | | US Treasury 5 Year Note ETF(1) | | | US Treasury 7 Year Note ETF(1) | | | US Treasury 10 Year Note ETF | |
INVESTMENT INCOME | | | | | | | | | | | | | | | | |
Interest income | | $ | 24,778 | | | $ | 29,686 | | | $ | 15,680 | | | $ | 787,169 | |
Total investment income | | | 24,778 | | | | 29,686 | | | | 15,680 | | | | 787,169 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Advisory fees (Note 3) | | | 927 | | | | 1,137 | | | | 635 | | | | 33,236 | |
Total expenses | | | 927 | | | | 1,137 | | | | 635 | | | | 33,236 | |
Net investment income/(loss) | | | 23,851 | | | | 28,549 | | | | 15,045 | | | | 753,933 | |
| | | | | | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | (47,163 | ) | | | (75,589 | ) | | | (59,397 | ) | | | (2,775,350 | ) |
Net realized gain/(loss) from redemption in-kind | | | 8,155 | | | | 11,194 | | | | 12,227 | | | | (932,705 | ) |
Net change in unrealized appreciation on investments | | | 4,215 | | | | 7,114 | | | | 1,429 | | | | 906,748 | |
Net realized and unrealized gain/(loss) | | | (34,793 | ) | | | (57,281 | ) | | | (45,741 | ) | | | (2,801,307 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (10,942 | ) | | $ | (28,732 | ) | | $ | (30,696 | ) | | $ | (2,047,374 | ) |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Benchmark Series
Statements of Operations (CONTINUED)
FOR THE Period ENDED August 31, 2023
| | US Treasury 20 Year Bond ETF(1) | | | US Treasury 30 Year Bond ETF(1) | |
INVESTMENT INCOME | | | | | | | | |
Interest income | | $ | 21,467 | | | $ | 37,226 | |
Total investment income | | | 21,467 | | | | 37,226 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 801 | | | | 1,443 | |
Total expenses | | | 801 | | | | 1,443 | |
Net investment income/(loss) | | | 20,666 | | | | 35,783 | |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from investments | | | (110,655 | ) | | | (241,154 | ) |
Net realized gain from redemption in-kind | | | — | | | | — | |
Net change in unrealized appreciation on investments | | | 5,844 | | | | 38,693 | |
Net realized and unrealized gain/(loss) | | | (104,811 | ) | | | (202,461 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (84,145 | ) | | $ | (166,678 | ) |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 3 Month Bill ETF
Statements of Changes in Net Assets
| | For the YEAR Ended August 31, 2023 | | | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 28,135,880 | | | $ | 54,238 | |
Net realized gain/(loss) from investments | | | (193,513 | ) | | | (19,200 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (10,665 | ) | | | 784 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | 27,931,702 | | | | 35,822 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (23,559,224 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (23,559,224 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 2,413,134,681 | | | | 38,808,130 | |
Shares redeemed | | | (679,767,752 | ) | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 1,733,366,929 | | | | 38,808,080 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 1,737,739,407 | | | | 38,843,902 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 38,843,902 | | | $ | — | |
End of period | | $ | 1,776,583,309 | | | $ | 38,843,902 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 48,300,000 | | | | 780,001 | |
Shares redeemed | | | (13,590,000 | ) | | | (1 | ) |
Net increase/(decrease) in shares | | | 34,710,000 | | | | 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 6 Month Bill ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 3,466,353 | |
Net realized gain/(loss) from investments | | | (273,097 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 20,294 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | 3,213,550 | |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (2,720,580 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,720,580 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 353,006,880 | |
Shares redeemed | | | (42,181,440 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 310,825,440 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 311,318,410 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 311,318,410 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 7,050,000 | |
Shares redeemed | | | (840,000 | ) |
Net increase/(decrease) in shares | | | 6,210,000 | |
(1) | Inception date of the Fund was March 6, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 12 Month Bill ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 2,560,805 | |
Net realized gain/(loss) from investments | | | (559,463 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (64,709 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | 1,936,633 | |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (2,206,389 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,206,389 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 208,609,456 | |
Shares redeemed | | | (82,057,807 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 126,551,649 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 126,281,893 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 126,281,893 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 4,160,000 | |
Shares redeemed | | | (1,630,000 | ) |
Net increase/(decrease) in shares | | | 2,530,000.00 | |
(1) | Inception date of the Fund was November 14, 2022. |
The accompanying notes are an integral part of these financial statements.
US Treasury 2 Year Note ETF
Statements of Changes in Net Assets
| | For the YEAR Ended August 31, 2023 | | | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 9,978,594 | | | $ | 17,647 | |
Net realized gain/(loss) from investments | | | (6,349,565 | ) | | | (41,291 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 219,991 | | | | (5,896 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | 3,849,020 | | | | (29,540 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (9,134,861 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (9,134,861 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 949,817,059 | | | | 17,936,161 | |
Shares redeemed | | | (657,095,514 | ) | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 292,721,545 | | | | 17,936,111 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 287,435,704 | | | | 17,906,571 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 17,906,571 | | | $ | — | |
End of period | | $ | 305,342,275 | | | $ | 17,906,571 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 19,390,000 | | | | 360,001 | |
Shares redeemed | | | (13,410,000 | ) | | | (1 | ) |
Net increase/(decrease) in shares | | | 5,980,000 | | | | 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 Year Note ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 23,851 | |
Net realized gain/(loss) from investments | | | (39,008 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 4,215 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (10,942 | ) |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (19,629 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (19,629 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 3,006,457 | |
Shares redeemed | | | (1,505,322 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 1,501,135 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 1,470,564 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 1,470,564 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 60,000 | |
Shares redeemed | | | (30,000 | ) |
Net increase/(decrease) in shares | | | 30,000 | |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 5 Year Note ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 28,549 | |
Net realized gain/(loss) from investments | | | (64,395 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 7,114 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (28,732 | ) |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (19,503 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (19,503 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 5,428,657 | |
Shares redeemed | | | (1,008,560 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 4,420,097 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 4,371,862 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 4,371,862 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 110,000 | |
Shares redeemed | | | (20,000 | ) |
Net increase/(decrease) in shares | | | 90,000 | |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 7 Year Note ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 15,045 | |
Net realized gain/(loss) from investments | | | (47,170 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 1,429 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (30,696 | ) |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (11,541 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (11,541 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 2,014,762 | |
Shares redeemed | | | (1,009,710 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 1,005,052 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 962,815 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 962,815 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 40,000 | |
Shares redeemed | | | (20,000 | ) |
Net increase/(decrease) in shares | | | 20,000 | |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 10 Year Note ETF
Statements of Changes in Net Assets
| | For the YEAR Ended August 31, 2023 | | | FOR THE Period ENDED AUGUST 31, 2022(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 753,933 | | | $ | 33,043 | |
Net realized gain/(loss) from investments | | | (3,708,055 | ) | | | (137,849 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 906,748 | | | | (502,055 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (2,047,374 | ) | | | (606,861 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (679,725 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (679,725 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 82,290,461 | | | | 20,940,800 | |
Shares redeemed | | | (43,803,707 | ) | | | (50 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 38,486,754 | | | | 20,940,750 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 35,759,655 | | | | 20,333,889 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 20,333,889 | | | $ | — | |
End of period | | $ | 56,093,544 | | | $ | 20,333,889 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,790,000 | | | | 420,001 | |
Shares redeemed | | | (950,000 | ) | | | (1 | ) |
Net increase/(decrease) in shares | | | 840,000 | | | | 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 20 Year Bond ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 20,666 | |
Net realized gain/(loss) from investments | | | (110,655 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 5,844 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (84,145 | ) |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (15,177 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (15,177 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 1,973,766 | |
Shares redeemed | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 1,973,766 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 1,874,444 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 1,874,444 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 40,000 | |
Shares redeemed | | | — | |
Net increase/(decrease) in shares | | | 40,000 | |
(1) | Inception date of the Fund was March 27, 2023. |
The accompanying notes are an integral part of these financial statements.
US Treasury 30 Year Bond ETF
Statement of Changes in Net Assets
| | For the Period Ended August 31, 2023(1) | |
INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | | |
Net investment income/(loss) | | $ | 35,783 | |
Net realized gain/(loss) from investments | | | (241,154 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 38,693 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | | (166,678 | ) |
| | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | |
Total distributable earnings | | | (29,955 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (29,955 | ) |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 2,978,700 | |
Shares redeemed | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 2,978,700 | |
TOTAL INCREASE/(DECREASE) IN NET ASSETS | | | 2,782,067 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | $ | — | |
End of period | | $ | 2,782,067 | |
| | | | |
SHARE TRANSACTIONS: | | | | |
Shares sold | | | 60,000 | |
Shares redeemed | | | — | |
Net increase/(decrease) in shares | | | 60,000 | |
(1) | Inception date of the Fund was March 27, 2023. |
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 respective periods. This information has been derived from information provided in the financial statements.
| | FOR THE YEAR ENDED AUGUST 31, | | | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2023 | | | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 49.80 | | | $ | 49.75 | |
Net investment income/(loss)(2) | | | 2.49 | | | | 0.09 | |
Net realized and unrealized gain/(loss) from investments | | | (0.29 | ) | | | (0.04 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.20 | | | | 0.05 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (1.94 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.94 | ) | | | — | |
Net asset value, end of period | | $ | 50.06 | | | $ | 49.80 | |
Market value, end of period | | $ | 50.10 | | | $ | 49.81 | |
Total investment return/(loss) on net asset value(3) | | | 4.50 | % | | | 0.10 | %(5) |
Total investment return/(loss) on market price(4) | | | 4.56 | % | | | 0.12 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,776,583 | | | $ | 38,844 | |
Ratio of expenses to average net assets | | | 0.15 | % | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 4.98 | % | | | 2.61 | %(6) |
Portfolio turnover rate | | | 0 | % | | | 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 Treasury 6 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 1.28 | |
Net realized and unrealized gain/(loss) from investments | | | (0.12 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.16 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (1.03 | ) |
Total dividends and distributions to shareholders | | | (1.03 | ) |
Net asset value, end of period | | $ | 50.13 | |
Market value, end of period | | $ | 50.17 | |
Total investment return/(loss) on net asset value(3) | | | 2.35 | %(5) |
Total investment return/(loss) on market price(4) | | | 2.42 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 311,318 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 5.26 | %(6) |
Portfolio turnover rate | | | 0 | %(5) |
(1) | Inception date of the Fund was March 6, 2023. |
(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 12 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.07 | |
Net investment income/(loss)(2) | | | 1.96 | |
Net realized and unrealized gain/(loss) from investments | | | (0.48 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.48 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (1.64 | ) |
Total dividends and distributions to shareholders | | | (1.64 | ) |
Net asset value, end of period | | $ | 49.91 | |
Market value, end of period | | $ | 49.94 | |
Total investment return/(loss) on net asset value(3) | | | 3.01 | %(5) |
Total investment return/(loss) on market price(4) | | | 3.08 | %(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 126,282 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 4.93 | %(6) |
Portfolio turnover rate | | | 0 | %(5) |
(1) | Inception date of the Fund was November 14, 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 respective periods. This information has been derived from information provided in the financial statements.
| | FOR THE YEAR ENDED AUGUST 31, | | | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2023 | | | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 49.74 | | | $ | 49.84 | |
Net investment income/(loss)(2) | | | 2.02 | | | | 0.11 | |
Net realized and unrealized gain/(loss) from investments | | | (1.84 | ) | | | (0.21 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.18 | | | | (0.10 | ) |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (1.76 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.76 | ) | | | — | |
Net asset value, end of period | | $ | 48.16 | | | $ | 49.74 | |
Market value, end of period | | $ | 48.19 | | | $ | 49.74 | |
Total investment return/(loss) on net asset value(3) | | | 0.38 | % | | | (0.20 | )%(5) |
Total investment return/(loss) on market price(4) | | | 0.44 | % | | | (0.20 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 305,342 | | | $ | 17,907 | |
Ratio of expenses to average net assets | | | 0.15 | % | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 4.15 | % | | | 3.54 | %(6) |
Portfolio turnover rate | | | 1,048 | % | | | 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 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 0.82 | |
Net realized and unrealized gain/(loss) from investments | | | (1.15 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (0.33 | ) |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.65 | ) |
Total dividends and distributions to shareholders | | | (0.65 | ) |
Net asset value, end of period | | $ | 49.02 | |
Market value, end of period | | $ | 49.04 | |
Total investment return/(loss) on net asset value(3) | | | (0.66 | )%(5) |
Total investment return/(loss) on market price(4) | | | (0.62 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,471 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.86 | %(6) |
Portfolio turnover rate | | | 422 | %(5) |
(1) | Inception date of the Fund was March 27, 2023. |
(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 5 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 0.79 | |
Net realized and unrealized gain/(loss) from investments | | | (1.63 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (0.84 | ) |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.58 | ) |
Total dividends and distributions to shareholders | | | (0.58 | ) |
Net asset value, end of period | | $ | 48.58 | |
Market value, end of period | | $ | 48.61 | |
Total investment return/(loss) on net asset value(3) | | | (1.69 | )%(5) |
Total investment return/(loss) on market price(4) | | | (1.62 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 4,372 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.77 | %(6) |
Portfolio turnover rate | | | 548 | %(5) |
(1) | Inception date of the Fund was March 27, 2023. |
(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 7 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 0.75 | |
Net realized and unrealized gain/(loss) from investments | | | (2.03 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (1.28 | ) |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.58 | ) |
Total dividends and distributions to shareholders | | | (0.58 | ) |
Net asset value, end of period | | $ | 48.14 | |
Market value, end of period | | $ | 48.16 | |
Total investment return/(loss) on net asset value(3) | | | (2.58 | )%(5) |
Total investment return/(loss) on market price(4) | | | (2.55 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 963 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.55 | %(6) |
Portfolio turnover rate | | | 497 | %(5) |
(1) | Inception date of the Fund was March 27, 2023. |
(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 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 respective periods. This information has been derived from information provided in the financial statements.
| | FOR THE YEAR ENDED AUGUST 31, | | | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2023 | | | 2022(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 48.41 | | | $ | 49.91 | |
Net investment income/(loss)(2) | | | 1.55 | | | | 0.09 | |
Net realized and unrealized gain/(loss) from investments | | | (3.88 | ) | | | (1.59 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (2.33 | ) | | | (1.50 | ) |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (1.56 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.56 | ) | | | — | |
Net asset value, end of period | | $ | 44.52 | | | $ | 48.41 | |
Market value, end of period | | $ | 44.55 | | | $ | 48.26 | |
Total investment return/(loss) on net asset value(3) | | | (4.87 | )% | | | (3.00 | )%(5) |
Total investment return/(loss) on market price(4) | | | (4.49 | )% | | | (3.31 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 56,094 | | | $ | 20,334 | |
Ratio of expenses to average net assets | | | 0.15 | % | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.40 | % | | | 2.77 | %(6) |
Portfolio turnover rate | | | 289 | % | | | 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 20 Year Bond 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 0.81 | |
Net realized and unrealized gain/(loss) from investments | | | (3.34 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (2.53 | ) |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.61 | ) |
Total dividends and distributions to shareholders | | | (0.61 | ) |
Net asset value, end of period | | $ | 46.86 | |
Market value, end of period | | $ | 46.89 | |
Total investment return/(loss) on net asset value(3) | | | (5.10 | )%(5) |
Total investment return/(loss) on market price(4) | | | (5.04 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,874 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.87 | %(6) |
Portfolio turnover rate | | | 219 | %(5) |
(1) | Inception date of the Fund was March 27, 2023. |
(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 30 Year Bond 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, | |
| | 2023(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 50.00 | |
Net investment income/(loss)(2) | | | 0.77 | |
Net realized and unrealized gain/(loss) from investments | | | (3.83 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (3.06 | ) |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | (0.57 | ) |
Total dividends and distributions to shareholders | | | (0.57 | ) |
Net asset value, end of period | | $ | 46.37 | |
Market value, end of period | | $ | 46.38 | |
Total investment return/(loss) on net asset value(3) | | | (6.17 | )%(5) |
Total investment return/(loss) on market price(4) | | | (6.12 | )%(5) |
RATIOS/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,782 | |
Ratio of expenses to average net assets | | | 0.15 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.72 | %(6) |
Portfolio turnover rate | | | 180 | %(5) |
(1) | Inception date of the Fund was March 27, 2023. |
(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, 2023
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 fifty-three separate investment portfolios, including the US Treasury 3 Month Bill ETF, the US Treasury 6 Month Bill ETF, the US Treasury 12 Month Bill ETF, the US Treasury 2 Year Note ETF, the US Treasury 3 Year Note ETF, the US Treasury 5 Year Note ETF, the US Treasury 7 Year Note ETF, the US Treasury 10 Year Note ETF, the US Treasury 20 Year Bond ETF, and the US Treasury 30 Year Bond ETF (each a “Fund” and together the “Funds”). The US Treasury 10 Year Note ETF, the US Treasury 2 Year Note ETF and the US Treasury 3 Month Bill ETF commenced investment operations on August 8, 2022. The US Treasury 12 Month Bill ETF commenced investment operations on November 14, 2022. The US Treasury 6 Month Bill ETF commenced investment operations on March 6, 2023. The US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF commenced investment operations on March 27, 2023.
RBB has authorized capital of one hundred billion shares of common stock of which 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the US Treasury 3 Month Bill ETF, the US Treasury 6 Month Bill ETF, the US Treasury 12 Month Bill ETF, the US Treasury 2 Year Note ETF, the US Treasury 3 Year Note ETF, the US Treasury 5 Year Note ETF, the US Treasury 7 Year Note ETF, the US Treasury 10 Year Note ETF, the US Treasury 20 Year Bond ETF, and the US Treasury 30 Year Bond 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 US 3-Month Treasury Bill Index, the ICE BofA US 6-Month Treasury Bill Index, the ICE BofA US 12-Month Treasury Bill Index, the ICE BofA Current 2-Year US Treasury Index, the ICE BofA Current 3-Year US Treasury Index, the ICE BofA Current 5-Year US Treasury Index, the ICE BofA Current 7-Year US Treasury Index, the ICE BofA Current 10-Year US Treasury Index, the ICE BofA Current 20-Year US Treasury Index, the ICE BofA Current 30-Year US Treasury 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, 2023, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2023 (the “current fiscal period”). For the US Treasury 6 Month Bill ETF, the period covered by these Notes to Financial Statements is the since inception period from March 6, 2023 through August 31, 2023 (the “current fiscal period”). For the US Treasury 12 Month Bill ETF, the period covered by these Notes to Financial Statements is the since inception period from November 14, 2022 through August 31, 2023 (the “current fiscal period”). For the US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF, the period covered by these Notes to Financial Statements is the since inception period from March 27, 2023 through August 31, 2023 (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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated F/m Investments, LLC d/b/a North Slope Capital, LLC (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 TREASURY 3 MONTH BILL ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 1,776,753,475 | | | $ | 7,730,318 | | | $ | 1,769,023,157 | | | $ | — | |
Total Investments* | | $ | 1,776,753,475 | | | $ | 7,730,318 | | | $ | 1,769,023,157 | | | $ | — | |
US TREASURY 6 MONTH BILL ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 311,346,030 | | | $ | 1,476,366 | | | $ | 309,869,664 | | | $ | — | |
Total Investments* | | $ | 311,346,030 | | | $ | 1,476,366 | | | $ | 309,869,664 | | | $ | — | |
US TREASURY 12 MONTH BILL ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 126,296,721 | | | $ | 570,620 | | | $ | 125,726,101 | | | $ | — | |
Total Investments* | | $ | 126,296,721 | | | $ | 570,620 | | | $ | 125,726,101 | | | $ | — | |
US TREASURY 2 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 304,129,778 | | | $ | — | | | $ | 304,129,778 | | | $ | — | |
Short-Term Investments | | $ | 1,209,523 | | | $ | 1,209,523 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 305,339,301 | | | $ | 1,209,523 | | | $ | 304,129,778 | | | $ | — | |
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
US TREASURY 3 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 1,467,321 | | | $ | — | | | $ | 1,467,321 | | | $ | — | |
Short-Term Investments | | $ | 448 | | | $ | 448 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 1,467,769 | | | $ | 448 | | | $ | 1,467,321 | | | $ | — | |
US TREASURY 5 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 4,356,725 | | | $ | — | | | $ | 4,356,725 | | | $ | — | |
Short-Term Investments | | $ | 15,079 | | | $ | 15,079 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 4,371,804 | | | $ | 15,079 | | | $ | 4,356,725 | | | $ | — | |
US TREASURY 7 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 958,938 | | | $ | — | | | $ | 958,938 | | | $ | — | |
Short-Term Investments | | $ | 3,888 | | | $ | 3,888 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 962,826 | | | $ | 3,888 | | | $ | 958,938 | | | $ | — | |
US TREASURY 10 YEAR NOTE ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 55,813,787 | | | $ | — | | | $ | 55,813,787 | | | $ | — | |
Short-Term Investments | | $ | 4,833 | | | $ | 4,833 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 55,818,620 | | | $ | 4,833 | | | $ | 55,813,787 | | | $ | �� | |
US TREASURY 20 YEAR BOND ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 1,865,032 | | | $ | — | | | $ | 1,865,032 | | | $ | — | |
Short-Term Investments | | $ | 5,867 | | | $ | 5,867 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 1,870,899 | | | $ | 5,867 | | | $ | 1,865,032 | | | $ | — | |
US TREASURY 30 YEAR BOND ETF | | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
U.S. Government Notes/Bonds | | $ | 2,776,187 | | | $ | — | | | $ | 2,776,187 | | | $ | — | |
Short-Term Investments | | $ | 865 | | | $ | 865 | | | $ | — | | | $ | — | |
Total Investments* | | $ | 2,777,052 | | | $ | 865 | | | $ | 2,776,187 | | | $ | — | |
* | 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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only if a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers in and out of each level is disclosed when a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
The Funds did not have any significant Level 3 transfers during the current fiscal period.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Certain expenses are shared with The RBB Fund 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.
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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
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 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. The SEC has adopted revisions to the rules permitting funds to invest in other investment companies in excess of the limits described above. While Rule 12d1-4 permits more types of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures. Rule 12d1-4 went into effect on January 19, 2021. The rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022. These regulatory changes may adversely impact a Fund’s investment strategies and operations.
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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
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.
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.
Reverse Repurchase Agreement - Reverse repurchase agreements are a form of secured borrowing and subject a Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding shares. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of a Fund’s outstanding shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all.
When a Fund enters into a reverse repurchase agreement, it is subject to the risk that the buyer under the agreement may file for bankruptcy, become insolvent or otherwise default on its obligations to the Fund. In the event of a default by the counterparty, there may be delays, costs and risks of loss involved in a Fund’s exercising its rights under the agreement, or those rights may be limited by other contractual agreements or obligations or by applicable law. Such an insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased. A Fund could lose money if it is unable to recover the securities or if the value of investments made by the Fund using the proceeds of the transaction is less than the value of securities. When a Fund enters into a reverse repurchase agreement, it must identify on its books cash or liquid assets that have a value equal to or greater than the repurchase price.
3. INVESTMENT ADVISER AND OTHER SERVICES
Each Fund pays all of its expenses other than those expressly assumed by 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 Diffractive Managers Group, LLC, a Delaware limited liability company, and EQSF Holdings, LLC, a Delaware limited liability company owned by three officers of the Company. Prior
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
to January 31, 2023, the Adviser was controlled by F/m Acceleration, LLC. Diffractive Managers Group, LLC acquired all of the assets and liabilities of F/m Acceleration, LLC on January 31, 2023. Effective with the acquisition, the prior Investment Advisory Agreement was terminated and an interim Investment Advisory Agreement became effective until May 19, 2023 when the new Investment Advisory Agreement became effective. The interim Investment Advisory Agreement and new Investment Advisory Agreement were materially identical to the prior Investment Advisory Agreement. 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 3 Month Bill ETF | | $ | 847,161 | |
US Treasury 6 Month Bill ETF | | | 98,933 | |
US Treasury 12 Month Bill ETF | | | 77,978 | |
US Treasury 2 Year Note ETF | | | 360,437 | |
US Treasury 3 Year Note ETF | | | 927 | |
US Treasury 5 Year Note ETF | | | 1,137 | |
US Treasury 7 Year Note ETF | | | 635 | |
US Treasury 10 Year Note ETF | | | 33,236 | |
US Treasury 20 Year Bond ETF | | | 801 | |
US Treasury 30 Year Bond ETF | | | 1,443 | |
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.
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. 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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
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 3 Month Bill ETF | | $ | — | | | $ | — | |
US Treasury 6 Month Bill ETF | | | — | | | | — | |
US Treasury 12 Month Bill ETF | | | — | | | | — | |
US Treasury 2 Year Note ETF | | | 3,027,188,058 | | | | 2,435,326,671 | |
US Treasury 3 Year Note ETF | | | 8,411,105 | | | | 5,906,371 | |
US Treasury 5 Year Note ETF | | | 14,655,251 | | | | 10,699,421 | |
US Treasury 7 Year Note ETF | | | 6,887,143 | | | | 4,876,460 | |
US Treasury 10 Year Note ETF | | | 102,741,137 | | | | 67,611,643 | |
US Treasury 20 Year Bond ETF | | | 3,831,508 | | | | 2,826,073 | |
US Treasury 30 Year Bond ETF | | | 6,700,701 | | | | 4,224,054 | |
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 3 Month Bill ETF | | $ | — | | | $ | — | |
US Treasury 6 Month Bill ETF | | | — | | | | — | |
US Treasury 12 Month Bill ETF | | | — | | | | — | |
US Treasury 2 Year Note ETF | | | 355,196,154 | | | | 654,763,018 | |
US Treasury 3 Year Note ETF | | | 498,110 | | | | 1,500,107 | |
US Treasury 5 Year Note ETF | | | 1,462,320 | | | | 1,004,095 | |
US Treasury 7 Year Note ETF | | | — | | | | 1,005,878 | |
US Treasury 10 Year Note ETF | | | 46,641,455 | | | | 43,455,360 | |
US Treasury 20 Year Bond ETF | | | 964,408 | | | | — | |
US Treasury 30 Year Bond ETF | | | 502,001 | | | | — | |
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.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
As of August 31, 2023, 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 3 Month Bill ETF | | $ | 1,776,763,356 | | | $ | 771 | | | $ | (10,652 | ) | | $ | (9,881 | ) |
US Treasury 6 Month Bill ETF | | | 311,325,736 | | | | 20,339 | | | | (45 | ) | | | 20,294 | |
US Treasury 12 Month Bill ETF | | | 126,361,430 | | | | 782 | | | | (65,491 | ) | | | (64,709 | ) |
US Treasury 2 Year Note ETF | | | 305,125,206 | | | | 214,095 | | | | — | | | | 214,095 | |
US Treasury 3 Year Note ETF | | | 1,463,554 | | | | 4,215 | | | | — | | | | 4,215 | |
US Treasury 5 Year Note ETF | | | 4,364,690 | | | | 7,114 | | | | — | | | | 7,114 | |
US Treasury 7 Year Note ETF | | | 961,396 | | | | 1,430 | | | | — | | | | 1,430 | |
US Treasury 10 Year Note ETF | | | 55,413,927 | | | | 404,987 | | | | (294 | ) | | | 404,693 | |
US Treasury 20 Year Bond ETF | | | 1,865,056 | | | | 5,843 | | | | — | | | | 5,843 | |
US Treasury 30 Year Bond ETF | | | 2,738,359 | | | | 38,693 | | | | — | | | | 38,693 | |
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, 2023, there were permanent differences related to redemptions in-kind between distributable earnings/(loss) and paid-in capital, respectively for the following funds:
FUND | | Distributable Earnings/(Loss) | | | Paid-In-Capital | |
US Treasury 3 Month Bill ETF | | $ | (443,251 | ) | | $ | 443,251 | |
US Treasury 6 Month Bill ETF | | | (6,525 | ) | | | 6,525 | |
US Treasury 12 Month Bill ETF | | | (412,912 | ) | | | 412,912 | |
US Treasury 2 Year Note ETF | | | (4,395,918 | ) | | | 4,395,918 | |
US Treasury 3 Year Note ETF | | | (8,155 | ) | | | 8,155 | |
US Treasury 5 Year Note ETF | | | (11,194 | ) | | | 11,194 | |
US Treasury 7 Year Note ETF | | | (12,227 | ) | | | 12,227 | |
US Treasury 10 Year Note ETF | | | 943,757 | | | | (943,757 | ) |
US Treasury 20 Year Bond ETF | | | — | | | | — | |
US Treasury 30 Year Bond ETF | | | — | | | | — | |
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
As of August 31, 2023, 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 3 Month Bill ETF | | $ | 4,630,894 | | | $ | — | | | $ | (9,881 | ) | | $ | (655,964 | ) | | $ | — | |
US Treasury 6 Month Bill ETF | | | 745,773 | | | | — | | | | 20,294 | | | | (279,622 | ) | | | — | |
US Treasury 12 Month Bill ETF | | | 354,416 | | | | — | | | | (64,709 | ) | | | (972,375 | ) | | | — | |
US Treasury 2 Year Note ETF | | | 861,380 | | | | — | | | | 214,095 | | | | (10,786,774 | ) | | | — | |
US Treasury 3 Year Note ETF | | | 4,222 | | | | — | | | | 4,215 | | | | (47,163 | ) | | | — | |
US Treasury 5 Year Note ETF | | | 9,046 | | | | — | | | | 7,114 | | | | (75,589 | ) | | | — | |
US Treasury 7 Year Note ETF | | | 3,503 | | | | — | | | | 1,430 | | | | (59,397 | ) | | | — | |
US Treasury 10 Year Note ETF | | | 107,251 | | | | — | | | | 404,693 | | | | (2,902,147 | ) | | | — | |
US Treasury 20 Year Bond ETF | | | 5,490 | | | | — | | | | 5,843 | | | | (110,655 | ) | | | — | |
US Treasury 30 Year Bond ETF | | | 5,828 | | | | — | | | | 38,693 | | | | (241,154 | ) | | | — | |
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.
During the fiscal year ended August 31, 2022 there were no dividends and distributions paid by the US Treasury 3 Month Bill ETF, the US Treasury 2 Year Note ETF, and the US Treasury 10 Year Note ETF.
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2023 was as follows:
FUND | | Ordinary Income | | | Long-Term Capital Gains | |
US Treasury 3 Month Bill ETF | | $ | 23,559,224 | | | $ | — | |
US Treasury 6 Month Bill ETF | | | 2,720,580 | | | | — | |
US Treasury 12 Month Bill ETF | | | 2,206,389 | | | | — | |
US Treasury 2 Year Note ETF | | | 9,134,861 | | | | — | |
US Treasury 3 Year Note ETF | | | 19,629 | | | | — | |
US Treasury 5 Year Note ETF | | | 19,503 | | | | — | |
US Treasury 7 Year Note ETF | | | 11,541 | | | | — | |
US Treasury 10 Year Note ETF | | | 679,725 | | | | — | |
US Treasury 20 Year Bond ETF | | | 15,177 | | | | — | |
US Treasury 30 Year Bond ETF | | | 29,955 | | | | — | |
The Funds are permitted to carry forward capital losses for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2023, the US Treasury 3 Month Bill ETF had unexpiring short-term losses of $655,964, the US Treasury 6 Month Bill ETF had unexpiring short-term losses of $279,622, the US Treasury 12 Month Bill ETF had unexpiring short-term losses of $972,375, the US Treasury 2 Year Note ETF had unexpiring short-term losses of $10,786,774, the US Treasury 3 Year Note ETF had unexpiring short-term losses of $47,163, the US Treasury 5 Year Note ETF had unexpiring short-term losses of $75,589, the US Treasury 7 Year Note ETF had unexpiring short-term losses of $59,397, the US Treasury 10 Year Note ETF had unexpiring short-term losses of $2,902,147, the US Treasury 20 Year Bond ETF had unexpiring short-term losses of $110,655, and the US Treasury 30 Year Bond ETF had unexpiring short-term losses of $241,154.
US Benchmark Series
Notes to Financial Statements (continued)
August 31, 2023
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.
7. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
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.
In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.
In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.
US Benchmark Series
Notes to Financial Statements (CONCLUDED)
August 31, 2023
8. SUBSEQUENT EVENTS
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued.
Subsequent to August 31, 2023, the Funds paid the following distributions:
Fund | Record Date | Ex-Date | Pay Date | Distribution Rate Per Share |
US Treasury 3 Month Bill ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.22040116 |
US Treasury 6 Month Bill ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.22356287 |
US Treasury 12 Month Bill ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.21512366 |
US Treasury 2 Year Note ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.18470917 |
US Treasury 3 Year Note ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.17488333 |
US Treasury 5 Year Note ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.16101000 |
US Treasury 7 Year Note ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.15425550 |
US Treasury 10 Year Note ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.12939584 |
US Treasury 20 Year Bond ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.14570950 |
US Treasury 30 Year Bond ETF | 9/5/2023 | 9/1/2023 | 9/6/2023 | $0.14453500 |
| | | | |
US Treasury 3 Month Bill ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.22143566 |
US Treasury 6 Month Bill ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.22481294 |
US Treasury 12 Month Bill ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.21878797 |
US Treasury 2 Year Note ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.19377771 |
US Treasury 3 Year Note ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.17601850 |
US Treasury 5 Year Note ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.16843667 |
US Treasury 7 Year Note ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.15543900 |
US Treasury 10 Year Note ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.13313739 |
US Treasury 20 Year Bond ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.15572250 |
US Treasury 30 Year Bond ETF | 10/3/2023 | 10/2/2023 | 10/4/2023 | $0.14159286 |
US Benchmark Series
Report of Independent Registered
Public Accounting Firm
To the Shareholders of US Treasury 3 Month Bill ETF, US Treasury 6 Month Bill ETF, US Treasury 12 Month Bill ETF, US Treasury 2 Year Note ETF, US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 10 Year Note ETF, US Treasury 20 Year Bond ETF, US Treasury 30 Year Bond 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 The RBB Fund, Inc. comprising the funds listed below (the “Funds”), as of August 31, 2023, the related statements of operations and changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (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, 2023, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.
Fund Name | Statements of Operations | Statement(s) of Changes in Net Assets | Financial Highlights |
US Treasury 3 Month Bill ETF, US Treasury 2 Year Note ETF, and US Treasury 10 year Note ETF | For the year ended August 31, 2023 | For the year ended August 31, 2023 and for the period from August 8, 2022 (commencement of operations) through August 31, 2022 |
US Treasury 12 Month Bill ETF | For the period from November 14, 2022 (commencement of operations) through August 31, 2023 |
US Treasury 6 Month Bill ETF | For the period from March 6, 2023 (commencement of operations) through August 31, 2023 |
US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 20 Year Bond ETF, and US Treasury 30 Year Bond ETF | For the period from March 27, 2023 (commencement of operations) through August 31, 2023 |
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 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.
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, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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 30, 2023
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, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the Funds paid ordinary income dividends, and did not pay 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 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 2024.
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)
VOTING RESULTS OF SPECIAL MEETING OF SHAREHOLDERS OF THE US TREASURY 2 YEAR NOTE ETF AND THE US TREASURY 3 MONTH BILL ETF (UNAUDITED)
A special meeting of shareholders (the “Special Meeting”) of the US Treasury 2 Year Note ETF and US Treasury 3 Month Bill ETF (this section only, each a “Fund” and together, the “Funds”), each a series of The RBB Fund, Inc. (the “Company”), was held on March 28, 2023 as adjourned to May 19, 2023. At the Special Meeting, shareholders voted on two proposals: Proposal 1 – to approve the proposed investment advisory agreement between the Company, on behalf of the US Treasury 2 Year Note ETF and Adviser, and Proposal 2 – to approve the proposed investment advisory agreement between the Company, on behalf of the US Treasury 3 Month Bill ETF and the Adviser.
The shareholders’ approval of a new investment advisory agreement for each Fund was required as a result of the change in control of the Adviser.
All Fund shareholders of record at the close of business on February 28, 2023 (the “Record Date”) were entitled to vote. As of the Record Date, the US Treasury 2 Year Note ETF had 5,840,000 shares outstanding, and the US Treasury 3 Month Bill ETF had 6,210,000 shares outstanding.
Proposal 1 – the proposed investment advisory agreement between the Company, on behalf of the US Treasury 2 Year Note ETF, and the Adviser was approved by the shareholders as follows:
Of the 2,991,148 shares present in person or by proxy, 2,444,530 shares or 81.73% voted in favor (representing 41.86% of the total outstanding shares of the Fund), 28,841 shares or 0.96% voted against (representing 0.49% of the total outstanding shares of the Fund), and 517,777 or 17.31% abstained from voting (representing 8.87% of the total outstanding shares of the Fund).
Proposal 2 – the proposed investment advisory agreement between the Company, on behalf of the US Treasury 3 Month Bill ETF, and the Adviser was approved by the shareholders as follows:
Of the 3,179,827 shares present in person or by proxy, 2,711,446 shares or 85.27% voted in favor (representing 43.66% of the total outstanding shares of the Fund), 36,696 shares or 1.15% voted against (representing 0.59% of the total outstanding shares of the Fund), and 431,685 shares or 13.58% abstained from voting (representing 6.95% of the total outstanding shares of the Fund).
Accordingly, shareholders of each Fund approved the proposed new investment advisory agreement with respect to each applicable Fund.
VOTING RESULTS OF SPECIAL MEETING OF SHAREHOLDERS OF THE US TREASURY 10 YEAR NOTE ETF AND THE US TREASURY 12 MONTH BILL ETF (UNAUDITED)
A special meeting of shareholders (the “Special Meeting”) of the US Treasury 10 Year Note ETF and US Treasury 12 Month Bill ETF (this section only, each a “Fund” and together, the “Funds”), each a series of The RBB Fund, Inc. (the “Company”), was held on March 28, 2023 as adjourned to April 18, 2023. At the Special Meeting, shareholders voted on two proposals: Proposal 1 – to approve the proposed investment advisory agreement between the Company, on behalf of the US Treasury 10 Year Note ETF and Adviser, and Proposal 2 – to approve the proposed investment advisory agreement between the Company, on behalf of the US Treasury 12 Month Bill ETF and the Adviser.
The shareholders’ approval of a new investment advisory agreement for each Fund was required as a result of the change in control of the Adviser.
All Fund shareholders of record at the close of business on February 28, 2023 (the “Record Date”) were entitled to vote. As of the Record Date, the US Treasury 10 Year Note ETF had 210,000 shares outstanding and the US Treasury 12 Month Bill ETF had 470,000 shares outstanding.
US BENCHMARK SERIES
NOTICE TO SHAREHOLDERS (Continued)
(UNAUDITED)
Proposal 1 – the proposed investment advisory agreement between the Company, on behalf of the US Treasury 10 Year Note ETF, and the Adviser was approved by the shareholders as follows:
Of the 113,326 shares present in person or by proxy, 99,831 shares or 88.09% voted in favor (representing 47.54% of the total outstanding shares of the Fund), 1,905 shares or 1.68% voted against (representing 0.91% of the total outstanding shares of the Fund), and 11,590 or 10.23% abstained from voting (representing 5.52% of the total outstanding shares of the Fund).
Proposal 2 – the proposed investment advisory agreement between the Company, on behalf of the US Treasury 12 Month Bill ETF, and the Adviser was approved by the shareholders as follows:
Of the 239,105 shares present in person or by proxy, 184,138 shares or 77.01% voted in favor (representing 39.18% of the total outstanding shares of the Fund), 4,213 shares or 1.76% voted against (representing 0.90% of the total outstanding shares of the Fund), and 50,754 shares or 21.23% abstained from voting (representing 10.80% of the total outstanding shares of the Fund).
Accordingly, shareholders of each Fund approved the proposed new investment advisory agreement with respect to each applicable Fund.
US Benchmark Series
Notice to Shareholders (Continued)
(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 filings are 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 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 August 9, 2022 to December 31, 2022 (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 exchange traded 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.
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.
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.
US Benchmark Series
Notice to Shareholders (Continued)
(Unaudited)
APPROVAL OF NEW AND INTERIM INVESTMENT ADVISORY AGREEMENTS
As required by the 1940 Act, the Board, including a majority 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 an interim advisory agreement between the Company, with respect to each Fund, and the Adviser (the “Interim Advisory Agreement”), at a meeting of the Board held on January 27, 2023 and reconvened on January 30, 2023 (the “January Meeting”) and the approval of a new investment advisory agreement between the Company, with respect to each Fund, and the Adviser (the “New Advisory Agreement” and, together with the Interim Advisory Agreement, the “Advisory Agreements”) at a meeting of the Board held on February 8-9, 2023 (collectively with the January Meeting, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Advisory Agreements. The Board’s decision to approve the Advisory Agreements reflects the exercise of its business judgment.
In considering the approval of the Advisory Agreements, the Board, with the assistance of independent counsel, considered its legal responsibilities with regard to all factors deemed to be relevant to the Funds. The Board evaluated the Advisory Agreements in light of all the materials provided prior to and during the Meeting and at other meetings that preceded the Meeting, the presentations made during the Meeting and the discussions held during the Meeting. The Directors reviewed these materials with management of Adviser and discussed the Advisory Agreements with counsel in executive sessions at which no representatives of Adviser were present. The Directors considered whether approval of the Advisory Agreements would be in the best interests of each Fund and its shareholders and the overall fairness of the Advisory Agreements. Among other things, the Directors considered information concerning: (i) the nature, extent and quality of the services provided by the Adviser to the Funds; (ii) descriptions of the experience and qualifications of the Adviser’s personnel providing those services; (iii) the Adviser’s investment philosophies and processes; (iv) the Adviser’s assets under management and client descriptions; (v) the Adviser’s management fee arrangement with the Company; (vi) the Adviser’s compliance policies and procedures; (vii) the Adviser’s financial information, insurance coverage and profitability analysis related to its provision of advisory services to the Funds; (viii) the extent to which economies of scale are relevant to the Funds; (ix) information regarding each Fund’s fees relative to other funds with similar investments and structure; and (x) information regarding the performance of each Fund relative to its benchmark index.
Nature, Extent and Quality of Services Provided to the Funds. The Directors evaluated the nature, extent and quality of the services that the Adviser would provide under the Advisory Agreements, which are the same services that the Adviser provided under the Funds’ original investment advisory agreement with the Adviser (the “Original Agreement”), on the basis of the functions that the Adviser performs, and the quality and stability of the staff committed to those functions, the Adviser’s compliance record and financial condition and its background and history in providing services to the Funds under the Original Agreement. The Directors also considered the fact that the Adviser had not experienced any significant legal, compliance or regulatory difficulties in connection with the services provided by the Adviser to the Funds. Based on the information provided and the Directors’ prior experience with the Adviser, the Directors concluded that the nature and extent of the services that the Adviser would provide under the Advisory Agreements, as well as the quality of those services, was satisfactory.
In this regard, the Directors considered representations by the Adviser that the acquisition of the Adviser’s parent company by Diffractive Managers Group, LLC (the “Acquisition”) would not lead to a reduction in the quality or scope of services provided to the Funds. The Directors took into account that there would be no change (including change to the unitary management fee structure) that would adversely impact the Adviser’s ability to provide the same quality of services as were provided in the past; that the Adviser would be sufficiently capitalized following the Acquisition to continue its operations; that there are no material litigation, or regulatory or administrative proceedings pending against the Adviser or its principal executive officers related to services that the Adviser provides to the Funds alleging violations of securities or related laws, fraudulent conduct, breach of fiduciary duty, or similar violations; that there are no pending regulatory inquiries by the SEC or other regulators involving the Adviser related to services that the Adviser provides to the Funds; that there are no material compliance issues since the approval of the Original Agreement; that the Funds would not bear any expenses related to the Acquisition, including expenses related to the proxy statement; and that there are no planned fee increases for the Funds over the next two years.
Costs of Services Provided and Profits Realized by the Adviser. The Directors examined fee information for each Fund, including a comparison of such information to other similarly situated funds, and the total expense ratio of each Fund. In this regard, the Directors noted that the unitary management fees and total expenses of each Fund were not expected to change as a result of the Acquisition or approval of the Advisory Agreements. The Directors also reviewed analyses of the Adviser’s estimated profitability
US Benchmark Series
Notice to Shareholders (Concluded)
(Unaudited)
related to its provision of advisory services to the Funds. Based on the information provided, the Directors concluded that the amount of unitary management fees that the Funds currently pay, and would pay under the Advisory Agreements, to the Adviser are reasonable in light of the nature and quality of the services provided.
Investment Performance of the Funds. The Directors reviewed information concerning each Fund’s investment performance, both absolutely as well as compared to its benchmark index. The Directors also considered the Adviser’s quarterly portfolio reviews explaining the Funds’ performance and the investment strategies it employs for the Funds. After considering all of the information, the Directors concluded that, although past performance is not a guarantee of future results, the Funds and their shareholders were likely to benefit from the Adviser’s continued provision of investment management services.
Economies of Scale and Fee Levels Reflecting Those Economies. In considering the overall fairness of the Advisory Agreements, the Directors assessed the degree to which economies of scale that would be expected to be realized if the Funds’ assets increase, whether the Funds were large enough to generate economies of scale, and the extent to which fee levels would reflect those economies of scale for the benefit of the Funds’ shareholders. The Directors noted that each Fund’s management fee structure did not contain any breakpoint reductions as the Fund’s assets grew in size, but that the feasibility of incorporating breakpoints would continue to be reviewed on a regular basis. The Directors determined that the fee schedules in the Advisory Agreements are reasonable and appropriate.
Other Benefits to the Adviser. In addition to the above factors, the Directors also considered other benefits received by the Adviser from its management of the Funds, including, without limitation, the ability to market its advisory services for similar products in the future.
The Directors also considered that they would be able to, and intended to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Funds. In addition, the Directors considered that, under the Interim Advisory Agreement, the Board would have the authority, should the need arise in its view, to terminate the Interim Advisory Agreement without penalty upon 10 days’ notice to the Adviser.
No single factor was determinative of the Board’s decision to approve the Advisory Agreements; rather, each Independent Director based their determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Independent Directors determined that the Advisory Agreements are fair and reasonable to each Fund. The Board, including all of the Independent Directors, therefore determined that the approval of the Advisory Agreements is in the best interests of each Fund and its shareholders and that (i) the Interim Advisory Agreement should be approved for a term ending upon the earlier of June 30, 2023 or the date upon which shareholder approval of the New Advisory Agreement with respect to a Fund is obtained and (ii) the New Advisory Agreement should be approved, subject to shareholder approval, for an initial period ending August 16, 2024.
US Benchmark Series
Privacy Notice
(Unaudited)
FACTS | WHAT DO US Treasury 3 Month Bill ETF, US Treasury 6 Month Bill ETF, US Treasury 12 Month Bill ETF, US Treasury 2 Year Note ETF, US Treasury 3 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 10 Year Note ETF, US Treasury 20 Year BOND ETF, and US Treasury 30 Year BOND 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 During Past 5 Years |
| | | | | |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 90 | Director | 1988 to present | Retired. | 63 | AMDOCS Limited (service provider to telecommunications companies). |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 56 | Director | 2012 to present | Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a 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). | 63 | 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: 57 | 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. | 63 | 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: 80 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 63 | IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance); (until March 2021). |
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 During Past 5 Years |
| | | | | |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 75 | Chair Director | 2005 to present 1991 to present | Retired. | 63 | EIP Investment Trust (registered investment company) (until August 2022). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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). | 63 | 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: 82 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 63 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 85 | Vice Chair 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). | 63 | None. |
OFFICERS |
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Age: 64 | President | August 2022 to present | From 2011 to 2021, Executive Vice President, PIMCO 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: 60 | 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 |
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 During Past 5 Years |
| | | | | |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 63 | 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. | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | 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: 40 | 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. | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 52 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 64 | 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: 44 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 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. |
US Benchmark Series
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, banking and investment services industry, including service on the boards of public companies, 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
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
(This Page Intentionally Left Blank.)
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. Julian A. Brodsky, Gregory P. Chandler and Nicholas A. Giordano are the registrant’s audit committee financial experts and each of them is “independent.”
Item 4. Principal Accountant Fees and Services.
Audit Fees
| (a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: |
| Fiscal Year 2023 | Fiscal Year 2022 |
Ernst & Young LLP | $727,675 | $684,975 |
`PricewaterhouseCoopers LLP | $233,791 | $244,811 |
Tait, Weller & Baker | $101,500 | $90,500 |
Cohen & Co | $116,000 | $36,250 |
Aggregate Fees | $1,178,966 | $1,056,536 |
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 for Ernst & Young LLP and review of semi-annual reports for Tait, Weller & Baker and were as follows: |
| Fiscal Year 2023 | Fiscal Year 2022 |
Ernst & Young LLP | $11,500 | $21,500 |
PricewaterhouseCoopers LLP | $0 | $6,600 |
Tait, Weller & Baker | $3,000 | $2,800 |
Cohen & Co | $1,500 | $0 |
Aggregate Fees | $16,000 | $30,900 |
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 2023 | Fiscal Year 2022 |
Ernst & Young LLP | $201,550 | $194,040 |
PricewaterhouseCoopers LLP | $41,817 | $44,046 |
Tait, Weller & Baker | $20,900 | $19,950 |
Cohen & Co | $38,500 | $14,000 |
Aggregate Fees | $302,767 | $275,536 |
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 2023 | Fiscal Year 2022 |
Ernst & Young LLP | $0 | $0 |
PricewaterhouseCoopers LLP | $0 | $0 |
Tait, Weller & Baker | $0 | $0 |
Cohen & Co | $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: |
| (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 2023 | Fiscal Year 2022 |
Ernst & Young LLP | $213,050 | $215,540 |
PricewaterhouseCoopers LLP | $41,817 | $50,646 |
Tait, Weller & Baker | $23,900 | $22,750 |
Cohen & Co | $40,000 | $14,000 |
Aggregate Fees | $318,767 | $302,936 |
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.
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 | 10/31/2023 | |
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 | 10/31/2023 | |
| | |
By (Signature and Title)* | /s/ James Shaw | |
| James Shaw, Chief Financial Officer (principal financial officer) | |
| | |
Date | 10/31/2023 | |
* Print the name and title of each signing officer under his or her signature.