02/02/2023 | Press release | Distributed by Public on 02/02/2023 08:36
(a)
|
|
LETTER TO SHAREHOLDERS
|
3
|
EXPENSE EXAMPLES
|
6
|
INVESTMENT HIGHLIGHTS
|
7
|
SCHEDULE OF INVESTMENTS
|
10
|
SCHEDULE OF SECURITIES SOLD SHORT
|
16
|
STATEMENT OF ASSETS AND LIABILITIES
|
24
|
STATEMENT OF OPERATIONS
|
25
|
STATEMENTS OF CHANGES IN NET ASSETS
|
26
|
STATEMENT OF CASH FLOWS
|
27
|
FINANCIAL HIGHLIGHTS
|
28
|
NOTES TO FINANCIAL STATEMENTS
|
30
|
REPORT OF INDEPENDENT REGISTERED
|
|
PUBLIC ACCOUNTING FIRM
|
40
|
NOTICE OF PRIVACY POLICY & PRACTICES
|
41
|
ADDITIONAL INFORMATION
|
42
|
Since
|
|||||||
Through
|
One
|
One
|
Three
|
Five
|
Inception
|
||
November 30, 2022
|
Month
|
Quarter
|
YTD
|
Year
|
Years
|
Years
|
Annualized
|
Convergence
|
|||||||
Long/Short Equity ETF
|
|||||||
(CLSE@NAV)
|
3.58%
|
6.40%
|
-3.24%
|
2.39%
|
6.63%
|
6.45%
|
11.15%
|
Convergence
|
|||||||
Long/Short Equity ETF
|
|||||||
(CLSE@Market)
|
3.35%
|
6.14%
|
-3.41%
|
2.20%
|
6.56%
|
6.42%
|
11.13%
|
Russell 3000®
|
|||||||
Total Return
|
5.22%
|
3.29%
|
-14.18%
|
-10.80%
|
10.28%
|
10.33%
|
12.43%
|
David J. Abitz, CFA
|
Justin Neuberg, CFA
|
President & Chief Investment Officer
|
Co-Portfolio Manager
|
Convergence Investment Partners, LLC
|
Convergence Investment Partners, LLC
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period
|
|
6/1/22
|
11/30/22
|
6/1/22 - 11/30/22*
|
|
Actual
|
$1,000.00
|
$ 981.40
|
$5.22
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,019.80
|
$5.32
|
*
|
Expenses are equal to the Fund's annualized expense ratio of 1.05%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Excluding dividends on short positions, interest and broker expenses, the Fund's annualized expense ratio would be 0.95%.
|
Six
|
One
|
Five
|
Ten
|
|
Months
|
Year
|
Years
|
Years
|
|
Convergence Long/Short Equity ETF - NAV
|
-1.74%
|
2.39%
|
6.45%
|
10.15%
|
Convergence Long/Short Equity ETF - Market
|
-1.86%
|
2.20%
|
6.42%
|
10.13%
|
Russell 3000® Total Return Index
|
-0.33%
|
-10.80%
|
10.33%
|
12.95%
|
Schedule of Investments
|
Shares
|
Value
|
|||||||
COMMON STOCKS* - 118.70%
|
||||||||
Accommodation - 0.56%
|
||||||||
Boyd Gaming Corp.
|
2,232
|
$
|
136,888
|
|||||
Administrative and Support Services - 5.06%
|
||||||||
CBIZ, Inc. (a)
|
1,708
|
84,801
|
||||||
Fair Isaac Corp. (a)
|
656
|
406,536
|
||||||
Mastercard, Inc.
|
837
|
298,307
|
||||||
TripAdvisor, Inc. (a)
|
5,581
|
113,797
|
||||||
Visa, Inc.
|
1,516
|
328,972
|
||||||
1,232,413
|
||||||||
Animal Production and Aquaculture - 0.99%
|
||||||||
Cal-Maine Foods, Inc.(c)
|
4,123
|
240,289
|
||||||
Broadcasting (except Internet) - 0.61%
|
||||||||
Sirius XM Holdings, Inc.
|
23,101
|
149,926
|
||||||
Building Material and Garden Equipment - 1.51%
|
||||||||
Home Depot, Inc.
|
1,130
|
366,109
|
||||||
Chemical Manufacturing - 13.44%
|
||||||||
AbbVie, Inc.
|
2,258
|
363,945
|
||||||
Albemarle Corp.
|
568
|
157,898
|
||||||
Amgen, Inc.
|
1,162
|
332,797
|
||||||
Amicus Therapeutics, Inc. (a)
|
5,707
|
69,055
|
||||||
Bristol-Myers Squibb Co.
|
4,358
|
349,861
|
||||||
CF Industries Holdings, Inc.
|
1,693
|
183,167
|
||||||
Colgate-Palmolive Co.
|
2,046
|
158,524
|
||||||
Gilead Sciences, Inc.
|
4,510
|
396,112
|
||||||
Harmony Biosciences Holdings, Inc. (a)
|
2,090
|
124,919
|
||||||
Incyte Corp. (a)
|
785
|
62,541
|
||||||
Ionis Pharmaceuticals, Inc. (a)
|
1,487
|
60,655
|
||||||
Lantheus Holdings, Inc. (a)
|
3,252
|
201,885
|
||||||
Merck & Co., Inc.
|
2,577
|
283,779
|
||||||
Neurocrine Biosciences, Inc. (a)
|
399
|
50,697
|
||||||
Procter & Gamble Co.
|
654
|
97,551
|
||||||
Vertex Pharmaceuticals, Inc. (a)
|
1,207
|
381,895
|
||||||
3,275,281
|
||||||||
Computer and Electronic Product Manufacturing - 21.33%
|
||||||||
Advanced Energy Industries, Inc.
|
623
|
57,715
|
||||||
Alphabet, Inc. - Class A (a)
|
4,510
|
455,464
|
||||||
Alphabet, Inc. - Class C (a)
|
6,408
|
650,091
|
||||||
Apple, Inc.(c)
|
3,730
|
552,152
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Computer and Electronic Product
|
||||||||
Manufacturing - 21.33% (Continued)
|
||||||||
Arista Networks, Inc. (a)
|
838
|
$
|
116,733
|
|||||
Broadcom, Inc.
|
711
|
391,782
|
||||||
Cisco Systems, Inc.(c)
|
8,871
|
441,066
|
||||||
Enphase Energy, Inc. (a)
|
1,109
|
355,534
|
||||||
Extreme Networks, Inc. (a)
|
17,112
|
358,839
|
||||||
Hologic, Inc. (a)
|
1,094
|
83,319
|
||||||
Iridium Communications, Inc. (a)
|
6,168
|
327,521
|
||||||
Jabil, Inc.
|
7,198
|
519,624
|
||||||
Microchip Technology, Inc.
|
4,236
|
335,449
|
||||||
Rambus, Inc. (a)
|
1,473
|
56,534
|
||||||
Sanmina Corp. (a)
|
4,490
|
296,744
|
||||||
Sonos, Inc. (a)
|
4,674
|
81,934
|
||||||
Super Micro Computer, Inc. (a)
|
1,321
|
119,194
|
||||||
5,199,695
|
||||||||
Construction of Buildings - 0.25%
|
||||||||
NVR, Inc. (a)
|
13
|
60,307
|
||||||
Couriers and Messengers - 0.77%
|
||||||||
United Parcel Service, Inc. - Class B
|
992
|
188,212
|
||||||
Credit Intermediation and Related Activities - 5.55%
|
||||||||
Ameris Bancorp
|
3,258
|
172,283
|
||||||
Bank of America Corp.
|
4,701
|
177,933
|
||||||
BankUnited, Inc.
|
4,318
|
158,557
|
||||||
FNB Corp./PA
|
11,890
|
167,649
|
||||||
JPMorgan Chase & Co.
|
1,382
|
190,965
|
||||||
Popular, Inc.
|
1,871
|
136,620
|
||||||
Regions Financial Corp.
|
7,156
|
166,091
|
||||||
Wells Fargo & Co.
|
3,869
|
185,519
|
||||||
1,355,617
|
||||||||
Educational Services - 0.61%
|
||||||||
Grand Canyon Education, Inc. (a)
|
1,326
|
149,931
|
||||||
Electrical Equipment, Appliance, and Component - 0.75%
|
||||||||
Hubbell, Inc.
|
717
|
182,161
|
||||||
Fabricated Metal Product Manufacturing - 1.33%
|
||||||||
Mueller Industries, Inc.
|
2,844
|
195,582
|
||||||
Nucor Corp.
|
856
|
128,357
|
||||||
323,939
|
||||||||
Food and Beverage Stores - 1.02%
|
||||||||
Kroger Co.
|
5,024
|
247,130
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Food Manufacturing - 3.07%
|
||||||||
Archer-Daniels-Midland Co.
|
3,077
|
$
|
300,008
|
|||||
General Mills, Inc.
|
2,534
|
216,150
|
||||||
TreeHouse Foods, Inc. (a)
|
4,726
|
233,606
|
||||||
749,764
|
||||||||
Food Services and Drinking Places - 1.31%
|
||||||||
Manhattan Associates, Inc. (a)
|
2,527
|
318,250
|
||||||
General Merchandise Stores - 0.88%
|
||||||||
Walmart, Inc.
|
1,412
|
215,217
|
||||||
Health and Personal Care Stores - 1.38%
|
||||||||
CVS Health Corp.
|
1,944
|
198,055
|
||||||
Ulta Beauty, Inc. (a)
|
301
|
139,917
|
||||||
337,972
|
||||||||
Heavy and Civil Engineering Construction - 0.46%
|
||||||||
Dycom Industries, Inc. (a)
|
1,240
|
113,014
|
||||||
Insurance Carriers and Related Activities - 5.31%
|
||||||||
American International Group, Inc.
|
2,321
|
146,478
|
||||||
Chubb Ltd.
|
775
|
170,182
|
||||||
Cigna Corp.
|
830
|
272,978
|
||||||
Jackson Financial, Inc.
|
2,515
|
93,936
|
||||||
MetLife, Inc.
|
1,533
|
117,581
|
||||||
RLI Corp.
|
872
|
113,421
|
||||||
UnitedHealth Group, Inc.
|
371
|
203,219
|
||||||
Unum Group
|
4,214
|
177,748
|
||||||
1,295,543
|
||||||||
Machinery Manufacturing - 0.51%
|
||||||||
Caterpillar, Inc.
|
526
|
124,352
|
||||||
Merchant Wholesalers, Durable Goods - 0.62%
|
||||||||
WW Grainger, Inc.
|
250
|
150,765
|
||||||
Merchant Wholesalers, Nondurable Goods - 3.75%
|
||||||||
AmerisourceBergen Corp.
|
1,749
|
298,536
|
||||||
Cardinal Health, Inc.
|
3,463
|
277,628
|
||||||
McKesson Corp.
|
688
|
262,596
|
||||||
Wingstop, Inc.
|
427
|
70,673
|
||||||
909,433
|
||||||||
Mining (except Oil and Gas) - 2.01%
|
||||||||
Alpha Metallurgical Resources, Inc.
|
1,130
|
193,490
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Mining (except Oil and Gas) - 2.01% (Continued)
|
||||||||
APA Corp.
|
6,356
|
$
|
297,780
|
|||||
491,270
|
||||||||
Miscellaneous Manufacturing - 1.44%
|
||||||||
Johnson & Johnson
|
1,491
|
265,398
|
||||||
Shockwave Medical, Inc. (a)
|
340
|
86,224
|
||||||
351,622
|
||||||||
Motor Vehicle and Parts Dealers - 2.50%
|
||||||||
Group 1 Automotive, Inc.
|
1,548
|
299,290
|
||||||
Murphy USA, Inc.
|
1,050
|
310,601
|
||||||
609,891
|
||||||||
Nonstore Retailers - 2.50%
|
||||||||
Amazon.com, Inc. (a)
|
2,984
|
288,075
|
||||||
Box, Inc. (a)
|
9,629
|
264,316
|
||||||
Dillard's, Inc.
|
165
|
59,351
|
||||||
611,742
|
||||||||
Other Information Services - 1.09%
|
||||||||
VeriSign, Inc. (a)
|
1,330
|
265,747
|
||||||
Paper Manufacturing - 1.18%
|
||||||||
Boise Cascade Co.
|
2,555
|
189,172
|
||||||
Sylvamo Corp.
|
1,810
|
97,903
|
||||||
287,075
|
||||||||
Petroleum and Coal Products Manufacturing - 5.04%
|
||||||||
Exxon Mobil Corp.(c)
|
2,333
|
259,756
|
||||||
Marathon Petroleum Corp.
|
2,056
|
250,441
|
||||||
PBF Energy, Inc.(c)
|
7,990
|
317,763
|
||||||
Phillips 66
|
987
|
107,030
|
||||||
Valero Energy Corp.
|
2,178
|
291,024
|
||||||
1,226,014
|
||||||||
Pipeline Transportation - 1.05%
|
||||||||
Scorpio Tankers, Inc.
|
4,996
|
254,896
|
||||||
Primary Metal Manufacturing - 1.41%
|
||||||||
ATI, Inc. (a)
|
2,423
|
73,926
|
||||||
Commercial Metals Co.
|
1,664
|
81,902
|
||||||
Encore Wire Corp.
|
1,274
|
186,144
|
||||||
341,972
|
||||||||
Professional, Scientific, and Technical Services - 5.26%
|
||||||||
Accenture PLC
|
788
|
237,133
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Professional, Scientific, and Technical Services - 5.26% (Continued)
|
||||||||
Booz Allen Hamilton Holding Corp.
|
382
|
$
|
40,645
|
|||||
DXC Technology Co. (a)
|
8,992
|
266,793
|
||||||
H&R Block, Inc.
|
3,227
|
141,052
|
||||||
Insperity, Inc.
|
585
|
69,352
|
||||||
Jack Henry & Associates, Inc.
|
1,956
|
370,368
|
||||||
Parsons Corp. (a)
|
3,146
|
155,727
|
||||||
1,281,070
|
||||||||
Publishing Industries (Except Internet) - 5.50%
|
||||||||
Cadence Design Systems, Inc. (a)
|
2,590
|
445,583
|
||||||
Dropbox, Inc. (a)
|
11,019
|
259,608
|
||||||
Electronic Arts, Inc.
|
2,809
|
367,361
|
||||||
Qualys, Inc. (a)
|
2,170
|
267,604
|
||||||
1,340,156
|
||||||||
Real Estate - 1.05%
|
||||||||
Jefferies Financial Group, Inc.
|
6,725
|
255,483
|
||||||
Rental and Leasing Services - 0.49%
|
||||||||
Ryder System, Inc.
|
1,289
|
120,509
|
||||||
Securities, Commodity Contracts, and Other Financial
|
||||||||
Investments and Related Activities - 5.16%
|
||||||||
Cboe Global Markets, Inc.
|
1,986
|
251,904
|
||||||
LPL Financial Holdings, Inc.(c)
|
1,205
|
285,235
|
||||||
Raymond James Financial, Inc.
|
2,167
|
253,322
|
||||||
SLM Corp.
|
12,717
|
222,038
|
||||||
StoneX Group, Inc. (a)
|
2,413
|
244,847
|
||||||
1,257,346
|
||||||||
Specialty Trade Contractors - 1.64%
|
||||||||
Comfort Systems USA, Inc.
|
1,051
|
133,225
|
||||||
EMCOR Group, Inc.
|
1,211
|
187,583
|
||||||
Installed Building Products, Inc.
|
931
|
79,070
|
||||||
399,878
|
||||||||
Transportation Equipment Manufacturing - 3.97%
|
||||||||
General Dynamics Corp.
|
692
|
174,654
|
||||||
General Motors Co.
|
6,558
|
265,993
|
||||||
Lockheed Martin Corp.
|
351
|
170,302
|
||||||
Tesla, Inc. (a)
|
1,372
|
267,129
|
||||||
Visteon Corp. (a)
|
620
|
91,015
|
||||||
969,093
|
||||||||
Utilities - 4.53%
|
||||||||
First Solar, Inc. (a)
|
2,361
|
407,343
|
||||||
FirstEnergy Corp.
|
4,195
|
173,002
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Utilities - 4.53% (Continued)
|
||||||||
NRG Energy, Inc.
|
4,554
|
$
|
193,316
|
|||||
ONE Gas, Inc.
|
1,917
|
166,683
|
||||||
UGI Corp.
|
4,321
|
167,007
|
||||||
1,107,351
|
||||||||
Warehousing and Storage - 0.91%
|
||||||||
Landstar System, Inc.
|
1,273
|
220,203
|
||||||
Waste Management and Remediation Services - 0.59%
|
||||||||
Clean Harbors, Inc. (a)
|
1,185
|
142,200
|
||||||
Wood Product Manufacturing - 0.31%
|
||||||||
Skyline Champion Corp. (a)
|
1,442
|
74,970
|
||||||
TOTAL COMMON STOCKS (Cost $25,500,249)
|
28,930,696
|
|||||||
REAL ESTATE INVESTMENT TRUSTS* - 2.79%
|
||||||||
Real Estate - 2.33%
|
||||||||
Apartment Income REIT Corp.
|
2,886
|
109,812
|
||||||
Apple Hospitality REIT, Inc.
|
6,860
|
117,032
|
||||||
Camden Property Trust
|
980
|
117,924
|
||||||
Equity Commonwealth
|
4,105
|
111,205
|
||||||
Equity Residential
|
1,716
|
111,300
|
||||||
567,273
|
||||||||
Warehousing and Storage - 0.46%
|
||||||||
Extra Space Storage, Inc.
|
702
|
112,804
|
||||||
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $696,346)
|
680,077
|
|||||||
MONEY MARKET FUNDS - 0.69%
|
||||||||
Funds, Trusts, and Other Financial Vehicles - 0.69%
|
||||||||
First American Government Obligations Fund - X Class, 3.668% (b)(c)
|
167,708
|
167,708
|
||||||
TOTAL MONEY MARKET FUNDS (Cost $167,708)
|
167,708
|
|||||||
Total Investments (Cost $26,364,303) - 122.18%
|
29,778,481
|
|||||||
Liabilities in Excess of Other Assets - (22.18)%
|
(5,403,683
|
)
|
||||||
TOTAL NET ASSETS - 100.00%
|
$
|
24,374,788
|
PLC
|
Public Limited Company
|
*
|
Unless otherwise noted, all or a portion of these securities, totaling $27,023,010, are pledged as collateral for securities sold short.
|
(a)
|
Non-income producing security.
|
(b)
|
The rate shown represents the seven-day yield as of November 30, 2022.
|
(c)
|
This security is not pledged as collateral for securities sold short.
|
Schedule of Securities Sold Short
|
Shares
|
Value
|
|||||||
COMMON STOCKS - (45.71)%
|
||||||||
Accommodation - (0.37)%
|
||||||||
Caesars Entertainment, Inc. (a)
|
(861
|
)
|
$
|
(43,747
|
)
|
|||
Las Vegas Sands Corp. (a)
|
(973
|
)
|
(45,575
|
)
|
||||
(89,322
|
)
|
|||||||
Administrative and Support Services - (2.86)%
|
||||||||
AdaptHealth Corp. (a)
|
(2,024
|
)
|
(45,155
|
)
|
||||
Coinbase Global, Inc. (a)
|
(782
|
)
|
(35,761
|
)
|
||||
DigitalBridge Group, Inc.
|
(1,817
|
)
|
(26,219
|
)
|
||||
Equifax, Inc.
|
(101
|
)
|
(19,934
|
)
|
||||
Fidelity National Information Services, Inc.
|
(2,790
|
)
|
(202,498
|
)
|
||||
GXO Logistics, Inc. (a)
|
(954
|
)
|
(44,704
|
)
|
||||
nCino, Inc. (a)
|
(4,143
|
)
|
(108,215
|
)
|
||||
R1 RCM, Inc. (a)
|
(5,703
|
)
|
(51,612
|
)
|
||||
ROBLOX Corp. (a)
|
(1,854
|
)
|
(58,902
|
)
|
||||
Scotts Miracle-Gro Co.
|
(590
|
)
|
(32,999
|
)
|
||||
SentinelOne, Inc. (a)
|
(3,368
|
)
|
(48,836
|
)
|
||||
TransUnion
|
(340
|
)
|
(21,447
|
)
|
||||
(696,282
|
)
|
|||||||
Air Transportation - (0.27)%
|
||||||||
Delta Air Lines, Inc. (a)
|
(1,391
|
)
|
(49,199
|
)
|
||||
Frontier Group Holdings, Inc. (a)
|
(1,322
|
)
|
(17,239
|
)
|
||||
(66,438
|
)
|
|||||||
Ambulatory Health Care Services - (1.10)%
|
||||||||
Guardant Health, Inc. (a)
|
(1,394
|
)
|
(72,962
|
)
|
||||
LifeStance Health Group, Inc. (a)
|
(5,926
|
)
|
(30,163
|
)
|
||||
Natera, Inc. (a)
|
(1,139
|
)
|
(46,836
|
)
|
||||
Oak Street Health, Inc. (a)
|
(3,292
|
)
|
(71,173
|
)
|
||||
Teladoc Health, Inc. (a)
|
(1,776
|
)
|
(50,634
|
)
|
||||
(271,768
|
)
|
|||||||
Amusement, Gambling, and Recreation Industries - (0.13)%
|
||||||||
Wynn Resorts Ltd. (a)
|
(393
|
)
|
(32,878
|
)
|
||||
Apparel Manufacturing - (0.09)%
|
||||||||
VF Corp.
|
(672
|
)
|
(22,055
|
)
|
||||
Beverage and Tobacco Product Manufacturing - (0.56)%
|
||||||||
Celsius Holdings, Inc. (a)
|
(629
|
)
|
(70,033
|
)
|
||||
MGP Ingredients, Inc.
|
(534
|
)
|
(66,782
|
)
|
||||
(136,815
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Broadcasting (except Internet) - (1.24)%
|
||||||||
Cable One, Inc.
|
(57
|
)
|
$
|
(41,285
|
)
|
|||
Liberty Broadband Corp. (a)
|
(817
|
)
|
(74,233
|
)
|
||||
Roku, Inc. (a)
|
(1,214
|
)
|
(72,075
|
)
|
||||
Warner Bros Discovery, Inc. (a)
|
(10,097
|
)
|
(115,106
|
)
|
||||
(302,699
|
)
|
|||||||
Chemical Manufacturing - (4.83)%
|
||||||||
10X Genomics, Inc. (a)
|
(1,705
|
)
|
(65,915
|
)
|
||||
Blueprint Medicines Corp. (a)
|
(1,343
|
)
|
(64,182
|
)
|
||||
Bridgebio Pharma, Inc. (a)
|
(2,173
|
)
|
(20,361
|
)
|
||||
Element Solutions, Inc.
|
(1,523
|
)
|
(29,790
|
)
|
||||
Fate Therapeutics, Inc. (a)
|
(2,240
|
)
|
(46,637
|
)
|
||||
Green Plains, Inc. (a)
|
(1,678
|
)
|
(57,992
|
)
|
||||
Intellia Therapeutics, Inc. (a)
|
(1,548
|
)
|
(79,660
|
)
|
||||
Inter Parfums, Inc.
|
(598
|
)
|
(56,983
|
)
|
||||
Krystal Biotech, Inc. (a)
|
(1,176
|
)
|
(91,422
|
)
|
||||
Mirati Therapeutics, Inc. (a)
|
(1,408
|
)
|
(128,663
|
)
|
||||
Moderna, Inc. (a)
|
(559
|
)
|
(98,334
|
)
|
||||
Novavax, Inc. (a)
|
(2,129
|
)
|
(35,107
|
)
|
||||
Olaplex Holdings, Inc. (a)
|
(7,051
|
)
|
(42,095
|
)
|
||||
Pfizer, Inc.
|
(3,777
|
)
|
(189,341
|
)
|
||||
QuidelOrtho Corp. (a)
|
(873
|
)
|
(76,484
|
)
|
||||
SiteOne Landscape Supply, Inc. (a)
|
(243
|
)
|
(30,504
|
)
|
||||
SpringWorks Therapeutics, Inc. (a)
|
(1,424
|
)
|
(34,432
|
)
|
||||
Twist Bioscience Corp. (a)
|
(1,078
|
)
|
(29,483
|
)
|
||||
(1,177,385
|
)
|
|||||||
Clothing and Clothing Accessories Stores - (0.63)%
|
||||||||
Five Below, Inc. (a)
|
(532
|
)
|
(85,578
|
)
|
||||
KKR & Co., Inc.
|
(1,297
|
)
|
(67,340
|
)
|
||||
(152,918
|
)
|
|||||||
Computer and Electronic Product Manufacturing - (3.53)%
|
||||||||
Ambarella, Inc. (a)
|
(1,454
|
)
|
(107,887
|
)
|
||||
Power Integrations, Inc.
|
(1,088
|
)
|
(87,562
|
)
|
||||
SiTime Corp. (a)
|
(855
|
)
|
(90,168
|
)
|
||||
Universal Display Corp.
|
(741
|
)
|
(83,451
|
)
|
||||
Vertiv Holdings Co.
|
(3,615
|
)
|
(50,068
|
)
|
||||
Viasat, Inc. (a)
|
(3,849
|
)
|
(131,212
|
)
|
||||
Vicor Corp. (a)
|
(582
|
)
|
(31,422
|
)
|
||||
Western Digital Corp. (a)
|
(3,485
|
)
|
(128,074
|
)
|
||||
Zebra Technologies Corp. (a)
|
(549
|
)
|
(148,384
|
)
|
||||
(858,228
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Construction of Buildings - (0.16)%
|
||||||||
LGI Homes, Inc. (a)
|
(398
|
)
|
$
|
(39,537
|
)
|
|||
Credit Intermediation and Related Activities - (2.58)%
|
||||||||
Affirm Holdings, Inc. (a)
|
(3,983
|
)
|
(55,443
|
)
|
||||
Ally Financial, Inc.
|
(1,642
|
)
|
(44,350
|
)
|
||||
Bank of Hawaii Corp.
|
(470
|
)
|
(37,915
|
)
|
||||
Citigroup, Inc.
|
(1,714
|
)
|
(82,975
|
)
|
||||
First Republic Bank/CA
|
(329
|
)
|
(41,984
|
)
|
||||
Flywire Corp. (a)
|
(3,586
|
)
|
(77,780
|
)
|
||||
PacWest Bancorp
|
(2,551
|
)
|
(66,632
|
)
|
||||
Signature Bank/New York NY
|
(287
|
)
|
(40,037
|
)
|
||||
Silvergate Capital Corp. (a)
|
(457
|
)
|
(12,536
|
)
|
||||
SVB Financial Group (a)
|
(303
|
)
|
(70,229
|
)
|
||||
TFS Financial Corp.
|
(2,777
|
)
|
(37,906
|
)
|
||||
Western Alliance Bancorp
|
(902
|
)
|
(61,823
|
)
|
||||
(629,610
|
)
|
|||||||
Data Processing, Hosting, and Related Services - (0.56)%
|
||||||||
Marqeta, Inc. (a)
|
(10,722
|
)
|
(71,730
|
)
|
||||
Shutterstock, Inc.
|
(899
|
)
|
(48,384
|
)
|
||||
Upwork, Inc. (a)
|
(1,395
|
)
|
(17,089
|
)
|
||||
(137,203
|
)
|
|||||||
Electrical Equipment, Appliance, and Component - (0.92)%
|
||||||||
Fluence Energy, Inc. (a)
|
(1,808
|
)
|
(31,061
|
)
|
||||
Generac Holdings, Inc. (a)
|
(182
|
)
|
(19,205
|
)
|
||||
Littelfuse, Inc.
|
(583
|
)
|
(143,710
|
)
|
||||
Plug Power, Inc. (a)
|
(1,815
|
)
|
(28,967
|
)
|
||||
(222,943
|
)
|
|||||||
Electronics and Appliance Stores - (0.31)%
|
||||||||
UiPath, Inc. (a)
|
(6,134
|
)
|
(76,491
|
)
|
||||
Fabricated Metal Product Manufacturing - (0.20)%
|
||||||||
Stanley Black & Decker, Inc.
|
(611
|
)
|
(49,931
|
)
|
||||
Food and Beverage Stores - (0.25)%
|
||||||||
Grocery Outlet Holding Corp. (a)
|
(1,983
|
)
|
(60,025
|
)
|
||||
Food Manufacturing - (1.26)%
|
||||||||
Bunge Ltd.
|
(641
|
)
|
(67,202
|
)
|
||||
Freshpet, Inc. (a)
|
(1,172
|
)
|
(78,547
|
)
|
||||
Ingredion, Inc.
|
(254
|
)
|
(24,884
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Food Manufacturing - (1.26)% (Continued)
|
||||||||
J & J Snack Foods Corp.
|
(431
|
)
|
$
|
(70,693
|
)
|
|||
McCormick & Co., Inc./MD
|
(767
|
)
|
(65,333
|
)
|
||||
(306,659
|
)
|
|||||||
Food Services and Drinking Places - (0.42)%
|
||||||||
Casey's General Stores, Inc.
|
(302
|
)
|
(73,392
|
)
|
||||
Shake Shack, Inc. (a)
|
(550
|
)
|
(28,930
|
)
|
||||
(102,322
|
)
|
|||||||
Furniture and Home Furnishings Stores - (0.73)%
|
||||||||
Floor & Decor Holdings, Inc. (a)
|
(1,052
|
)
|
(78,511
|
)
|
||||
MillerKnoll, Inc.
|
(933
|
)
|
(19,024
|
)
|
||||
RH (a)
|
(282
|
)
|
(80,886
|
)
|
||||
(178,421
|
)
|
|||||||
General Merchandise Stores - (0.38)%
|
||||||||
Burlington Stores, Inc. (a)
|
(473
|
)
|
(92,557
|
)
|
||||
Heavy and Civil Engineering Construction - (0.12)%
|
||||||||
St Joe Co.
|
(776
|
)
|
(29,822
|
)
|
||||
Insurance Carriers and Related Activities - (0.79)%
|
||||||||
Assured Guaranty Ltd.
|
(913
|
)
|
(60,778
|
)
|
||||
RenaissanceRe Holdings Ltd.
|
(200
|
)
|
(37,782
|
)
|
||||
Ryan Specialty Holdings, Inc. (a)
|
(709
|
)
|
(28,559
|
)
|
||||
Voya Financial, Inc.
|
(524
|
)
|
(34,574
|
)
|
||||
White Mountains Insurance Group Ltd.
|
(22
|
)
|
(29,895
|
)
|
||||
(191,588
|
)
|
|||||||
Leather and Allied Product Manufacturing - (0.05)%
|
||||||||
Crocs, Inc. (a)
|
(130
|
)
|
(13,130
|
)
|
||||
Machinery Manufacturing - (0.94)%
|
||||||||
AAON, Inc.
|
(589
|
)
|
(46,684
|
)
|
||||
Coherent Corp. (a)
|
(3,642
|
)
|
(133,552
|
)
|
||||
Xometry, Inc. (a)
|
(1,151
|
)
|
(48,607
|
)
|
||||
(228,843
|
)
|
|||||||
Management of Companies and Enterprises - (0.78)%
|
||||||||
AZEK Co., Inc. (a)
|
(1,762
|
)
|
(34,077
|
)
|
||||
Enstar Group Ltd. (a)
|
(212
|
)
|
(46,214
|
)
|
||||
Rivian Automotive, Inc. (a)
|
(2,057
|
)
|
(65,906
|
)
|
||||
Stock Yards Bancorp, Inc.
|
(584
|
)
|
(43,228
|
)
|
||||
(189,425
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Merchant Wholesalers, Durable Goods - (0.20)%
|
||||||||
XPEL, Inc. (a)
|
(717
|
)
|
$
|
(49,150
|
)
|
|||
Merchant Wholesalers, Nondurable Goods - (0.61)%
|
||||||||
Arrowhead Pharmaceuticals, Inc. (a)
|
(3,005
|
)
|
(96,761
|
)
|
||||
Relay Therapeutics, Inc. (a)
|
(2,745
|
)
|
(51,002
|
)
|
||||
(147,763
|
)
|
|||||||
Mining (except Oil and Gas) - (1.91)%
|
||||||||
CNX Resources Corp. (a)
|
(3,202
|
)
|
(55,619
|
)
|
||||
Coterra Energy, Inc.
|
(4,786
|
)
|
(133,577
|
)
|
||||
Freeport-McMoRan, Inc.
|
(2,054
|
)
|
(81,749
|
)
|
||||
Hecla Mining Co.
|
(5,996
|
)
|
(32,678
|
)
|
||||
Martin Marietta Materials, Inc.
|
(91
|
)
|
(33,350
|
)
|
||||
Novagold Resources, Inc. (a)
|
(6,270
|
)
|
(36,178
|
)
|
||||
Royal Gold, Inc.
|
(284
|
)
|
(31,902
|
)
|
||||
Southwestern Energy Co. (a)
|
(8,392
|
)
|
(58,073
|
)
|
||||
(463,126
|
)
|
|||||||
Miscellaneous Manufacturing - (1.30)%
|
||||||||
ICU Medical, Inc. (a)
|
(360
|
)
|
(57,323
|
)
|
||||
Inari Medical, Inc. (a)
|
(721
|
)
|
(53,051
|
)
|
||||
Neogen Corp. (a)
|
(3,632
|
)
|
(60,146
|
)
|
||||
Peloton Interactive, Inc. (a)
|
(2,242
|
)
|
(25,514
|
)
|
||||
PROCEPT BioRobotics Corp. (a)
|
(1,230
|
)
|
(52,767
|
)
|
||||
Tandem Diabetes Care, Inc. (a)
|
(874
|
)
|
(36,752
|
)
|
||||
YETI Holdings, Inc. (a)
|
(605
|
)
|
(27,158
|
)
|
||||
(312,711
|
)
|
|||||||
Motor Vehicle and Parts Dealers - (0.53)%
|
||||||||
Carvana Co. (a)
|
(3,662
|
)
|
(28,234
|
)
|
||||
Lithia Motors, Inc.
|
(417
|
)
|
(99,792
|
)
|
||||
(128,026
|
)
|
|||||||
Nonstore Retailers - (0.59)%
|
||||||||
DoorDash, Inc. (a)
|
(1,559
|
)
|
(90,812
|
)
|
||||
Wayfair, Inc. (a)
|
(1,485
|
)
|
(54,410
|
)
|
||||
(145,222
|
)
|
|||||||
Performing Arts, Spectator Sports, and - (0.13)%
|
||||||||
Madison Square Garden Entertainment Corp. (a)
|
(654
|
)
|
(31,471
|
)
|
||||
Personal and Laundry Services - (0.28)%
|
||||||||
IAC, Inc. (a)
|
(1,323
|
)
|
(68,650
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Petroleum and Coal Products Manufacturing - (0.43)%
|
||||||||
EQT Corp.
|
(1,585
|
)
|
$
|
(67,220
|
)
|
|||
Quaker Chemical Corp.
|
(188
|
)
|
(36,997
|
)
|
||||
(104,217
|
)
|
|||||||
Pipeline Transportation - (0.14)%
|
||||||||
Equitrans Midstream Corp.
|
(4,019
|
)
|
(33,719
|
)
|
||||
Plastics and Rubber Products Manufacturing - (0.35)%
|
||||||||
Entegris, Inc.
|
(1,119
|
)
|
(86,488
|
)
|
||||
Professional, Scientific, and Technical Services - (2.43)%
|
||||||||
AppLovin Corp. (a)
|
(4,536
|
)
|
(65,364
|
)
|
||||
Bumble, Inc. (a)
|
(2,811
|
)
|
(68,476
|
)
|
||||
Cognizant Technology Solutions Corp. - Class A
|
(2,410
|
)
|
(149,926
|
)
|
||||
Coursera, Inc. (a)
|
(2,780
|
)
|
(38,753
|
)
|
||||
Digital Turbine, Inc. (a)
|
(3,235
|
)
|
(59,071
|
)
|
||||
Match Group, Inc. (a)
|
(1,206
|
)
|
(60,975
|
)
|
||||
Trade Desk, Inc. (a)
|
(785
|
)
|
(40,930
|
)
|
||||
Unity Software, Inc. (a)
|
(2,699
|
)
|
(106,638
|
)
|
||||
(590,133
|
)
|
|||||||
Publishing Industries (Except Internet) - (1.56)%
|
||||||||
BigCommerce Holdings, Inc. (a)
|
(2,481
|
)
|
(21,436
|
)
|
||||
Bill.com Holdings, Inc. (a)
|
(589
|
)
|
(70,927
|
)
|
||||
Clear Secure, Inc.
|
(1,852
|
)
|
(57,560
|
)
|
||||
Confluent, Inc. (a)
|
(3,019
|
)
|
(69,528
|
)
|
||||
Okta, Inc. (a)
|
(1,336
|
)
|
(71,236
|
)
|
||||
Toast, Inc. (a)
|
(2,675
|
)
|
(49,113
|
)
|
||||
ZoomInfo Technologies, Inc. (a)
|
(1,354
|
)
|
(38,724
|
)
|
||||
(378,524
|
)
|
|||||||
Real Estate - (0.86)%
|
||||||||
CBRE Group, Inc. (a)
|
(499
|
)
|
(39,721
|
)
|
||||
Howard Hughes Corp. (a)
|
(434
|
)
|
(32,350
|
)
|
||||
MP Materials Corp. (a)
|
(959
|
)
|
(31,887
|
)
|
||||
Walker & Dunlop, Inc.
|
(478
|
)
|
(42,690
|
)
|
||||
Zillow Group, Inc. - Class A (a)
|
(755
|
)
|
(28,237
|
)
|
||||
Zillow Group, Inc. - Class C (a)
|
(953
|
)
|
(36,195
|
)
|
||||
(211,080
|
)
|
|||||||
Rental and Leasing Services - (0.10)%
|
||||||||
Hertz Global Holdings, Inc. (a)
|
(1,390
|
)
|
(23,908
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Securities, Commodity Contracts, and Other
|
||||||||
Financial Investments and Related Activities - (3.40)%
|
||||||||
Ares Management Corp.
|
(838
|
)
|
$
|
(65,691
|
)
|
|||
Beauty Health Co. (a)
|
(3,614
|
)
|
(38,851
|
)
|
||||
Blackstone, Inc.
|
(664
|
)
|
(60,776
|
)
|
||||
Brighthouse Financial, Inc. (a)
|
(1,455
|
)
|
(81,102
|
)
|
||||
Carlyle Group, Inc.
|
(1,885
|
)
|
(58,755
|
)
|
||||
ChargePoint Holdings, Inc. (a)
|
(2,586
|
)
|
(32,118
|
)
|
||||
Clarivate PLC (a)
|
(2,209
|
)
|
(21,626
|
)
|
||||
DraftKings, Inc. (a)
|
(1,927
|
)
|
(29,522
|
)
|
||||
E2open Parent Holdings, Inc. (a)
|
(12,351
|
)
|
(72,747
|
)
|
||||
Enovix Corp. (a)
|
(1,975
|
)
|
(25,774
|
)
|
||||
Joby Aviation, Inc. (a)
|
(6,873
|
)
|
(28,317
|
)
|
||||
Morningstar, Inc.
|
(257
|
)
|
(62,998
|
)
|
||||
Robinhood Markets, Inc. (a)
|
(5,124
|
)
|
(49,139
|
)
|
||||
Rocket Lab USA, Inc. (a)
|
(8,010
|
)
|
(33,562
|
)
|
||||
S&P Global, Inc.
|
(181
|
)
|
(63,857
|
)
|
||||
SoFi Technologies, Inc. (a)
|
(7,145
|
)
|
(34,510
|
)
|
||||
Stem, Inc. (a)
|
(2,643
|
)
|
(34,544
|
)
|
||||
Trupanion, Inc. (a)
|
(663
|
)
|
(34,655
|
)
|
||||
(828,544
|
)
|
|||||||
Specialty Trade Contractors - (0.35)%
|
||||||||
Ameresco, Inc. (a)
|
(522
|
)
|
(34,201
|
)
|
||||
Sunrun, Inc. (a)
|
(1,567
|
)
|
(51,053
|
)
|
||||
(85,254
|
)
|
|||||||
Support Activities for Mining - (0.76)%
|
||||||||
Civitas Resources, Inc.
|
(871
|
)
|
(58,671
|
)
|
||||
Northern Oil and Gas, Inc.
|
(1,649
|
)
|
(60,007
|
)
|
||||
SSR Mining, Inc.
|
(1,980
|
)
|
(30,017
|
)
|
||||
Targa Resources Corp.
|
(487
|
)
|
(36,228
|
)
|
||||
(184,923
|
)
|
|||||||
Telecommunications - (1.32)%
|
||||||||
Bandwidth, Inc. (a)
|
(572
|
)
|
(13,076
|
)
|
||||
Doximity, Inc. (a)
|
(1,405
|
)
|
(47,756
|
)
|
||||
Frontier Communications Parent, Inc. (a)
|
(3,414
|
)
|
(87,979
|
)
|
||||
Integer Holdings Corp. (a)
|
(439
|
)
|
(32,627
|
)
|
||||
Twilio, Inc. (a)
|
(1,062
|
)
|
(52,059
|
)
|
||||
Zoom Video Communications, Inc. (a)
|
(1,186
|
)
|
(89,460
|
)
|
||||
(322,957
|
)
|
|||||||
Transit and Ground Passenger Transportation - (0.12)%
|
||||||||
Lyft, Inc. (a)
|
(2,617
|
)
|
(29,363
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Transportation Equipment Manufacturing - (0.39)%
|
||||||||
Boeing Co. (a)
|
(279
|
)
|
$
|
(49,908
|
)
|
|||
Luminar Technologies, Inc. (a)
|
(6,167
|
)
|
(47,239
|
)
|
||||
(97,147
|
)
|
|||||||
Utilities - (1.69)%
|
||||||||
ALLETE, Inc.
|
(481
|
)
|
(31,842
|
)
|
||||
American States Water Co.
|
(300
|
)
|
(29,397
|
)
|
||||
Atmos Energy Corp.
|
(615
|
)
|
(73,923
|
)
|
||||
MGE Energy, Inc.
|
(435
|
)
|
(31,324
|
)
|
||||
New Fortress Energy, Inc.
|
(1,124
|
)
|
(57,212
|
)
|
||||
PG&E Corp. (a)
|
(5,446
|
)
|
(85,502
|
)
|
||||
Public Service Enterprise Group, Inc.
|
(914
|
)
|
(55,343
|
)
|
||||
Sunnova Energy International, Inc. (a)
|
(2,117
|
)
|
(48,331
|
)
|
||||
(412,874
|
)
|
|||||||
Wood Product Manufacturing - (0.20)%
|
||||||||
Enviva, Inc.
|
(859
|
)
|
(48,748
|
)
|
||||
TOTAL COMMON STOCKS (Proceeds $13,599,008)
|
(11,139,293
|
)
|
||||||
REAL ESTATE INVESTMENT TRUSTS - (1.32)%
|
||||||||
Accommodation - (0.11)%
|
||||||||
Sunstone Hotel Investors, Inc.
|
(2,410
|
)
|
(26,486
|
)
|
||||
Real Estate - (1.05)%
|
||||||||
AGNC Investment Corp.
|
(4,805
|
)
|
(48,002
|
)
|
||||
Annaly Capital Management, Inc.
|
(2,293
|
)
|
(49,689
|
)
|
||||
Host Hotels & Resorts, Inc.
|
(1,721
|
)
|
(32,596
|
)
|
||||
Independence Realty Trust, Inc.
|
(1,493
|
)
|
(27,053
|
)
|
||||
Kite Realty Group Trust
|
(1,625
|
)
|
(37,050
|
)
|
||||
Pebblebrook Hotel Trust
|
(1,831
|
)
|
(30,486
|
)
|
||||
Ryman Hospitality Properties, Inc.
|
(357
|
)
|
(32,676
|
)
|
||||
(257,552
|
)
|
|||||||
Wood Product Manufacturing - (0.16)%
|
||||||||
Weyerhaeuser Co.
|
(1,160
|
)
|
(37,944
|
)
|
||||
TOTAL REAL ESTATE INVESTMENT TRUSTS (Proceeds $334,368)
|
(321,982
|
)
|
||||||
TOTAL SECURITIES SOLD SHORT
|
||||||||
(Proceeds $13,933,376) - (47.03)%
|
$
|
(11,461,275
|
)
|
PLC
|
Public Limited Company
|
S&P
|
Standards & Poor's
|
(a)
|
Non-income producing security.
|
Statement of Assets and Liabilities
|
Assets
|
||||
Investments, at value (cost $26,364,303)
|
$
|
29,778,481
|
||
Deposit for short sales at broker
|
6,034,681
|
|||
Dividends and interest receivable
|
47,511
|
|||
Total Assets
|
35,860,673
|
|||
Liabilities
|
||||
Securities sold short, at value (proceeds $13,933,376)
|
11,461,275
|
|||
Dividends payable on short positions
|
6,833
|
|||
Payable to Adviser
|
17,777
|
|||
Total Liabilities
|
11,485,885
|
|||
Net Assets
|
$
|
24,374,788
|
||
Net Assets Consist Of:
|
||||
Paid-in capital
|
19,691,916
|
|||
Total distributable earnings
|
4,682,872
|
|||
Net Assets
|
$
|
24,374,788
|
||
Shares of beneficial interest outstanding (unlimited
|
||||
number of shares authorized, $0.001 par value)
|
1,577,329
|
|||
Net asset value, redemption price and offering price per share
|
$
|
15.45
|
Statement of Operations
|
Investment Income
|
||||
Dividend income
|
$
|
452,349
|
||
Interest Income
|
8,961
|
|||
Total Investment Income
|
461,310
|
|||
Expenses
|
||||
Management fees
|
241,647
|
|||
Dividend expense
|
72,853
|
|||
Administration fees
|
30,532
|
|||
Federal and state registration fees
|
22,964
|
|||
Legal fees
|
6,425
|
|||
Trustees' fees
|
6,224
|
|||
Chief Compliance Officer fees
|
3,998
|
|||
Transfer agent fees and expenses
|
3,488
|
|||
Insurance fees
|
2,748
|
|||
Reports to shareholders
|
1,767
|
|||
Fund accounting fees
|
1,501
|
|||
Interest and broker expenses
|
657
|
|||
Custody fees
|
528
|
|||
Other expenses
|
680
|
|||
Total Expenses
|
396,012
|
|||
Expense reimbursement due from Adviser (Note 4)
|
(50,044
|
)
|
||
Net Expenses
|
345,968
|
|||
Net Investment Income
|
115,342
|
|||
Realized and Unrealized Gain (Loss) on Investments
|
||||
Net realized gain (loss) from:
|
||||
Investments
|
(3,695,829
|
)
|
||
Short transactions
|
2,398,166
|
|||
In-kind redemptions
|
4,375,199
|
|||
Change in net unrealized appreciation/depreciation on:
|
||||
Investments
|
(3,199,363
|
)
|
||
Short transactions
|
757,203
|
|||
Realized and Unrealized Gain on Investments
|
635,376
|
|||
Net Increase in Net Assets from Operations
|
$
|
750,718
|
(a)
|
The Fund converted from a mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization on February 18, 2022. See Note 1 in the Notes to Financial Statements for additional information about the Reorganization.
|
Statements of Changes in Net Assets
|
Year Ended
|
Year Ended
|
|||||||
November 30,
|
November 30,
|
|||||||
2022(a)
|
2021
|
|||||||
From Operations
|
||||||||
Net investment income
|
$
|
115,342
|
$
|
(50,567
|
)
|
|||
Net realized gain (loss) from:
|
||||||||
Investments
|
(3,695,829
|
)
|
9,853,452
|
|||||
Short transactions
|
2,398,166
|
(3,340,029
|
)
|
|||||
In-kind redemptions
|
4,375,199
|
-
|
||||||
Change in net unrealized appreciation/depreciation on:
|
||||||||
Investments
|
(3,199,363
|
)
|
(1,146,890
|
)
|
||||
Short transactions
|
757,203
|
1,511,174
|
||||||
Net increase in net assets from operations
|
750,718
|
6,827,140
|
||||||
From Distributions
|
||||||||
Net distributions
|
(4,719,159
|
)
|
(62,000
|
)
|
||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
(4,719,159
|
)
|
(62,000
|
)
|
||||
From Capital Share Transactions
|
||||||||
Proceeds from shares sold
|
17,432,127
|
12,942,673
|
||||||
Net asset value of shares issued in
|
||||||||
reinvestment of distributions to shareholders
|
4,325,163
|
28,272
|
||||||
Payments for shares redeemed
|
(22,727,413
|
)
|
(12,959,595
|
)
|
||||
Net increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(970,123
|
)
|
11,350
|
|||||
Total Increase (Decrease) In Net Assets
|
(4,938,564
|
)
|
6,776,490
|
|||||
Net Assets
|
||||||||
Beginning of year
|
29,313,352
|
22,536,862
|
||||||
End of year
|
$
|
24,374,788
|
$
|
29,313,352
|
(a)
|
The Fund converted from a mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization on February 18, 2022. See Note 1 in the Notes to Financial Statements for additional information about the Reorganization.
|
Statement of Cash Flows
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net increase in net assets resulting from operations
|
$
|
750,718
|
||
Adjustments to reconcile net increase in net assets
|
||||
from operations to net cash used in operating activities:
|
||||
Purchases of investments
|
(86,725,690
|
)
|
||
Purchases of short-term investments, net
|
(96,659
|
)
|
||
Proceeds from sales of long-term investments
|
87,956,761
|
|||
Return of capital distributions received from underlying investments
|
53,666
|
|||
Increase in dividends and interest receivable
|
(1,393
|
)
|
||
Decrease in receivable for investment securities sold
|
2,387,695
|
|||
Decrease in other assets
|
15,061
|
|||
Proceeds from securities sold short
|
30,224,648
|
|||
Purchases to cover securities sold short
|
(25,418,470
|
)
|
||
Increase in payable for investment securities purchased
|
(2,550,385
|
)
|
||
Decrease in payable for fund shares redeemed
|
(6,824
|
)
|
||
Increase in dividends payable on short positions
|
3,366
|
|||
Decrease in payable to broker for interest expense
|
(1,929
|
)
|
||
Increase in payable to Adviser
|
662
|
|||
Decrease in accrued expenses and other liabilities
|
(86,410
|
)
|
||
Unrealized depreciation on investments
|
3,199,363
|
|||
Unrealized appreciation on short transactions
|
(757,203
|
)
|
||
Net realized gain on investments
|
(679,370
|
)
|
||
Net realized gain on short transactions
|
(2,398,166
|
)
|
||
Net cash provided by operating activities
|
5,869,441
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||
Proceeds from shares sold
|
17,452,127
|
|||
Payment on shares redeemed
|
(22,727,413
|
)
|
||
Cash distributions paid to shareholders
|
(393,996
|
)
|
||
Net cash used in financing activities
|
(5,669,282
|
)
|
||
Net change in cash
|
200,159
|
|||
Beginning balance
|
5,834,522
|
|||
Ending balance
|
$
|
6,034,681
|
||
SUPPLEMENTAL DISCLOSURES:
|
||||
Cash paid for interest
|
6,125
|
|||
Non-cash operating activities - purchases of investment securities in-kind
|
(15,161,175
|
)
|
||
Non-cash operating activities - sales of investment securities in-kind
|
16,069,429
|
|||
Non-cash operating activities - proceeds from shares sold in-kind
|
15,161,175
|
|||
Non-cash financing activities - payment on shares redeemed in-kind
|
(16,069,429
|
)
|
||
Non-cash financing activities - distributions reinvested
|
4,325,163
|
|||
Non-cash financing activities - decrease in receivable for Fund shares sold
|
20,000
|
|||
Non-cash financing activities - decrease in payable for Fund shares redeemed
|
6,824
|
|||
RESTRICTED AND UNRESTRICTED CASH:
|
||||
Beginning Balances:
|
||||
Cash
|
-
|
|||
Deposit with brokers short sale proceeds
|
5,834,522
|
|||
Ending Balances:
|
||||
Cash
|
-
|
|||
Deposit with brokers short sale proceeds
|
6,034,681
|
(a)
|
The Fund converted from a mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization on February 18, 2022. See Note 1 in the Notes to Financial Statements for additional information about the Reorganization.
|
Financial Highlights
|
(1)
|
Per share net investment income was calculated using the daily average shares outstanding method.
|
(2)
|
Total return on net asset value (NAV) represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.
|
(3)
|
The ratio of expenses to average net assets includes dividends on short positions, interest and broker expenses. The annualized before waiver, expense reimbursement and recoupments and after waiver, expense reimbursement and recoupments ratios excluding dividends on short positions, interest and broker expenses were 1.28% and 1.08%, 1.95% and 1.50%, 1.69% and 1.50%, 1.32% and 1.32%, 1.27% and 1.27% for the years ended November 30, 2022, November 30, 2021, November 30, 2020, November 30, 2019, November 30, 2018, respectively.
|
(4)
|
Total return 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.
|
(5)
|
Excludes the impact of in-kind transactions.
|
(6)
|
The Fund converted from a mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization on February 18, 2022. See Note 1 in the Notes to Financial Statements for additional information about the Reorganization.
|
Year Ended November 30,
|
||||||||||||||||||
2022(6)
|
2021
|
2020
|
2019
|
2018
|
||||||||||||||
$
|
17.94
|
$
|
14.03
|
$
|
19.76
|
$
|
19.83
|
$
|
21.03
|
|||||||||
0.07
|
(0.03
|
)
|
0.01
|
0.14
|
0.01
|
|||||||||||||
0.31
|
3.98
|
(1.11
|
)
|
0.65
|
1.47
|
|||||||||||||
0.38
|
3.95
|
(1.10
|
)
|
0.79
|
1.48
|
|||||||||||||
-
|
(0.04
|
)
|
(0.13
|
)
|
(0.07
|
)
|
(0.04
|
)
|
||||||||||
(2.87
|
)
|
-
|
(4.50
|
)
|
(0.79
|
)
|
(2.64
|
)
|
||||||||||
(2.87
|
)
|
(0.04
|
)
|
(4.63
|
)
|
(0.86
|
)
|
(2.68
|
)
|
|||||||||
$
|
15.45
|
$
|
17.94
|
$
|
14.03
|
$
|
19.76
|
$
|
19.83
|
|||||||||
$
|
15.43
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||
2.39
|
%
|
28.26
|
%
|
-7.68
|
%
|
4.72
|
%
|
7.69
|
%
|
|||||||||
2.20
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
|||||||||
$
|
24,375
|
$
|
29,313
|
$
|
22,537
|
$
|
67,741
|
$
|
112,861
|
|||||||||
1.58
|
%
|
2.56
|
%
|
2.58
|
%
|
2.18
|
%
|
2.20
|
%
|
|||||||||
1.38
|
%
|
2.11
|
%
|
2.39
|
%
|
2.18
|
%
|
2.20
|
%
|
|||||||||
0.26
|
%
|
(0.63
|
)%
|
(0.13
|
)%
|
0.76
|
%
|
0.03
|
%
|
|||||||||
0.46
|
%
|
(0.18
|
)%
|
0.06
|
%
|
0.76
|
%
|
0.03
|
%
|
|||||||||
244.44
|
%(5)
|
303.76
|
%
|
251.72
|
%
|
239.08
|
%
|
193.55
|
%
|
(1)
|
Organization
|
Trust for Professional Managers (the "Trust") was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Convergence Long/Short Equity ETF (the "Fund") represents a distinct diversified series with its own investment objectives, and policies within the Trust. The investment objective of the Fund is to seek long-term capital growth. The Fund is an actively managed exchange-traded fund ("ETF"). The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value.
|
|
Effective February 18, 2022, the Fund converted from a mutual fund to an ETF, pursuant to an Agreement and Plan of Reorganization. The reorganization was accomplished by a tax-free exchange of shares (with an exception for fractional mutual fund shares). The costs of the reorganization were borne by the Fund's investment adviser Convergence Investment Partners, LLC (the "Adviser"). The reorganization did not result in a material change to the investment portfolio. The mutual fund offered Institutional Class shares and commenced operations on December 29, 2009. The following table illustrates the specifics of the reorganization of the mutual fund into the ETF:
|
Shares Issued
|
|||||
Convergence
|
to Shareholders
|
Convergence
|
|||
Long/Short
|
of Convergence
|
Long/Short
|
|||
Equity Fund
|
Long/Short
|
Equity ETF
|
Combined
|
Tax Status
|
|
Net Assets*
|
Equity Fund
|
Net Assets
|
Net Assets
|
of Transfer
|
|
$26,419,556
|
1,707,329
|
$ -
|
$26,419,556
|
Non-Taxable
|
*
|
Includes accumulated net investment losses, accumulated realized gains and unrealized appreciation in the amounts of $(86,871), $2,453,571, and $8,049,316, respectively.
|
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standard Codification Topic 946 "Financial Services-Investment Companies."
|
|
(2)
|
Significant Accounting Policies
|
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America ("GAAP").
|
|
(a) Investment Valuation
|
|
Each security owned by the Fund, including long and short positions of common stock and real estate investment trusts, that is listed on a securities exchange, except those listed on the NASDAQ Stock Market LLC ("NASDAQ"), is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally consider to be the principal exchange on which the stock is traded.
|
Fund securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or on NASDAQ on such day, the security shall be valued at, (i) the mean between the most recent quoted bid and asked prices at the close of the exchange on such day or (ii) the last sales price on the Composite Market for the day such security is being valued. "Composite Market" means a consolidation of the trade information provided by national securities and foreign exchanges and over-the-counter markets, as published by an approved independent pricing service ("Pricing Service").
|
|
Debt securities, including short-term debt instruments having a maturity of 60 days or less, are valued at the mean in accordance with prices supplied by a Pricing Service. Pricing Services may use various valuation methodologies such as the mean between the bid and the asked prices, matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. If a price is not available from a Pricing Service, the most recent quotation obtained from one or more broker-dealers known to follow the issue will be obtained. Quotations will be valued at the mean between the bid and the offer. In the absence of available quotations, the securities will be priced at fair value, as described below. Any discount or premium is accreted or amortized using the constant yield method until maturity.
|
|
Redeemable securities issued by open-end, registered investment companies are valued at the net asset value ("NAV") of such companies for purchase and/or redemption orders placed on that day. If, on a particular day, a share of an investment company is not listed on NASDAQ, such security's fair value will be determined as described below. Money market mutual funds are valued at cost. If cost does not represent current market value the securities will be priced at fair value.
|
|
When market quotations are not readily available, any security or other asset is valued at its fair value in accordance with Rule 2a-5 of the 1940 Act as determined under the Adviser's fair value pricing procedures, subject to oversight by the Trust's Board of Trustees. These fair value procedures will also be used to price a security when corporate events, events in the securities market or world events cause the Adviser to believe that a security's last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced.
|
|
FASB Accounting Standards Codification, "Fair Value Measurements and Disclosures" Topic 820 ("ASC 820"), establishes an authoritative definition of fair value and sets out a hierarchy for measuring fair value. ASC 820 requires an entity to evaluate certain factors to determine whether there has been a significant decrease in volume and level of activity for the security such that recent transactions and quoted prices may not be determinative of fair value and further analysis and adjustment may be necessary to estimate fair value. ASC 820 also requires enhanced disclosures regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for each class of investments. These inputs are summarized in the three broad levels listed below:
|
Level 1-
|
Quoted prices in active markets for identical securities.
|
Level 2-
|
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
|
|
Level 3-
|
Significant unobservable inputs (including a Fund's own assumptions in determining the fair value of investments).
|
The inputs or methodology 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 to value the Fund's investments carried at fair value as of November 30, 2022:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Assets(1):
|
|||||||||||||||||
Common Stock
|
$
|
28,930,696
|
$
|
-
|
$
|
-
|
$
|
28,930,696
|
|||||||||
Real Estate Investment Trusts
|
680,077
|
-
|
-
|
680,077
|
|||||||||||||
Short-Term Investments
|
167,708
|
-
|
-
|
167,708
|
|||||||||||||
Total Investments
|
29,778,481
|
-
|
-
|
29,778,481
|
|||||||||||||
Total Assets
|
$
|
29,778,481
|
$
|
-
|
$
|
-
|
$
|
29,778,481
|
|||||||||
Liabilities:
|
|||||||||||||||||
Securities Sold Short
|
|||||||||||||||||
Common Stocks
|
$
|
(11,139,293
|
)
|
$
|
-
|
$
|
-
|
$
|
(11,139,293
|
)
|
|||||||
Real Estate Investment Trusts
|
(321,982
|
)
|
-
|
-
|
(321,982
|
)
|
|||||||||||
Total Securities Sold Short
|
(11,461,275
|
)
|
-
|
-
|
(11,461,275
|
)
|
|||||||||||
Total Liabilities
|
$
|
(11,461,275
|
)
|
$
|
-
|
$
|
-
|
$
|
(11,461,275
|
)
|
(1) See the Schedule of Investments for industry classifications.
|
The Fund did not hold any Level 3 securities during the year ended November 30, 2022.
|
|
Except for securities sold short, the Fund did not engage in any derivative securities or engage in hedging activities during the year ended November 30, 2022.
|
|
(b) Short Positions
|
|
The Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. For financial statement purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short positions. Subsequent fluctuations in the market prices of the securities sold, but not yet purchased, may require purchasing the securities at prices which could differ from the amount reflected in the Statement of Assets and Liabilities. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. Such amounts are recorded on the ex-dividend date as a dividend expense, and interest expense is accrued daily. As collateral for its short positions, the Fund is required under the 1940 Act to maintain
|
segregated assets consisting of cash, cash equivalents or liquid securities. The segregated assets are valued consistent with Note 2a above. The amount of segregated assets is required to be adjusted daily to the extent additional collateral is required based on the change in fair value of the securities sold short. The Fund's securities sold short and deposits for short sales are held with one major securities broker-dealer. The Fund does not require this broker-dealer to maintain collateral in support of the receivable for proceeds on securities sold short.
|
|
Rule 18f-4 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities and requires funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Effective August 19, 2022, the Fund has adopted a Full Derivatives Fund Program and the Adviser has nominated a Derivatives Risk Manager.
|
|
(c) Federal Income Taxes
|
|
The Fund complies with the requirements of Subchapter M of the Internal Revenue Code, as amended, necessary to qualify as a regulated investment company and makes the requisite distributions of income and capital gains to their shareholders sufficient to relieve them from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.
|
|
As of and during the year ended November 30, 2022, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended November 30, 2022, the Fund did not incur any interest or penalties. The Fund is not subject to examination by U.S. taxing authorities for the tax periods prior to the year ended November 30, 2019.
|
|
(d) Distributions to Shareholders
|
|
The Fund will distribute any net investment income and any net capital gains at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.
|
|
(e) Use of Estimates
|
|
The preparation of financial statements in conformity with 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.
|
(f) Share Valuation
|
|
The NAV per share of the Fund is calculated by dividing the sum of the fair value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund's shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The Fund does not charge a redemption fee, and therefore the offering and redemption price per share are equal to the Fund's NAV per share.
|
|
(g) Allocation of Income, Expenses and Gains/Losses
|
|
Expenses associated with a specific fund in the Trust are charged to that Fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.
|
|
(h) Other
|
|
Investment transactions are recorded on the trade date. The Fund determines the gain or loss from investment transactions on the identified cost basis by comparing original cost of the security lot sold with the net sale proceeds. Dividend income and expense is recognized on the ex-dividend date and interest income and expense is recognized on an accrual basis. Dividend income from real estate investment trusts ("REITs") is recognized on the ex-date and included in dividend income. The calendar year-end classification of distributions received from REITs during the fiscal year are reported subsequent to year end; accordingly, the Fund estimates the character of REIT distributions based on the most recent information available and adjusts for actual classifications in the calendar year the information is reported.
|
|
Withholding taxes on foreign dividends, net of any reclaims, have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
|
|
(3)
|
Federal Tax Matters
|
The tax character of distributions paid by the Fund during the fiscal years ended November 30, 2022 and November 30, 2021 was as follows:
|
November 30, 2022
|
November 30, 2021
|
||
Ordinary Income
|
$2,017,958
|
$ 62,000
|
|
Long-Term Capital Gain
|
$2,701,201
|
$ -
|
The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended November 30, 2022. The Fund utilized earnings and profits distributed to shareholders on redemption of shares as part of the dividend paid deduction. The amounts designated as gain for the fiscal years ended November 30, 2022 and 2021 were as follows:
|
November 30, 2022
|
November 30, 2021
|
||
Long-term
|
$ -
|
$1,489,805
|
As of November 30, 2022, the components of distributable earnings on a tax basis were as follows:
|
Cost basis of investments for federal income tax purposes(1)
|
$
|
12,632,469
|
|||
Gross tax unrealized appreciation
|
$
|
6,866,549
|
|||
Gross tax unrealized depreciation
|
(1,181,812
|
)
|
|||
Net tax unrealized appreciation
|
5,684,737
|
||||
Undistributed ordinary income
|
122,991
|
||||
Undistributed long-term capital gain
|
-
|
||||
Total distributable earnings
|
122,991
|
||||
Other accumulated losses
|
(1,124,856
|
)
|
|||
Total distributable earnings
|
$
|
4,682,872
|
(1) Includes securities sold short.
|
The tax basis of distributable earnings for tax and financial reporting purposes differs principally due to the deferral of losses on wash sales.
|
|
At November 30, 2022, the Fund had short-term capital loss carryovers of $1,074,293.
|
|
Income and capital gains distributions may differ from GAAP, primarily due to timing differences in the recognition of income, gains and losses, and equalization by the Fund. To the extent that these differences are attributable to permanent book and tax accounting differences, the components of net assets have been adjusted. Additionally, GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications are due to redemptions in-kind and have no effect on net assets or NAV per share. For the year ended November 30, 2022, the following table shows the reclassifications made:
|
Paid-in capital
|
$
|
4,285,565
|
|||
Total distributable earnings
|
$
|
(4,285,565
|
)
|
(4)
|
Investment Adviser
|
The Trust has an Investment Advisory Agreement (the "Agreement") with the Adviser to furnish investment advisory services to the Fund. For the year ended November 30, 2022, under the terms of the Agreement, the Fund compensated the Adviser for its management services at the annual rate of 0.96% of the Fund's average daily net assets. This represents a blended rate of 1.00% pre-Reorganization and 0.95% post-Reorganization.
|
|
Prior to the Reorganization, the Adviser contractually agreed to waive its management fee and/or reimburse the Fund's other expenses at least through the expiration date listed below, at the discretion of the Adviser and the Board of Trustees, to the extent necessary to ensure that the Fund's operating expenses (exclusive of front-end or contingent deferred loads, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage (i.e., any expenses incurred in connection with borrowings made by the Fund), interest (including interest incurred in connection with bank and custody overdrafts),
|
brokerage commissions and other transactional expenses, expenses incurred in connection with any merger or reorganization, dividends or interest on short positions, acquired fund fees and expenses or extraordinary expenses such as litigation) did not exceed 1.50% of the Fund's average daily net assets (the "Expense Limitation Cap").
|
|
Pursuant to the Reorganization, any previously waived expenses are no longer subject to recoupment and have expired.
|
|
After the Reorganization, under the terms of the Agreement, the Adviser has agreed to pay all expenses of the Fund except interest charges on any borrowings, dividends, and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the "Excluded Expenses"), and the unitary management fee payable to the Adviser.
|
|
(5)
|
Related Party Transactions
|
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services" or the "Administrator"), acts as the Fund's administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund's custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund's expenses and reviews the Fund's expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Fund. U.S. Bank National Association ("U.S. Bank"), an affiliate of Fund Services, serves as the Fund's custodian. The Trust's Chief Compliance Officer is also an employee of Fund Services. Fees incurred for the year ended November 30, 2022, and owed as of November 30, 2022 were as follows:
|
Incurred
|
Owed
|
||||||||
Fund Administration and Accounting
|
$
|
30,532
|
$
|
-
|
|||||
Pricing
|
$
|
1,501
|
$
|
-
|
|||||
Transfer Agency
|
$
|
3,488
|
$
|
-
|
|||||
Custody
|
$
|
528
|
$
|
-
|
|||||
Chief Compliance Officer
|
$
|
3,998
|
$
|
-
|
The Adviser paid the above referenced expenses for any periods following the Reorganization due to the unitary fee structure adopted by the Fund in connection with the Reorganization.
|
|
The Fund had a line of credit with U.S. Bank through February 18, 2022 (see Note 9).
|
|
Quasar Distributors, LLC ("Quasar"), a wholly owned broker-dealer subsidiary of Foreside Financial Group, LLC, acts as the Fund's principal underwriter in a continuous public offering of Fund shares.
|
|
Certain officers of the Fund are also employees of Fund Services. A Trustee of the Trust is affiliated with Fund Services and U.S. Bank.
|
(6)
|
Capital Share Transactions
|
Transactions in the Fund were as follows:
|
Year Ended
|
Year Ended
|
||||||||
November 30, 2022
|
November 30, 2021
|
||||||||
Shares sold
|
1,135,206
|
836,583
|
|||||||
Shares reinvested
|
283,803
|
1,964
|
|||||||
Shares redeemed
|
(1,475,356
|
)
|
(811,170
|
)
|
|||||
Net increase (decrease)
|
(56,347
|
)
|
27,377
|
(7)
|
Investment Transactions
|
The aggregate purchases and sales of securities (excluding short-term investments and securities sold short), creations in-kind and redemptions in-kind for the Fund for the year ended November 30, 2022 is summarized below. There were no purchases or sales of U.S. government securities for the Fund.
|
Purchases
|
Sales
|
Creations In-Kind
|
Redemptions In-Kind
|
$71,564,514
|
$71,887,333
|
$15,161,175
|
$16,069,429
|
(8)
|
Creation and Redemption Transactions
|
Shares of the Fund are listed and traded on the Cboe BZX Exchange, Inc. (the "Exchange"). The Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares called "Creation Units." A Creation Unit generally consists of 10,000 shares. Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the NYSE is open for trading. The NAV of the shares of the Fund will be equal to the Fund's total assets minus the Fund's total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to five decimal places.
|
|
Only "Authorized Participants" may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.
|
Creation Unit Transaction Fee
|
|
Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the "Creation Transaction Fee") in connection with the issuance of Creation Units. The standard Creation Transaction Fee will be the same regardless of the number of Creation Units purchased by an investor on the applicable Business Day. The Creation Transaction Fee for the Fund is $300.
|
|
An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for cash purchases, non-standard orders, or partial purchase of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with cash. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders.
|
|
A creation unit will generally not be issued until the transfer of good title of the deposit securities to the Fund and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will be issued to such authorized participant notwithstanding the fact that the Fund's deposits have not been received in part or in whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If the Fund or its agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be deemed rejected and the authorized participant shall be liable to the Fund for losses, if any.
|
|
(9)
|
Line of Credit
|
The Fund had a line of credit in the amount of the lesser of 33.33% of the fair value of unencumbered assets of the Fund or $4,000,000 through February 18, 2022. The unsecured line of credit was intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility was with the Fund's custodian, U.S. Bank. Interest was accrued at the prime rate of 3.25%. There were no loans outstanding for the Fund as of November 30, 2022. The following table provides information regarding usage of the line of credit for the year ended November 30, 2022.
|
Average
|
Maximum
|
Maximum
|
||
Days
|
Amount of
|
Interest
|
Amount of
|
Borrowing
|
Utilized
|
Borrowing
|
Expense*
|
Borrowing
|
Dates
|
3
|
$63,167
|
$10
|
$89,000
|
2/11/2022 through
|
2/13/2022
|
* Interest expense is included within Interest and broker expenses on the Statement of Operations.
|
(10)
|
Recent Market Events
|
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation, uncertainty
|
regarding central banks' interest rate increases, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine and the impact of the coronavirus (COVID-19) global pandemic. The global recovery from COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.
|
|
(11)
|
Subsequent Events
|
Management has evaluated the Fund's related events and transactions that occurred subsequent to November 30, 2022, through the date of issuance of the Fund's financial statements. Management has determined that there were no subsequent events requiring recognition or disclosure in the financial statements other than the following:
|
|
The Fund paid distributions to shareholders as follows:
|
Ordinary
|
Ordinary
|
|||
Record
|
Reinvestment
|
Income
|
Distribution
|
|
Date
|
Ex-Date
|
Payable Date
|
Rate
|
Paid
|
12/16/22
|
12/15/22
|
12/19/22
|
0.12498259
|
$194,639
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Independent Trustees
|
|||||
Michael D. Akers, Ph.D.
|
Trustee
|
Indefinite
|
22
|
Professor Emeritus,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Department
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
of Accounting,
|
MUTUALS
|
||
Year of Birth: 1955
|
2001
|
(June 2019-
|
(an open-end
|
||
present), Professor,
|
investment
|
||||
Department
|
company)
|
||||
of Accounting,
|
(2001-2021).
|
||||
(2004-May 2019),
|
|||||
Chair, Department
|
|||||
of Accounting
|
|||||
(2004-2017),
|
|||||
Marquette University.
|
|||||
Gary A. Drska
|
Trustee
|
Indefinite
|
22
|
Retired;
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Former Pilot,
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
Frontier/Midwest
|
MUTUALS
|
||
Year of Birth: 1956
|
2001
|
Airlines, Inc.
|
(an open-end
|
||
(airline company)
|
investment
|
||||
(1986-2021).
|
company)
|
||||
(2001-2021).
|
|||||
Vincent P. Lyles
|
Trustee
|
Indefinite
|
22
|
System Vice
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
President of
|
Director, BMO
|
||
Milwaukee, WI 53202
|
April 6,
|
Community
|
Funds, Inc. (an
|
||
Year of Birth: 1961
|
2022
|
Relations, Advocate
|
open-end
|
||
Aurora Health
|
investment
|
||||
Care (health care
|
company)
|
||||
provider) (2019-
|
(2017-2022).
|
||||
present); President
|
|||||
and Chief Executive
|
|||||
Officer, Boys & Girls
|
|||||
Club of Greater
|
|||||
Milwaukee
|
|||||
(2012-2018).
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Erik K. Olstein
|
Trustee
|
Indefinite
|
22
|
Retired; President
|
Trustee, The
|
615 E. Michigan St.
|
Term; Since
|
and Chief Operating
|
Olstein Funds
|
||
Milwaukee, WI 53202
|
April 6,
|
Officer (2000-
|
(an open-end
|
||
Year of Birth: 1967
|
2022
|
2020), Vice
|
investment
|
||
President of Sales
|
company)
|
||||
and Chief Operating
|
(1995-2018).
|
||||
Officer (1995-2000),
|
|||||
Olstein Capital
|
|||||
Management, L.P.
|
|||||
(asset management
|
|||||
firm); Secretary and
|
|||||
Assistant Treasurer,
|
|||||
The Olstein Funds
|
|||||
(1995-2018).
|
|||||
Lisa Zúñiga Ramírez
|
Trustee
|
Indefinite
|
22
|
Retired; Principal
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
and Senior Portfolio
|
|||
Milwaukee, WI 53202
|
April 6,
|
Manager, Segall,
|
|||
Year of Birth: 1969
|
2022
|
Bryant & Hamill, LLC
|
|||
(asset management
|
|||||
firm) (2018-2020);
|
|||||
Partner and Senior
|
|||||
Portfolio Manager,
|
|||||
Denver Investments
|
|||||
LLC (asset
|
|||||
management firm)
|
|||||
(2009-2018).
|
|||||
Gregory M. Wesley
|
Trustee
|
Indefinite
|
22
|
Senior Vice
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
President of
|
|||
Milwaukee, WI 53202
|
April 6,
|
Strategic Alliances
|
|||
Year of Birth: 1969
|
2022
|
and Business
|
|||
Development, Medical
|
|||||
College of Wisconsin
|
|||||
(2016-present).
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Officers
|
|||||
John P. Buckel
|
President
|
Indefinite
|
N/A
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
and
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Principal
|
January 24,
|
Services, LLC
|
||
Year of Birth: 1957
|
Executive
|
2013
|
(2004-present).
|
||
Officer
|
|||||
Jennifer A. Lima
|
Vice
|
Indefinite
|
N/A
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
President,
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Treasurer
|
January 24,
|
Services, LLC
|
||
Year of Birth: 1974
|
and
|
2013
|
(2002-present).
|
||
Principal
|
|||||
Financial
|
|||||
and
|
|||||
Accounting
|
|||||
Officer
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Deanna B. Marotz
|
Chief
|
Indefinite
|
N/A
|
Senior Vice President
|
N/A
|
615 E. Michigan St.
|
Compliance
|
Term; Since
|
US Bancorp Fund
|
||
Milwaukee, WI 53202
|
Officer,
|
October 21,
|
Services, LLC
|
||
Year of Birth: 1965
|
Vice
|
2021
|
(2021-present);
|
||
President
|
Chief Compliance
|
||||
and Anti-
|
Officer of Keeley-Teton
|
||||
Money
|
Advisors, LLC and
|
||||
Laundering
|
Teton Advisors, Inc
|
||||
Officer
|
(since 2017); Chief
|
||||
Compliance Officer
|
|||||
of Keeley Asset
|
|||||
Management Corp.
|
|||||
(2015-2017).
|
|||||
Jay S. Fitton
|
Secretary
|
Indefinite
|
N/A
|
Assistant Vice
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
President, U.S.
|
|||
Milwaukee, WI 53202
|
July 22, 2019
|
Bancorp Fund
|
|||
Year of Birth: 1970
|
Services, LLC
|
||||
(2019-present);
|
|||||
Partner, Practus, LLP
|
|||||
(2018-2019);
|
|||||
Counsel, Drinker
|
|||||
Biddle & Reath, LLP
|
|||||
(2016-2018).
|
|||||
Kelly A. Strauss
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
President, U.S.
|
||
Milwaukee, WI 53202
|
April 23,
|
Bancorp Fund
|
|||
Year of Birth: 1987
|
2015
|
Services, LLC
|
|||
(2011-present).
|
|||||
Shannon Coyle
|
Assistant
|
Indefinite
|
N/A
|
Officer,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
August 26,
|
Services, LLC
|
|||
Year of Birth: 1990
|
2022
|
(2015-present).
|
|||
Laura A. Carroll
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
President, U.S.
|
||
Milwaukee, WI 53202
|
August 20,
|
Bancorp Fund
|
|||
Year of Birth: 1985
|
2018
|
Services, LLC
|
|||
(2007-present).
|
Investment Adviser
|
Convergence Investment Partners, LLC
|
3801 PGA Boulevard
|
|
Suite 1001
|
|
Palm Beach Gardens, Florida 33410
|
|
Legal Counsel
|
Godfrey & Kahn, S.C.
|
833 East Michigan Street
|
|
Suite 1800
|
|
Milwaukee, Wisconsin 53202
|
|
Independent Registered Public
|
Cohen & Company, Ltd.
|
Accounting Firm
|
342 North Water Street
|
Suite 830
|
|
Milwaukee, Wisconsin 53202
|
|
Transfer Agent, Fund Accountant and
|
U.S. Bancorp Fund Services, LLC
|
Fund Administrator
|
615 East Michigan Street
|
Milwaukee, Wisconsin 53202
|
|
Custodian
|
U.S. Bank National Association
|
Custody Operations
|
|
1555 North River Center Drive
|
|
Milwaukee, Wisconsin 53212
|
|
Distributor
|
Foreside Fund Services
|
Three Canal Plaza
|
|
Suite 100
|
|
Portland, Maine 04101
|
(b)
|
Not applicable.
|
FYE 11/30/2022
|
FYE 11/30/2021
|
|
Audit Fees
|
$16,500
|
$16,500
|
Audit-Related Fees
|
$4,000
|
$0
|
Tax Fees
|
$3,000
|
$3,000
|
All Other Fees
|
$0
|
$0
|
FYE 11/30/2022
|
FYE 11/30/2021
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 11/30/2022
|
FYE 11/30/2021
|
Registrant
|
0
|
0
|
Registrant's Investment Adviser
|
0
|
0
|
(a)
|
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The entire Board of Trustees is acting as the registrant's audit committee.
|
(b)
|
Not applicable.
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant's President and Treasurer 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 have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|