As filed with the Securities and Exchange Commission on May 2, 2024

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

811-23011

Investment Company Act file number

 

THE RBB FUND TRUST
(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, 2024

 

Date of reporting period: February 29, 2024

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

 

 

Evermore Global Value Fund

 

of The RBB Fund Trust

 

Semi-Annual Report ● February 29, 2024

 

 

 

 

This report is submitted for the general information of the shareholders of the Evermore Global Value Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus for the Fund.

 

 

Table of Contents

   

Performance Information (Unaudited)

1

Sector Allocation (Unaudited)

2

Expense Example (Unaudited)

3

Schedule of Investments (Unaudited)

4

Statement of Assets and Liabilities (Unaudited)

7

Statement of Operations (Unaudited)

8

Statements of Changes in Net Assets (Unaudited)

9

Financial Highlights (Unaudited)

11

Notes to Financial Statements (Unaudited)

15

Additional Information (Unaudited)

29

 

 

 

 

Evermore Global Value Fund

 

Performance Information (Unaudited)

 

 

Comparison of Change in Value of $10,000 Investment in Evermore Global Value Fund vs. MSCI All-Country World Index ex USA & HFRX Event Driven Index

 

 

Total Annualized Returns For The Periods Ended February 29, 2024:

 

Six
Months
(3)

1 Year

3 Year

5 Year

10 Year

Since
Inception
(1/1/2010)

Value of
$10,000
(2/29/2024)

Investor Class(1)

3.53%

1.44%

-5.95%

-1.12%

1.13%

2.44%

$11,188

Institutional Class(1)

3.58%

1.70%

-5.72%

-0.88%

1.37%

2.69%

$11,463

MSCI All-Country World Index ex USA

7.90%

12.51%

1.32%

5.44%

3.96%

4.67%(2)

$14,745

HFRX Event Driven Index

1.73%

-0.64%

-2.73%

1.88%

0.18%

1.45%(2)

$10,181

 

(1)

The Fund commenced operations on January 1, 2010 as a separate series (the “Predecessor Fund”) of Evermore Funds Trust. Effective as of the close of business on December 27, 2022, the Predecessor Fund was reorganized as a new series of The RBB Fund Trust (the “Reorganization”). The performance shown for periods prior to December 28, 2022 represents the performance of the Predecessor Fund.

 

(2)

Index performance shown is from inception date of the Fund and is not the inception date of the index itself.

 

(3)

Not annualized.

 

This chart illustrates the performance of a hypothetical $10,000 investment made on February 28, 2014, and reflects all Fund expenses. The chart is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains and dividends for a fund and dividends for an index. Index returns do not reflect the effects of fees and expenses. It is not possible to invest directly in an index.

 

Performance data quoted represents past performance; past performance does not guarantee future results. The performance data quoted reflects fee waivers in effect and would have been less in their absence. The investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 866-EVERMORE or (866-383-7667). The Total Annual Fund Operating Expenses as stated in the Fund’s Prospectus dated December 31, 2023, as supplemented, are 1.78% and 1.53% for Investor Class and Institutional Class, respectively. The Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursements, as stated in the Fund’s Prospectus dated December 31, 2023, as supplemented, are 1.62% and 1.37% for Investor Class and Institutional Class, respectively.

 

1

 

 

Evermore Global Value Fund

 

Sector Allocation as a Percentage of Total Portfolio at February 29, 2024 (Unaudited)

 

 

 

*

Data is expressed as a percentage of total portfolio. Data expressed excludes collateral on loaned securities and forward foreign currency contracts. Please refer to the Schedule of Investments and Schedule of Forward Foreign Currency Contracts for more details on the Fund’s individual holdings.

 

2

 

 

Evermore Global Value Fund

 

Expense Example for the Six Months Ended February 29, 2024 (Unaudited)

 

 

As a shareholder of the Evermore Global Value Fund (the “Fund”), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including investment advisory fees, distribution 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.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the six-month period from September 1, 2023 through February 29, 2024, and held for the entire period.

 

Actual Expenses

 

The first line of the accompanying table provides information about actual account values based on actual returns and actual expenses. You will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request a redemption be made by wire transfer, currently a $15.00 fee is charged by the Fund’s transfer agent. An Individual Retirement Account (“IRA”) will be charged a $15.00 annual maintenance fee. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds may vary. These expenses are not included in the example below. The example below includes, but is not limited to, investment advisory fees, shareholder servicing fees, fund accounting fees, custody fees and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses, and other extraordinary expenses as determined under generally accepted accounting principles. 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 the 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 ratios 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 the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or exchange fees. Therefore, the second line of the 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
09/01/23

   

Ending
Account Value
02/29/24

   

Expenses Paid
During the
Period*

   

Annualized
Expense
Ratio

 

Investor Class Actual *

  $ 1,000     $ 1,035.30     $ 8.10       1.60 %

Investor Class Hypothetical (5% annual return before expenses)

  $ 1,000     $ 1,016.91     $ 8.02       1.60 %
                                 

Institutional Class Actual*

  $ 1,000     $ 1,035.80     $ 6.83       1.35 %

Institutional Class Hypothetical (5% annual return before expenses)

  $ 1,000     $ 1,018.15     $ 6.77       1.35 %

 

*

Expenses are equal to the Fund’s annualized six-month expense ratio for the period September 1, 2023 to February 29, 2024, multiplied by the average account value over the period, multiplied by the number of days (182) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund.

 

3

 

 

Evermore Global Value Fund

 

Schedule of Investments at February 29, 2024 (Unaudited)

 

 

Allocation of Portfolio Holdings by Country as of February 29, 2024 (% of Net Assets)

 

Country

 

Long Exposure

 

United States

    28.4 %

Norway

    11.4 %

Sweden

    10.9 %

France

    10.7 %

Netherlands

    7.8 %

Denmark

    6.1 %

Belgium

    4.7 %

Italy

    3.0 %

Austria

    2.9 %

Monaco

    2.7 %

Subtotal

    88.6 %

 

Percentages are stated as a percent of net assets.

^

Excludes cash and equivalent (11.4% of net assets) consisting of Short-Term Investment-Money Market (5.8%), Securities Held as Collateral on Loaned Securities (0.5%) and net of Other Assets in Excess of Liabilities (5.1%).

 

 

 

 

Shares

 

Value

 

COMMON STOCKS — 88.6%

Capital Markets — 5.5%

KKR & Co., Inc. (United States)

47,055

  $ 4,623,624  

Chemicals — 4.7%

Solvay SA (Belgium)

32,850

    834,351  

Syensqo SA (Belgium)(a)

34,450

    3,075,866  
              3,910,217  

Entertainment — 3.4%

Modern Times Group MTG AB (Sweden) - Class B(a)

389,297

    2,803,386  

Industrial Conglomerates — 20.7%

Bollore SE (France)

650,827

    4,459,646  

EXOR NV (Netherlands)

59,368

    6,403,664  

Lifco AB (Sweden) - Class B(a)

232,085

    6,174,665  
              17,037,975  

Machinery — 4.1%

Esab Corp. (United States)

33,900

    3,360,168  

Marine — 23.8%

Cadeler AS (Denmark) - ADR(a)

236,279

    4,063,999  

Cadeler AS (Denmark)(a)

229,697

    998,259  

Frontline PLC (Norway)(b)

138,700

    3,124,911  

Genco Shipping & Trading Ltd. (United States)

119,300

    2,433,720  

Hoegh Autoliners ASA (Norway)

352,004

    3,433,442  

International Seaways, Inc. (United States)

65,700

    3,477,501  

Scorpio Tankers, Inc. (Monaco)

33,000

    2,215,290  
              19,747,122  

Media — 8.2%

IAC, Inc. (United States)(a)

41,851

  $ 2,377,137  

Vivendi SE (France)

390,738

    4,362,461  
              6,739,598  

Oil & Gas Equipment & Services — 3.5%

Odfjell Drilling Ltd. (Norway)

685,000

    2,886,064  

Oil, Gas & Consumable Fuels — 8.8%

Calumet Specialty Products Partners LP (United States)(a)

470,439

    7,310,623  

Real Estate Management — 3.0%

Infrastrutture Wireless Italiane SpA (Italy)(c)

227,000

    2,511,073  

Technology Hardware, Storage & Peripherals — 2.9%

Kontron AG (Austria)

105,813

    2,438,214  

TOTAL COMMON STOCKS (Cost $39,497,945)

      73,368,064  
                 

SHORT-TERM INVESTMENTS — 6.3%

Investments Purchased with Proceeds from Securities Lending — 0.5%

First American Government Obligations Fund - Class X, 5.23%(d)

444,587

    444,587  

 

 

The accompanying notes are an integral part of these financial statements.

 

4

 

 

Evermore Global Value Fund

 

Schedule of Investments at February 29, 2024 (Unaudited), Continued

 

 

 

 

 

Shares

 

Value

 

Money Market Funds — 5.8%

First American Treasury Obligations Fund - Class X, 5.23%(d)

4,814,608

  $ 4,814,608  

TOTAL SHORT-TERM INVESTMENTS (Cost $5,259,195)

      5,259,195  
                 

TOTAL INVESTMENTS — 94.9% (Cost $44,757,140)

      78,627,259  

Other Assets in Excess of Liabilities — 5.1%

      4,216,391  

TOTAL NET ASSETS — 100.0%

    $ 82,843,650  

 

Percentages are stated as a percent of net assets.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by U.S. Bank Global Fund Services.

 

ADR - American Depositary Receipt

PLC - Public Limited Company

SA - Sociedad Anónima

 

(a)

Non-income producing security.

(b)

All or a portion of this security is on loan as of February 29, 2024. The total market value of these securities was $430,819 which represented 0.5% of net assets.

(c)

Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to qualified institutional investors. As of February 29, 2024, the value of these securities total $2,511,073 or 3.0% of the Fund’s net assets.

(d)

The rate shown represents the 7-day effective yield as of February 29, 2024.

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

Evermore Global Value Fund

 

Schedule of Investments at February 29, 2024 (Unaudited), Continued

 

 

Schedule of Forward Currency Contracts at February 29, 2024 (Unaudited)

 

As of February 29, 2024, the Fund had the following forward currency contracts outstanding

 

Settlement Date

 

Currency Purchased

   

Currency Sold

 

Counterparty

 

Value /
Unrealized
Appreciation
(Depreciation)

 

03/26/2024

NOK

    25,000,000  

USD

    2,363,651  

BNY Mellon Capital Markets LLC

  $ (8,314 )

03/26/2024

USD

    24,138,203  

EUR

    22,222,000  

BNY Mellon Capital Markets LLC

    94,512  

03/26/2024

USD

    9,776,784  

NOK

    102,929,000  

BNY Mellon Capital Markets LLC

    79,482  

03/26/2024

USD

    8,379,343  

SEK

    87,782,000  

BNY Mellon Capital Markets LLC

    (98,119 )
                                      $ 67,561  

 

EUR

Euro

NOK

Norwegian Krone

SEK

Swedish Krona

USD

U.S. Dollar

 

The accompanying notes are an integral part of these financial statements.

 

6

 

 

Evermore Global Value Fund

 

Statement of Assets and Liabilities as of February 29, 2024 (Unaudited)

 

 

ASSETS

       

Investments in securities, at value (cost $44,757,140) (1) (Note 2)

  $ 78,627,259  

Foreign currency, at value (cost $92,088)

    65,583  

Unrealized appreciation on forward foreign currency contracts

    173,994  

Receivables:

       

Investments sold

    3,576,985  

Fund shares sold

    40,086  

Securities lending income

    110  

Dividends and interest, net of foreign withholding taxes

    783,090  

Dividend reclaims

    285,868  

Prepaid expenses

    21,586  

Total assets

    83,574,561  
         

LIABILITIES

       

Unrealized depreciation on forward foreign currency contracts

    106,433  

Payables:

       

Securities lending collateral(1)

    444,587  

Investment advisory fees

    100,524  

Transfer agent fees

    28,701  

Administration fees

    24,410  

Custody fees

    13,216  

Fund shares redeemed

    4,186  

Distribution fees - Investor Class

    1,779  

Other accrued fees

    7,075  

Total liabilities

    730,911  

NET ASSETS

  $ 82,843,650  
         

COMPONENTS OF NET ASSETS

       

Paid-in capital

  $ 126,459,950  

Total distributable earnings

    (43,616,300 )

Net assets

  $ 82,843,650  

Investor Class:

       

Net assets

  $ 12,301,391  

Shares issued and outstanding (unlimited number of shares authorized without par value)

    1,133,718  

Net asset value

  $ 10.85  

Institutional Class:

       

Net assets

  $ 70,542,259  

Shares issued and outstanding (unlimited number of shares authorized without par value)

    6,436,308  

Net asset value

  $ 10.96  

 

(1)

The market value of securities out on loan was $430,819 as of February 29, 2024.

 

The accompanying notes are an integral part of these financial statements.

 

7

 

 

Evermore Global Value Fund

 

Statement of Operations (Unaudited)

 

 

   

Six Months
Ended
February 29,
2024

 

INVESTMENT INCOME

       

Dividends (1)

  $ 1,211,822  

Interest

    983,341  

Securities lending income

    19,874  

Total investment income

    2,215,037  
         

EXPENSES (Note 3)

       

Advisory fees

    455,390  

Transfer agent fees

    46,211  

Administration and accounting fees

    44,028  

Registration fees

    25,720  

Custody fees

    17,490  

Distribution fees - Investor Class

    16,579  

Shareholder reporting fees

    14,636  

Audit and tax fees

    3,676  

Chief Compliance Officer fees

    1,193  

Trustee fees

    1,156  

Interest expense

    264  

Total expenses before reimbursements

    626,343  

Net expense reimbursement by Adviser

    11,485  

Net expenses

    637,828  

Net Investment Income

    1,577,209  
         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY TRANSACTIONS, FORWARD FOREIGN CURRENCY CONTRACTS & WRITTEN OPTIONS

       

Net realized gain (loss) on:

       

Investments in unaffiliated securities

    (8,073,020 )

Foreign currency transactions

    (12,214 )

Forward foreign currency contracts

    (131,304 )

Change in net unrealized appreciation (depreciation) on:

       

Investments in unaffiliated securities

    9,802,011  

Foreign currency transactions

    2,068  

Forward foreign currency contracts

    153,789  

Net realized and unrealized gain (loss) on investments, foreign currencies, forward foreign currency contracts & written options

    1,741,330  

Net increase/(decrease) in net assets resulting from operations

  $ 3,318,539  

 

(1)

Net of $182,571 foreign withholding taxes for the six months ended February 29, 2024.

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

Evermore Global Value Fund

 

Statements of Changes in Net Assets

 

 

 

 

Fiscal
Period Ended
February 29,
2024
(Unaudited)

   

Fiscal
Period Ended
August 31,
2023
(1)

   

Fiscal
Year Ended
December 31,
2022^

 

INCREASE (DECREASE) IN NET ASSETS FROM:

                       
                         

OPERATIONS

                       

Net investment income (loss)

  $ 1,577,209     $ 2,561,106     $ 4,369,491  

Net realized gain (loss) on investments, foreign currency transactions, forward foreign currency contracts & written options

    (8,216,538 )     (5,819,383 )     (12,069,254 )

Change in unrealized depreciation on investments, foreign currency transactions, forward foreign currency contracts & written options

    9,957,868       12,837,194       (45,380,079 )

Net increase (decrease) in net assets resulting from operations

    3,318,539       9,578,917       (53,079,842 )
                         

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS (NOTE 6)

                       

Investor Class

    (287,826 )           (324,216 )

Institutional Class

    (1,765,887 )           (2,263,202 )

Total distributable earnings

    (2,053,713 )           (2,587,418 )
                         

CAPITAL SHARE TRANSACTIONS

                       

Net decrease in net assets derived from net change in outstanding shares – Investor Class

    (2,259,916 )     (1,773,365 )     (1,895,450 )

Net decrease in net assets derived from net change in outstanding shares – Institutional Class

    (22,306,482 )     (6,109,656 )     (64,577,199 )

Total decrease in net assets from capital share transactions

    (24,566,398 )     (7,883,021 )     (66,472,649 )

Total increase/(decrease) in net assets

    (23,301,572 )     1,695,896       (122,139,909 )
                         

NET ASSETS

                       

Beginning of period

    106,145,222       104,449,326       226,589,235  

End of period

  $ 82,843,650     $ 106,145,222     $ 104,449,326  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

9

 

 

Evermore Global Value Fund

 

Statements of Changes in Net Assets Continued

 

 

Summary of capital share transactions is as follows:

 

   

Fiscal Period Ended
February 29, 2024
(Unaudited)

           

Fiscal Period Ended
August 31, 2023
(1)

           

Fiscal Year Ended
December 31, 2022^

 

Investor Class

 

Shares

   

Value

           

Shares

   

Value

           

Shares

   

Value

 

Shares sold

    39,492     $ 437,829               107,943     $ 1,141,258               169,348     $ 1,892,776  

Shares issued in reinvestment of distributions

    27,357       281,508                                   30,832       313,248  

Shares redeemed*

    (275,250 )     (2,979,253 )             (275,251 )     (2,914,623 )             (375,107 )     (4,101,474 )

Net decrease

    (208,401 )   $ (2,259,916 )             (167,308 )   $ (1,773,365 )             (174,927 )   $ (1,895,450 )

 

   

Fiscal Period Ended
February 29, 2024
(Unaudited)

           

Fiscal Period Ended
August 31, 2023
(1)

           

Fiscal Year Ended
December 31, 2022^

 

Institutional Class

 

Shares

   

Value

           

Shares

   

Value

           

Shares

   

Value

 

Shares sold

    183,456     $ 1,988,507               724,465     $ 7,755,300               1,664,628     $ 17,782,419  

Shares issued in reinvestment of distributions

    145,403       1,509,282                                   214,739       2,196,781  

Shares redeemed*

    (2,367,698 )     (25,804,271 )             (1,287,898 )     (13,864,956 )             (7,622,197 )     (84,556,399 )

Net decrease

    (2,038,839 )   $ (22,306,482 )             (563,433 )   $ (6,109,656 )             (5,742,830 )   $ (64,577,199 )

 

^

Prior to the close of business on December 27, 2022, the Fund was a series (the “Predecessor Fund”) of Evermore Funds Trust, an open-end management investment company organized as a Massachusetts business trust. The Predecessor Fund was reorganized into the Fund following the close of business on December 27, 2022 (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 December 28, 2022 included herein is that of the Predecessor Fund.

*

Prior to December 28, 2022, there was a 2.00% redemption fee to the value of shares redeemed or exchanged within 90 days of purchase. The redemption fees were retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital. Effective December 28, 2022, the Fund eliminated its redemption fee.

(1)

The Fund changed its fiscal year end to August 31 during the period. The period ended is from January 1, 2023 to August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

10

 

 

Evermore Global Value Fund

 

Financial Highlights for a capital share outstanding throughout the period/year

 

 

Investor Class

 

   

Fiscal Period
Ended
February 29,
2024

   

Fiscal Period
Ended
August 31,

   

Year Ended December 31,

 

 

 

(Unaudited)

   

2023#

   

2022^

   

2021^

   

2020^

   

2019^

   

2018^

 

Net asset value, beginning of year

  $ 10.72     $ 9.84     $ 13.66     $ 13.24     $ 14.26     $ 11.70     $ 15.08  
                                                         

INCOME FROM INVESTMENT OPERATIONS

                                       

Net investment income (loss)*

    0.13       0.22       0.28       0.19       (0.00 )1     0.09       0.06  

Net realized and unrealized gain (loss) on investments

    0.24       0.66       (3.89 )     0.59       (1.00 )     2.83       (3.16 )

Total from investment operations

    0.37       0.88       (3.61 )     0.78       (1.00 )     2.92       (3.10 )
                                                         

LESS DISTRIBUTIONS

                                                       

From net investment income

    (0.24 )           (0.21 )     (0.36 )     (0.02 )     (0.10 )     (0.06 )

Net realized gains

                                  (0.26 )     (0.22 )

Total distributions

    (0.24 )           (0.21 )     (0.36 )     (0.02 )     (0.36 )     (0.28 )

Paid-in capital from redemption fees(2)

                      0.00 (1)      0.00 (1)      0.00 (1)      0.00 (1) 

Net asset value, end of year

  $ 10.85     $ 10.72     $ 9.84     $ 13.66     $ 13.24     $ 14.26     $ 11.70  

Total investment return(4)

    3.53 %(5)     8.94 %(5)     (26.48 )%     5.93 %     (7.01 )%     25.05 %     (21.07 )%
                                                         

SUPPLEMENTAL DATA

                                                       

Net assets, end of year (thousands)

  $ 12,301     $ 14,392     $ 14,847     $ 23,009     $ 27,956     $ 61,296     $ 63,584  

Portfolio turnover rate

    13 %(5)     14 %(5)     17 %     33 %     21 %     28 %     29 %
                                                         

RATIO OF EXPENSES TO AVERAGE NET ASSETS(3)

                                       

Before expense waivers/reimbursement and recoupments, including interest and dividend expense

    1.57 %(6)     1.76 %(6)     1.72 %     1.57 %     1.55 %     1.47 %     1.44 %

Before expense waivers/reimbursement and recoupments, excluding interest and dividend expense

    1.57 %(6)     1.76 %(6)     1.72 %     1.57 %     1.55 %     1.47 %     1.44 %

After expense waivers/reimbursement and recoupments, including interest and dividend expense

    1.60 %(6)     1.60 %(6)     1.60 %     1.57 %     1.55 %     1.47 %     1.44 %

After expense waivers/reimbursement and recoupments, excluding interest and dividend expense

    1.60 %(6)     1.60 %(6)     1.60 %     1.57 %     1.55 %     1.47 %     1.44 %

 

The accompanying notes are an integral part of these financial statements.

 

11

 

 

Evermore Global Value Fund

 

Financial Highlights for a capital share outstanding throughout the period/year, Continued

 

 

   

Fiscal Period
Ended
February 29,
2024

   

Fiscal Period
Ended
August 31,

   

Year Ended December 31,

 

 

 

(Unaudited)

   

2023#

   

2022^

   

2021^

   

2020^

   

2019^

   

2018^

 

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS(2)

               

Before expense waivers/reimbursement and recoupments, including interest and dividend expense

    2.64 %(6)     3.16 %(6)     2.39 %     1.35 %     (0.04 )%     0.69 %     0.35 %

After expense waivers/reimbursement and recoupments, including interest and dividend expense

    2.59 %(6)     3.32 %(6)     2.52 %     1.35 %     (0.04 )%     0.69 %     0.35 %

 

Portfolio turnover is calculated for the Fund as a whole.

^

Prior to the close of business on December 27, 2022, the Fund was a series (the “Predecessor Fund”) of Evermore Funds Trust, an open-end management investment company organized as a Massachusetts business trust. The Predecessor Fund was reorganized into the Fund following the close of business on December 27, 2022 (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 December 28, 2022 included herein is that of the Predecessor Fund.

#

Effective March 31, 2023, the Fund’s former investment adviser (the “Predecessor Adviser”), sold substantially all of its business and advisory assets to MFP Investors LLC (“the Sub-Adviser”). In connection with the change of control, F/m Investments, LLC d/b/a North Slope Capital, LLC was appointed as the investment adviser to the Fund. The performance shown for periods prior to March 31, 2023 represents the performance of the Fund or Predecessor Fund, as applicable, under the management of the Predecessor Adviser.

*

Calculated using the average shares outstanding method.

1

Amount less than $0.01.

2

Prior to December 28, 2022, there was a 2.00% redemption fee to the value of shares redeemed or exchanged within 90 days of purchase. The redemption fees were retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital. Effective December 28, 2022, the Fund eliminated its redemption fee.

3

Does not include expenses of the investment companies in which the Fund invests.

4

Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect any applicable sales charge.

5

Not Annualized

6

Annualized

 

The accompanying notes are an integral part of these financial statements.

 

12

 

 

Evermore Global Value Fund

 

Financial Highlights for a capital share outstanding throughout the period/year, Continued

 

 

Institutional Class

 

   

Fiscal Period
Ended
February 29,
2024

   

Fiscal Period
Ended
August 31,

   

Year Ended December 31,

 

 

 

(Unaudited)

   

2023#

   

2022^

   

2021^

   

2020^

   

2019^

   

2018^

 

Net asset value, beginning of year

  $ 10.83     $ 9.91     $ 13.77     $ 13.35     $ 14.35     $ 11.77     $ 15.20  
                                                         

INCOME FROM INVESTMENT OPERATIONS

                                       

Net investment income (loss)*

    0.21       0.26       0.33       0.23       0.03       0.12       0.09  

Net realized and unrealized gain (loss) on investments

    0.16       0.66       (3.95 )     0.59       (1.00 )     2.86       (3.30 )

Total from investment operations

    0.37       0.92       (3.62 )     0.82       (0.97 )     2.98       (3.21 )
                                                         

LESS DISTRIBUTIONS

                                                       

From net investment income

    (0.24 )           (0.24 )     (0.40 )     (0.03 )     (0.14 )     0.00 (1) 

Net realized gains

                                  (0.26 )     (0.22 )

Total distributions

    (0.24 )           (0.24 )     (0.40 )     (0.03 )     (0.40 )     (0.22 )

Paid-in capital from redemption fees(2)

                      0.00 (1)      0.00 (1)      0.00 (1)      0.00 (1) 

Net asset value, end of year

  $ 10.96     $ 10.83     $ 9.91     $ 13.77     $ 13.35     $ 14.35     $ 11.77  

Total return(4)

    3.58 %(5)     9.28 %(5)     (26.35 )%     6.16 %     (6.78 )%     25.41 %     (20.92 )%
                                                         

SUPPLEMENTAL DATA

                                                       

Net assets, end of year (thousands)

  $ 70,542     $ 91,753     $ 89,603     $ 203,580     $ 253,364     $ 533,731     $ 443,904  

Portfolio turnover rate

    13 %(5)     14 %(5)     17 %     33 %     21 %     28 %     29 %
                                                         

RATIO OF EXPENSES TO AVERAGE NET ASSETS(3)

                                       

Before expense waivers/reimbursement and recoupments, including interest and dividend expense

    1.33 %(6)     1.51 %(6)     1.47 %     1.32 %     1.29 %     1.22 %     1.19 %

Before expense waivers/reimbursement and recoupments, excluding interest and dividend expense

    1.33 %(6)     1.51 %(6)     1.47 %     1.32 %     1.29 %     1.22 %     1.19 %

After expense waivers/reimbursement and recoupments, including interest and dividend expense

    1.35 %(6)     1.35 %(6)     1.35 %     1.32 %     1.29 %     1.22 %     1.19 %

After expense waivers/reimbursement and recoupments, excluding interest and dividend expense

    1.35 %(6)     1.35 %(6)     1.35 %     1.32 %     1.29 %     1.22 %     1.19 %

 

The accompanying notes are an integral part of these financial statements.

 

13

 

 

Evermore Global Value Fund

 

Financial Highlights for a capital share outstanding throughout the period/year, Continued

 

 

   

Fiscal Period
Ended
February 29,
2024

   

Fiscal Period
Ended
August 31,

   

Year Ended December 31,

 

 

 

(Unaudited)

   

2023#

   

2022^

   

2021^

   

2020^

   

2019^

   

2018^

 

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS2

       

Before expense waivers/reimbursement and recoupments, including interest and dividend expense

    3.59 %(6)     3.42 %(6)     2.71 %     1.60 %     0.21 %     0.91 %     0.60 %

After expense waivers/reimbursement and recoupments, including interest and dividend expense

    3.57 %(6)     3.58 %(6)     2.83 %     1.60 %     0.21 %     0.91 %     0.60 %

 

Portfolio turnover is calculated for the Fund as a whole.

^

Prior to the close of business on December 27, 2022, the Fund was a series (the “Predecessor Fund”) of Evermore Funds Trust, an open-end management investment company organized as a Massachusetts business trust. The Predecessor Fund was reorganized into the Fund following the close of business on December 27, 2022 (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 December 28, 2022 included herein is that of the Predecessor Fund.

#

Effective March 31, 2023, the Fund’s former investment adviser (the “Predecessor Adviser”), sold substantially all of its business and advisory assets to MFP Investors LLC (“the Sub-Adviser”). In connection with the change of control, F/m Investments, LLC d/b/a North Slope Capital, LLC was appointed as the investment adviser to the Fund. The performance shown for periods prior to March 31, 2023 represents the performance of the Fund or Predecessor Fund, as applicable, under the management of the Predecessor Adviser.

*

Calculated using the average shares outstanding method.

1

Amount less than $0.01.

2

Prior to December 28, 2022, there was a 2.00% redemption fee to the value of shares redeemed or exchanged within 90 days of purchase. The redemption fees were retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital. Effective December 28, 2022, the Fund eliminated its redemption fee.

3

Does not include expenses of the investment companies in which the Fund invests.

4

Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect any applicable sales charge.

5

Not Annualized

6

Annualized

 

14

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

 

The Evermore Global Value Fund (the “Fund”) is a series of The RBB Fund Trust (the “Trust”). The Trust was organized as a Delaware statutory trust on August 29, 2014 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Currently, the Trust has seven active investment portfolios, including the Fund. The Fund commenced operations on January 1, 2010 as a separate series (the “Predecessor Fund”) of Evermore Funds Trust, a Massachusetts business trust. Effective as of the close of business on December 27, 2022, the Predecessor Fund was reorganized into a new series of the Trust in a tax-free reorganization (the “Reorganization”). The Agreement and Plan of Reorganization pursuant to which the Reorganization was accomplished was approved by shareholders of the Predecessor Fund on December 21, 2022. Unless otherwise indicated, references to the “Fund” in these Notes to Financial Statements refer to the Predecessor Fund and Fund. Evermore Global Advisors, LLC (the “Predecessor Adviser”) served as the investment adviser to the Predecessor Fund until December 27, 2022 and served as the investment adviser to the Fund until March 31, 2023. Effective March 31, 2023, the Predecessor Adviser sold substantially all of its business and advisory assets to MFP Investors LLC (the “Sub-Adviser” or “MFP”). In connection with the change of control of the Predecessor Adviser, F/m Investments, LLC d/b/a North Slope Capital, LLC (the “Adviser”) was appointed as the investment adviser to the Fund, MFP was appointed as sub-adviser to the Fund, and David Marcus and Thomas O were hired by MFP to be the sole portfolio managers of the Fund. Other than the Adviser replacing the Predecessor Adviser as the Fund’s investment adviser and MFP becoming the sub-adviser to the Fund, the change of control did not result in any significant changes to the day-to-day management or operation of the Fund. At a meeting of the Board of Trustees of the Trust (the “Board”) held on September 13-14, 2023, the Board approved a change in fiscal year end for the Fund from December 31st to August 31st, effective August 31, 2023.

 

The investment objective of the Fund is to seek capital appreciation by investing in securities from markets around the world, including U.S. markets.

 

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.”

 

The Fund offers Investor Class and Institutional Class shares. Each class of shares has equal rights as to earnings and assets except that each class bears different distribution expenses. Each class of shares has exclusive voting rights with respect to matters that affect just that class. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets. Investor Class shares have no sales charge. Institutional Class shares have no sales charge and are offered primarily for direct investment by investors such as pension and profit sharing plans, employee benefit trusts, certain financial intermediaries, endowments, foundations and corporations. For Investor Class and Institutional Class shares, the offering and redemption price per share for the Fund is equal to the Fund’s net asset value (“NAV”) per share.

 

The end of the reporting period for the Fund is February 29, 2024, and the period covered by these Notes to Financial Statements is the six-month period from September 1, 2023 through February 29, 2024 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

 

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).

 

A.

Investment Valuation and Fair Value Measurement. 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. All domestic equity securities that are traded on a national securities exchange, except those listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) Global Market® are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price on each business day. If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the mean between the most recent quoted bid and ask prices will be used, except on days when the ask price is more than 10% greater than the bid price. In such instances, the Valuation Designee will price the security based on fair value. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter (“OTC”) market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and ask price will be used, except on days when the ask price is more than 10% greater than the bid price. In such instances, the Valuation Designee will price the security based on fair value.

 

15

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

The Fund invests substantially in securities traded on foreign exchanges (see “Foreign Currency Translation” below). Investments that are primarily traded on foreign exchanges are generally valued in their local currencies as of the close of their primary exchange or market, or if there were no transactions on such day, at the mean between the bid and ask prices, except on days when the ask price is more than 10% greater than the bid price. In such instances, the Valuation Designee will price the security based on fair value. The local prices are converted to U.S. dollars using the applicable currency exchange rates as of the close of the New York Stock Exchange (“NYSE”). Exchange rates are provided daily by recognized independent pricing agents. Foreign currency forward contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s exchange rate, and the relevant forward rates provided by an independent pricing service.

 

There may be less publicly available information about a foreign company than about a U.S. company. Foreign issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. issuers. The number of securities traded, and the frequency of such trading, in non-U.S. securities markets, while growing in volume, is for the most part, substantially less in U.S. markets. As a result, securities of many foreign issuers may be less liquid and their prices more volatile than securities of comparable U.S. issues. Transaction costs, the costs associated with buying and selling securities on non-U.S. securities markets may be higher than in the U.S. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the U.S. The Fund’s foreign investments may include both voting and non-voting securities, sovereign debt and participations in foreign government deals. The Fund may have greater difficulty taking appropriate legal action with respect to foreign issuers in U.S. courts.

 

For foreign securities traded on foreign exchanges, the Trust has selected Intercontinental Exchange’s Fair Value Information Services (“FVIS”) to provide pricing data with respect to foreign security holdings held by the Fund. The use of this third-party pricing service is designed to capture events occurring after a foreign exchange closes that may affect the value of certain holdings of the Fund’s securities traded on those foreign exchanges. The Fund utilizes a “trigger level”, which is a pre-determined percentage move in a specified index that must occur before foreign securities will be fair value priced using FVIS prices. The Fund utilizes a “confidence interval” when determining the use of the FVIS prices. The confidence interval is a measure of the historical relationship that each foreign exchange traded security has to movements in various indices and the price of the security’s corresponding American Depositary Receipt, if one exists. FVIS provides the confidence interval for each security for which it provides a price. If the FVIS provided price falls within the confidence interval, the Fund will value the particular security at that price. If the FVIS provided price does not fall within the confidence interval, the particular security will be valued at the preceding closing price on its respective foreign exchange, or if there were no transactions on such day, at the mean between the bid and asked prices. There were no foreign equities fair valued using FVIS as of the end of the current fiscal period.

 

Securities for which quotations are not readily available are fair valued in accordance with the Fund’s pricing and valuation policy. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation. Fundamental valuation methods may be used to fair value a security held by the Fund, which methods 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 that could have a significant impact on the value of the security. The use of fair value pricing by a fund may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 

 

Level 1 —

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. The types of assets generally included in this category are domestic equities listed in active markets and foreign equities listed in active markets that have not been fair valued using FVIS.

 

 

Level 2 —

Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, credit risk, yield curves and similar data. The types of assets generally included in this category are bonds, financial instruments classified as derivatives and foreign equities fair valued using FVIS.

 

 

Level 3 —

Significant unobservable inputs that are supported by limited or no market activity. Level 3 may include financial instruments whose values are determined using indicative market quotes or required significant management judgment or estimation. These unobservable valuation inputs may include estimates for current yields, maturity/duration, prepayment speed, default rates and indicative market quotes for comparable investments along with other assumptions relating to credit quality, collateral value, complexity of the investment structure, general market conditions and liquidity. This category may also include investments where trading has been halted or there are certain restrictions on trading. While these investments are priced using unobservable inputs, the valuation of these investments reflects the best available data and management believes the prices are a reasonable representation of exit price.

 

16

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

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 level inputs used to value the Fund’s net assets as of the end of the current fiscal period (see Schedule of Investments for industry breakout):

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Common Stocks

  $ 73,368,064     $     $     $ 73,368,064  

Investments Purchased with Proceeds from Securities Lending

    444,587                   444,587  

Short-Term Investments

    4,814,608                   4,814,608  
                                 

Other Financial Instruments*:

                               

Assets

                               

Forward Foreign Currency Contracts

  $     $ 173,994     $     $ 173,994  

Total Assets

  $ 78,627,259     $ 173,994     $     $ 78,801,253  
                                 

Liabilities

                               

Forward Foreign Currency Contracts

  $     $ (106,433 )   $     $ (106,433 )

Total Liabilities

  $     $ (106,433 )   $     $ (106,433 )

 

 

*

The fair value of the Fund’s investment represents the net unrealized appreciation (depreciation) as of February 29, 2024.

 

B.

Option Writing. Writing options may permit the writer to generate additional income in the form of the premium received for writing the option. The writer of an option may have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. Writing “covered” call options means that the writer owns the underlying reference instrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.

 

When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium received and the amount paid for the closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. As of February 29, 2024, there were no written options held.

 

C. Financial Derivative Instruments. The Fund may use derivative instruments for risk management purposes and as part of its investment strategies. Generally, derivatives are financial instruments whose value depends on, or is derived from, the value of one or more underlying assets, reference rates, or indices (a “reference instrument”) and may relate to stocks, bonds, interest rates, currencies, commodities or related indices. Derivative instruments allow the Fund to gain or reduce exposure to the value of a reference instrument without actually owning or selling the instrument.

 

17

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

Derivative instruments may be used for “hedging,” which means that they may be used when the Sub-Adviser seeks to protect the Fund’s investments from a decline in value resulting from changes to interest rates, market prices, currency fluctuations or other market factors. Derivative instruments may also be used for other purposes, including to seek to increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short or negative positions), implement a tax or cash management strategy, gain exposure to a particular security or segment of the market, modify the effective duration of the Fund’s portfolio investments and/or enhance total return. However derivative instruments are used, their successful use is not assured and will depend upon, among other factors, the Sub-Adviser’s ability to gauge relevant market movements.

 

During the current fiscal period, the Fund utilized forward foreign currency exchange contracts to hedge its currency exposure through the use of forward foreign currency contracts. During the current fiscal period, these forward foreign currency contracts have contributed positively to Fund performance. The Fund may invest in options to hedge portfolio tail risk. During the current fiscal period, the Fund did not invest in options.

 

Statement of Assets and Liabilities

 

The following tables show the fair value of derivative instruments as of the end of the current fiscal period and their location on the Fund’s Statement of Assets and Liabilities:

 

 

Asset Derivatives

Liability Derivatives

Derivative
Instruments

Statement of Assets
and Liabilities Location

 

Value

 

Statement of Assets
and Liabilities Location

 

Value

 

Foreign Exchange Contracts – Forward foreign currency contracts

Unrealized appreciation on forward foreign currency contracts

  $ 173,994  

Unrealized depreciation on forward foreign currency contracts

  $ 106,433  

Total

    $ 173,994       $ 106,433  

 

Statement of Operations

 

The following table shows the effect of derivative instruments on the Statement of Operations during the current fiscal period:

 

Amount of Realized Gain (Loss) on Derivatives Recognized in Income

   

Forward
Foreign
Currency
Contracts

 

Foreign Exchange Contracts

  $ (131,304 )

Total

  $ (131,304 )

 

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

   

Forward
Foreign
Currency
Contracts

 

Foreign Exchange Contracts

  $ 153,789  

Total

  $ 153,789  

 

18

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

During the current fiscal period, the Fund’s monthly average volume of derivatives was as follows:

 

Forward Foreign
Currency Contracts-
Payable
(Value At Trade Date)

Forward Foreign
Currency Contracts-
Receivable (Value At
Trade Date)

(46,063,158)

45,857,562

 

D.

Principal Risks from the Investments.

 

Foreign Securities Risk. Securities of companies located outside the U.S. involve additional risks that can increase the potential for losses in the Fund to the extent that it invests in these securities. Investments in foreign securities may be affected by currency controls and exchange rates; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Certain of these risks also may apply to securities of U.S. companies with significant foreign operations. These risks can increase the potential for losses in the Fund and affect its share price. To the extent that the Fund’s assets are significantly invested in a single country or geographic region, the Fund will be subject to the risks associated with that particular country or region.

 

Special Situations Risk. Investments in special situations (undervalued equities, merger arbitrage situations, distressed companies, etc.) may involve greater risks when compared to other investments the Fund may make due to a variety of factors. For example, mergers, acquisitions, reorganizations, liquidations or recapitalizations may fail or not be completed on the terms originally contemplated, and expected developments may not occur in a timely manner, if at all.

 

Small and/or Mid-Sized Companies Risk. Investments in securities of small and mid-sized companies tend to be more vulnerable to adverse developments and are more volatile and less liquid than securities of large companies. Compared to large companies, small and mid-sized companies tend to have analyst coverage by fewer Wall Street firms and may trade at prices that reflect incomplete or inaccurate information about the issuers of the securities or have less market interest for such securities.

 

Industry and Sector Risk. To the extent the Fund invests a significant portion of its assets in a particular industry or sector, the value of its investments will be affected by factors related to that industry or sector and may fluctuate more widely than that of a fund that invests more broadly across industries or sectors.

 

 

Communication Services Sector Risk. The Fund’s investments are exposed to issuers conducting business in the communication services sector. The communication services sector includes companies that facilitate communication and offer related content and information through various mediums. It includes telecom and media & entertainment companies including producers of interactive gaming products and companies engaged in content and information creation or distribution through proprietary platforms. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the communication services sector. The performance of companies operating in the communication services sector has historically been closely tied to the performance of the overall economy, and also is affected by economic growth, consumer confidence, attitudes and spending. Increased sensitivity to short product cycles and aggressive pricing, challenges in bringing products to market and changes in demographics and consumer tastes also can affect the demand for, and success of, communication services products and services in the marketplace.

 

 

Energy Sector Risk. The Fund may invest to a significant extent in the energy sector of the economy. Companies in the energy industry may be significantly affected by volatile energy prices and supply and demand of energy fuels, conservation efforts, energy exploration and production, government regulation, weather or natural disasters and global events. Energy companies may also operate in, or do business in, countries with less developed regulatory regimes or countries with a history of expropriation, nationalization or other adverse policies. Because of this, the securities of energy companies can be very volatile. Energy companies may also have high levels of debt, making them more likely to restructure their businesses if there are market downturns in the energy sector or in the market as a whole.

 

 

Financial Sector Risk. Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the

 

19

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

 

availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets.

 

 

Industrials Sector Risk. The Fund may invest to a significant extent in the industrials sector of the economy. The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand related to their specific products or services and industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Government regulations, world events, economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors.

 

 

Information Technology Sector Risk. The information technology sector includes companies in the software and services, technology hardware and equipment, and semiconductors and semiconductor equipment industry groups. Companies in the information technology sector are subject to rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, and general economic conditions. Stocks of companies in the information technology sector, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technological developments, fixed rate pricing, and the ability to retain skilled employees can significantly affect the industries in the information technology sector. Additionally, success in the internet services and infrastructure industry is subject to continued demand for internet services.

 

Currency Exchange Rate Risk. The values of foreign securities issued or traded in foreign currencies may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the U.S. For example, if the value of the U.S. dollar goes up compared to a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. The Fund may also employ strategies intended to increase exposure to certain currencies. Such currency transactions involve additional risks, and the Fund’s strategies, if unsuccessful, may decrease the value of the Fund.

 

Derivative Investment Risk. Derivatives are subject to a number of risks, such as interest rate risk, market risk, credit risk, and foreign exchange risk. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund may lose more money than its initial investment in the derivative. A small investment in a derivative could have a relatively large positive or negative impact on the performance of the Fund, potentially resulting in losses to Fund shareholders. In addition, there is the risk that an investment in derivatives will not perform as anticipated, cannot be closed out at a favorable time or price, or will increase the Fund’s volatility; that derivatives may create investment leverage; that, when a derivative is used as a substitute or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely with that of the cash investment; or that, when used for hedging purposes, derivatives will not provide the anticipated protection, causing the Fund to lose money on both the derivatives transaction and the exposure the Fund sought to hedge. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments.

 

Emerging Market Risk. The risks of foreign investments in emerging market countries may involve risks greater than, or in addition to, the risks of investing in more developed countries. These risks include volatile currency exchange rates, periods of high inflation, increased risk of default, greater social, economic and political uncertainty and instability, less governmental supervision and regulation of securities markets, weaker auditing and financial reporting standards, lack of liquidity in the markets, and the significantly smaller market capitalizations of emerging market issuers. The information available about an emerging market issuer may be less reliable than for comparable issuers in more developed capital markets. In addition, investments in certain emerging markets are subject to an elevated risk of loss resulting from market manipulation and the imposition of exchange controls (including repatriation restrictions). The legal rights and remedies available for investors in emerging markets may be more limited than the rights and remedies available in the U.S., and the ability of U.S. authorities (e.g., Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice) to bring actions against bad actors in emerging markets may be limited. Political and economic structures in emerging market countries may be less established and may change rapidly. These countries also are more likely to experience high levels of inflation, deflation or currency devaluation, which can harm their economies and securities markets and increase volatility. In fact, short-term volatility in these markets and declines of 50% or more are not uncommon. Restrictions on currency trading that may be imposed by emerging market countries will have an adverse effect on the value of the securities of companies that trade or operate in such countries.

 

Family-Controlled Companies Risk. The Fund may invest a significant portion of its assets in the securities of issuers that it deems to be “family-controlled companies.” Corporate governance standards of some family-controlled companies may be weaker and less transparent, which increases the potential for loss and unequal treatment of investors. In addition, many family-controlled companies utilize a dual class ownership structure where insider shares carry greater voting rights per share than non-insider shares and therefore allow the family to continue to have outsized control even after selling of a significant portion of the company to outsiders.

 

20

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

United States Investing Risk. A decrease in imports or exports, changes in trade regulations and/or an economic recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial and other regulation and may have a significant effect on the U.S. markets generally, as well as on the value of certain securities. In addition, a continued rise in the U.S. public debt level or U.S. austerity measures may adversely affect U.S. economic growth and the securities to which the Fund has exposure.

 

An investment in the Fund is not a bank deposit or obligation of any bank and is not endorsed or guaranteed by any bank and is not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.

 

E.

Offsetting Assets and Liabilities. The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.

 

The table below, as of the end of the current fiscal period, discloses both gross information and net information about instruments and transactions eligible for offset in the Statement of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement, as well as amounts related to collateral held at clearing brokers and counterparties. For financial reporting purposes, the Fund does not offset derivative assets and liabilities, and any related collateral received or pledged, on the Statement of Assets and Liabilities.

 

Assets

 

                           

Gross Amounts not
offset in the Statement of
Assets and Liabilities

         

Description/
Counterparty

 

Gross
Amounts
Presented in
Statement
of Assets &
Liabilities

   

Gross
Amounts
Offset in the
Statement of
Assets and
Liabilities

   

Net
Amounts
Presented
in the
Statement of
Assets and
Liabilities

   

Financial
Instruments

   

Collateral
Received

   

Net
Amount

 

Securities out on loan U.S. Bank N.A.

  $ 430,819     $     $ 430,819     $     $ (430,819 )1   $  

Forward Foreign Currency Contracts Bank of New York

    173,994             173,994       (106,433 )           67,561  
    $ 604,813     $     $ 604,813     $ (106,433 )   $ (430,819 )1   $ 67,561  

 

 

1

The Fund received cash collateral of $444,587, which was subsequently invested in the First American Government Obligations Fund - Class X as reported in the Schedule of Investments.

 

21

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

Liabilities

 

                           

Gross Amounts not
offset in the Statement of
Assets and Liabilities

         

Description/
Counterparty

 

Gross
Amounts
Presented in
Statement
of Assets &
Liabilities

   

Financial
Instruments
with
Allowable
Netting

   

Net
Amounts
Presented
in the
Statement of
Assets and
Liabilities

   

Financial
Instruments

   

Collateral
Pledged

   

Net
Amount

 

Forward Foreign Currency Contracts Bank of New York

  $ 106,433     $     $ 106,433     $ (106,433 )   $     $  
    $ 106,433     $     $ 106,433     $ (106,433 )   $     $  

 

In some instances, the collateral amounts disclosed in the tables were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received/pledged may be more than the amounts disclosed herein.

 

F.

Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

 

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal year end, resulting from changes in exchange rates.

 

G.

Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

 

A regulated investment company may elect to treat any portion of its qualified late year losses as arising on the first day of the next taxable year. Qualified late year losses are any ordinary and net capital losses incurred between November 1 and the end of the fiscal year, August 31. For the taxable year ended August 31, 2023, the Fund does not intend to defer any late-year ordinary and capital losses.

 

As of August 31, 2023, the Fund had Short Term Capital Loss Carryovers of $6,649,411 and Long Term Capital Loss Carryovers of $64,789,573 available for federal income tax purposes. During the tax year ended August 31, 2023, the Fund did not utilize any Short Term Capital Loss Carryover or Long Term Capital Loss Carryover.

 

Additionally, U.S. generally accepted accounting principles require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. For the fiscal period ended August 31, 2023, the Fund had no reclassifications of net assets.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as other expense in the Statement of Operations. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax

 

22

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years (2020 - 2022), or expected to be taken in the Fund’s 2023 tax returns. 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.

 

The Fund seeks to recover a portion of foreign withholding taxes applied to income earned in jurisdictions where favorable treaty rates for US investors are available. The portion of such taxes believed to be recoverable is reflected as an asset on the Statement of Assets and Liabilities under the caption “Dividend Reclaims”.

 

H.

Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts as hedges against either specific transactions or fund positions. The aggregate principal amount of the contracts are not recorded because the Fund intends to settle the contracts prior to delivery. All commitments are marked-to-market daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Fund realizes gains or losses at the time the forward contracts are extinguished. For federal income tax purposes, the Fund elected capital treatment for all realized and unrealized transactions on forward foreign currency contracts during the current fiscal period.

 

The use of forward foreign currency contracts does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit a potential gain that might result should the value of the currency increase. These contracts involve market risk in excess of the amount reflected in the Fund’s Statement of Assets and Liabilities. The face or contract amount in U.S. dollars reflects the total exposure the Fund has in that particular currency contract. In addition, there could be exposure to risks (limited to the amount of unrealized gains) if the counterparties to the contracts are unable to meet the terms of their contracts.

 

The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Sub-Adviser believes have the financial resources to honor their obligations and by having the Sub-Adviser monitor the financial stability of counterparties. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down by at least the predetermined threshold amount.

 

I.

Short Sales. The Fund may make short sales of securities, including “short sales against the box.” In a short transaction, a fund sells a security it does not own in anticipation that the market price of that security will decline. The Fund expects to make short sales (i) as a form of hedging to offset potential declines in long positions in similar securities, (ii) in order to maintain portfolio flexibility and (iii) for profit.

 

When the Fund makes a short sale, its broker borrows the security to be sold short and the broker-dealer maintains the proceeds of the short sale while the short position is open. The Fund must keep the proceeds account marked to market and must post additional collateral for its obligation to deliver securities to replace the securities that were borrowed and sold short. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any payments received on such borrowed securities.

 

A Fund’s obligation to replace borrowed securities will be secured by collateral deposited with the broker-dealer or the Fund’s custodian bank, which usually consists of U.S. government securities or other high grade liquid securities similar to those borrowed. The Fund will also be required to segregate similar collateral to the extent, if any (excluding any proceeds of the short sales), necessary so that the value of both collateral deposits in the aggregate is at all times equal to at least 100% of the current market value of the security sold short.

 

Short sales carry risks of loss if the price of the security sold short increases after the sale. In this situation, when a Fund replaces the borrowed security by buying the security in the securities market, the Fund may pay more for the security than it has received from the purchaser in the short sale. A Fund may, however, profit from a change in the value of the security sold short, if the price decreases. As of February 29, 2024, there were no short sales.

 

J.

Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Discounts/premiums on debt securities purchased are accreted/ amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the full value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.

 

23

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

K.

Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities for the Fund, which are determined in accordance with income tax regulations, are normally declared and paid on an annual basis. Distributions 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.

 

L.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the current fiscal period. Actual results could differ from those estimates.

 

M. Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the 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 NYSE is closed for trading.

 

N.

Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

O.

Securities Lending. The Fund is authorized to lend securities it holds to brokers, and other financial organizations. This activity is subject to an agreement where U.S. Bank N.A. acts as the Fund’s agent. When loaning securities, the Fund retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. Pursuant to these agreements, income earned from the securities lending program is paid to the Fund, net of any fees paid to U.S. Bank N.A. and is recognized as “Securities lending net income” on the Statement of Operations.

 

Lending of the Fund’s securities exposes the Fund to risks such as the following: (i) the borrower may fail to return the loaned securities, (ii) the borrower may not be able to provide additional collateral in instances when the value of the collateral is less than the loaned securities, (iii) the Fund may experience delays in recovery of the loaned securities or delays in access to collateral, or (iv) the Fund may experience losses related to the reinvestment of collateral. To minimize these risks, loans must be continuously secured by collateral consisting of cash or securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or an irrevocable standby letter of credit or any combination thereof. The collateral and the securities loaned shall be marked to market daily. Upon the origination of any loan, collateral required by U.S. Bank N.A. shall be equal to 100% of the market value (plus accrued interest) of the securities loaned. The collateral must be received concurrently with delivery of the loaned securities and the collateral must be kept in an account appropriately segregated by the custodian from any assets belonging to the Fund. The value of the collateral requirement is determined based upon the closing price of a borrowed security, with the collateral balance adjusted the following business day. Although there is no specified time limit regarding how long a security may be out on loan, the Fund or the borrower may request that a security on loan be returned at any time. If the Fund requests that a specific security be returned, and the borrower fails to return such security, the Fund will be able to retain the borrower’s collateral. Assets in the collateral account will be invested by U.S. Bank N.A., as directed by the Sub-Adviser in a short term U.S. government money market instrument that constitutes an “Eligible Security” (as defined in Rule 2a-7 under the 1940 Act). All of the assets that are held by the collateral account will be valued on an amortized cost basis to the extent permitted by applicable Commission or staff releases, rules, letters or orders.

 

During the current fiscal period, the Fund had loaned securities that were collateralized by cash. The cash collateral received was invested in the First American Government Obligations Fund - X Class Shares and is presented in the Fund’s Schedule of Investments as “Securities Held as Collateral on Loaned Securities.” The securities lending program restricts investments to several prescribed money market funds along with a collateralized separate account investment option.

 

P.

Restricted and Illiquid Securities. The Fund will not purchase nor otherwise acquire any investment if, as a result, more than 15% of its net assets (taken at current market value) would be invested in securities that are illiquid. Generally speaking, an illiquid security is any asset or investment of which the Fund cannot sell a normal trading unit in the ordinary course of business within seven days at approximately the value at which the Fund has valued the asset or investment, including securities that cannot be sold publicly due to legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the OTC markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.

 

Over the past several years, strong institutional markets have developed for various types of restricted securities, including repurchase agreements, some types of commercial paper, and some corporate bonds and notes (commonly known as “Rule 144A Securities”). Securities freely salable among qualified institutional investors under special rules adopted by the SEC, or otherwise determined to be

 

24

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

liquid, may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly, the Board will monitor their liquidity. The Board will review pertinent factors such as trading activity, reliability of price information and trading patterns of comparable securities in determining whether to treat any such security as liquid for purposes of the foregoing 15% test. To the extent the Board treats such securities as liquid, temporary impairments to trading patterns of such securities may adversely affect the Fund’s liquidity. The Fund may, from time to time, participate in private investment vehicles and/or in equity or debt instruments that do not trade publicly and may never trade publicly. These types of investments carry a number of special risks in addition to the normal risks associated with equity and debt investments. In particular, private investments are likely to be illiquid, and it may be difficult or impossible to sell these investments under many conditions. The Fund may from time to time establish one or more wholly-owned special purpose subsidiaries in order to facilitate the Fund’s investment program which may reduce certain of the costs (e.g. tax consequences) to the Fund.

 

Q. REIT Distributions. The character of distributions received from real estate investment trusts (“REITs”) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions. Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.

 

R.

LIBOR Discontinuation. Many financial instruments use or may use a floating rate based on the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR by the end of 2021. The FCA and ICE Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing 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 developing in response to these new reference rates. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. For example, current information technology systems may be unable to accommodate new instruments and rates with features that differ from LIBOR. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.

 

S.

SEC Rule 18f-4. Effective August 19, 2022, 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 limited derivatives user (as defined in Rule 18f-4), is not 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.

 

T.

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 were the following subsequent events:

 

Termination of Sub-Advisory Agreement: As described in the supplement to the Fund’s Prospectus and Statement of Additional Information dated March 27, 2024 (the “Supplement”), effective as of the close of business on March 29, 2024, the Sub-Advisory Agreement between the Adviser and MFP with respect to the Fund was terminated and MFP ceased serving as a sub-adviser to the Fund.

 

Plan of Liquidation and Termination: At a Board meeting held on March 25, 2024, following redemptions of Fund shares and based upon the recommendation of the Adviser, the Board approved a Plan of Liquidation and Termination for the Fund (the “Plan”). The Board concluded that it is in the best interest of the Fund and its shareholders that the Fund be closed and liquidated as a series of the

 

25

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

Trust effective as of the close of business on or about April 30, 2024 (the “Liquidation Date”). Accordingly, the Board approved the Plan, which sets forth the manner in which the Fund will be liquidated. The Liquidation Date may be changed without notice at the discretion of the Trust’s officers.

 

Effective as of April 1, 2024, in anticipation of the liquidation, the Fund no longer accepts purchases into the Fund. In addition, the Adviser is in the process of transitioning the Fund’s portfolio securities to cash and/or cash equivalents and the Fund is no longer pursuing its stated investment objective. Additional information regarding the Plan and liquidation of the Fund is available in the Supplement.

 

NOTE 3 – INVESTMENT ADVISORY FEES, SERVICING FEES, AND OTHER FEES AND EXPENSES

 

 

The Adviser serves as the investment adviser for the Fund and the Sub-Adviser 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 Fund’s Sub-Adviser, pursuant to the terms of an investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund compensates the Adviser for its services at the annual rate of 0.99% of the Fund’s average daily net assets, payable on a monthly basis in arrears. Pursuant to the sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), the Adviser compensates the Sub-Adviser for its services at an annual rate of 0.89% of the Fund’s average daily net assets.

 

The Adviser has contractually agreed to limit the amount of the Fund’s total annual operating expenses (excluding taxes, interest on borrowings, acquired fund fees and expenses, dividends on securities sold short, brokerage commissions, and other expenditures, which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of business) to 1.60% of the Fund’s average daily net assets attributable to Investor Class shares and to 1.35% of the Fund’s average daily net assets attributable to Institutional Class shares for the period from March 31, 2023 through December 31, 2025 (the “Expense Limitation Agreement”). The Adviser is permitted to recoup, on a class by class basis, any fees it has waived or deferred or expenses it has borne pursuant to the Expense Limitation Agreement to the extent that the Fund’s expenses (after any repayment is taken into account) do not exceed both of (i) the expense limitations that were in effect at the time of the waiver or reimbursement, and (ii) the current expense limitations. The Board must approve any recoupment payment made to the Adviser. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after date on which the fees and expenses were waived or deferred.

 

Pursuant to the Sub-Advisory Agreement, the Sub-Adviser contractually agreed to reduce its fee under the Sub-Advisory Agreement by any amounts paid to the Fund by the Adviser related to applicable voluntary fee waivers, expense reimbursements (including the Expense Limitation Agreement) or other payments related to any voluntary expense cap applicable to the Fund. Accordingly, the Sub-Adviser will be entitled to recoupment from the Adviser of any recoupment received by Advisor from the Fund that Adviser has waived or deferred or expenses it has borne pursuant to the Expense Limitation Agreement related to any period during the term of the Sub-Advisory Agreement.

 

During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:

 

 

GROSS
ADVISORY FEES

   

WAIVERS AND/OR
REIMBURSEMENTS

   

RECOUPMENTS

   

NET
ADVISORY FEES

 
  $ 455,390     $ (26,951 )   $ 38,437     $ 466,876  

 

As of the end of the current fiscal period, the Fund had amounts available for recoupment by the Adviser as follows:

 

 

EXPIRATION

 
 

December 31,
2025

   

August 31,
2026

   

August 31,
2027

   

TOTAL

 
  $     $ 29,517     $ 26,951     $ 56,468  

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect wholly-owned subsidiary of U.S. Bank N.A., serves as the Fund’s administrator (the “Administrator”) and, in that capacity, performs various administrative and accounting services for the Fund. Fund Services also serves as the Fund’s fund accountant, transfer agent, dividend disbursing agent and registrar. 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 Fund expenses and reviews the Fund’s expense accruals.

 

26

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

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 the Trust. Prior to the Reorganization, Compass Distributors, LLC, an affiliate of Foreside Financial Group, LLC, served as the Fund’s distributor.

 

The Fund has adopted a Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the 1940 Act with respect to Investor Class shares. The Plan provides that the Fund may pay a fee to the Distributor at an annual rate of 0.25% of the average daily net assets of Investor Class shares. No distribution or shareholder servicing fees are paid by Institutional Class shares. These fees may be used by the Distributor to provide compensation for sales support distribution activities, or shareholder servicing activities.

 

NOTE 4 – TRUSTEE AND OFFICER COMPENSATION

 

 

The Trustees of the Trust receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Trust. Vigilant Compliance, LLC is compensated for the services provided to the Trust. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Trust. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Trust. They are not compensated by the Fund or the Trust. For Trustee and Officer compensation amounts, please refer to the Statement of Operations.

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

 

For the current fiscal period, the cost of purchases and the proceeds from the sale of securities, excluding short-term investments, were $13,321,999 and $36,658,816, respectively.

 

There were no purchases or sales of long-term U.S. government securities for the current fiscal period.

 

NOTE 6 – FEDERAL INCOME TAX INFORMATION

 

 

The tax character of distributions paid by the Fund during the fiscal period ended August 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021 were as follows:

 

   

Fiscal
Period Ended
August 31,
2023

   

December 31,
2022

   

December 31,
2021

 

Distributions paid from:

                       

Ordinary income*

  $     $ 2,587,418     $ 6,425,493  

Long-term capital gains**

                 

Total distributions

  $     $ 2,587,418     $ 6,425,493  

 

*

For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.

**

The Fund designates this distribution as long-term capital gain dividends pursuant to Internal Revenue Code Section 852(b)(3)(C).

 

27

 

 

Evermore Global Value Fund

 

Notes to Financial Statements February 29, 2024, (Unaudited) Continued

 

 

As of August 31, 2023, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund was as follows:

 

Cost of investments

  $ 80,455,028  

Gross tax unrealized appreciation

    35,997,135  

Gross tax unrealized depreciation

    (8,933,099 )

Net tax unrealized appreciation

    27,064,036  

 

As of August 31, 2023, the components of distributable earnings (losses) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 2,053,713  

Undistributed long-term capital gain

     

Capital loss carryforward

    (71,438,984 )

Other accumulated losses

    (43,828 )

Unrealized appreciation/(depreciation)

    27,035,463  

Qualified late-year loss deferral

    (2,487,490 )

Total distributable earnings

    (44,881,126 )

 

Permanent differences as of August 31, 2023, primarily attributable to excise tax paid and investments in partnerships were reclassified among the following accounts:

 

Distributable earnings

  $ 39,204  

Paid-in-capital

  $ (39,204 )

 

The difference between cost of investments for financial reporting and cost of investments for Federal income tax purposes was due primarily to timing differences in recognizing certain gains and losses on security transactions (e.g., wash sale loss deferrals, passive foreign investment company transactions, unrealized gains (losses) recognition of derivatives, and investments in publicly traded partnerships).

 

The Fund is permitted to carry forward capital losses incurred 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 Fund had unexpiring short-term capital loss carryforwards of $6,649,411 and long-term capital loss carryforwards of $64,789,573. For the fiscal year ended August 31, 2023, the Fund deferred to September 1, 2023, $2,487,490 in qualified late-year losses.

 

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.

 

NOTE 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 a final rule relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. Beginning in July 2024, the Fund will be required to transmit concise and visually engaging shareholder reports that highlight key information. The Fund will also be required to 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.

 

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.

 

28

 

 

Evermore Global Value Fund

 

Additional Information (Unaudited)

 

 

Proxy Voting (Unaudited)

 

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 August 31 are available without charge, upon request, by calling 866-EVERMORE (866) 383-7667 and on the SEC’s website at http://www.sec.gov.

 

Information About Householding (Unaudited)

 

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and Annual and Semi-Annual Reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 866-EVERMORE (866) 383-7667 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.

 

29

 

 

Investment Adviser
F/M INVESTMENTS, LLC D/B/A NORTH SLOPE CAPITAL, LLC
3050 K Street NW, Suite W-201
Washington D.C. 20007

 

Investment Sub-Adviser
MFP INVESTORS LLC
909 Third Avenue
33rd Floor
New York, NY 10022

 

Administrator and Transfer Agent
U.S. BANCORP FUND SERVICES, LLC
P.O Box 701
Milwaukee, WI 53202

 

Principal Underwriter
QUASAR DISTRIBUTORS, LLC
3 Canal Plaza, Suite 100
Portland, ME 04101

 

Custodian
U S BANK N.A.
Custody Operations
1555 N 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

 

 

Ticker

Cusip

Evermore Global Value Fund

   

Investor Class

EVGBX

300397106

Institutional Class

EVGIX

300397122

 

WWW.EVERMOREGLOBAL.COM

Ever-SAR24

 

 

 

 

 

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

 

A Series of

THE RBB FUND TRUST

 

Institutional Class (TICKER: PEIEX)

 

Semi-Annual Report

 

February 29, 2024

(Unaudited)

 

 

 

 

 

 

 

 

P/E Global Enhanced International Fund

 

 

 

Table of Contents

 

 

   

Performance Data

1

Fund Expense Example

2

Portfolio Holdings Summary Table

4

Portfolio of Investments

6

Financial Statements

7

Notes to Financial Statements

11

Notice to Shareholders

21

 

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Performance Data

(Unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS FOR THE Period ended February 29, 2024

 

Six
Months(1)

One
Year

Since
Inception

P/E Global Enhanced International Fund

12.73%

17.06%

21.03%(2)

MSCI EAFE Index

9.23%

14.41%

17.85%(3)

 

(1)

Not annualized.

 

(2)

The Fund’s Institutional Class Shares commenced operations on December 29, 2022.

 

(3)

Index performance is from inception date of the Fund only and is not the inception date of the index itself.

 

The performance of P/E Global Enhanced International Fund (the “Fund”) quoted reflects fee waivers in effect and would have been less in their absence. P/E Global LLC (“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 1.00% of the Fund’s average daily net assets attributable to Institutional Class Shares. Without the limitation arrangement, the gross expense ratio is 2.69% for Institutional Class Shares as stated in the current prospectus. This contractual limitation is in effect until December 31, 2024 and may not be terminated without the approval of the Board of Trustees (“Board”) of The RBB Fund Trust. 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. Performance data current to the most recent month-end can be obtained by calling 1-855-610-4766.

 

 

1

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Fund Expense Example

FEBRUARY 29, 2024 (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 September 1, 2023 through February 29, 2024, 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.

 

2

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Fund Expense Example (concluded)

FEBRUARY 29, 2024 (UNAUDITED)

 

 

Beginning
Account Value
September 1, 2023

Ending
Account Value
February 29, 2024

Expenses
Paid During
Period*

Annualized
Expense
Ratio

Actual SIX-MONTH Total Investment Return
for the Fund

Actual

         

Institutional Class Shares

$ 1,000.00

$ 1,127.30

$ 5.29

1.00%

12.73%

Hypothetical (5% return before expenses)

         

Institutional Class Shares

$ 1,000.00

$ 1,019.89

$ 5.02

1.00%

N/A

 

 

*

Expenses are equal to the Fund’s annualized six-month expense ratio for the period September 1, 2023 to February 29, 2024, which include waived fees or reimbursed expenses, multiplied by the average account value over the period, multiplied by the number of days (182) in the most recent fiscal half-year, then divided by 366 to reflect the one half-year period. The Fund’s ending account values on the first line in the table is based on the actual six-month total investment return for the Fund.

 

 

3

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

PORTFOLIO HOLDINGS SUMMARY TABLE

FEBRUARY 29, 2024 (UNAUDITED)

 

The following table presents a summary of the portfolio holdings of the Fund:

 

 

 

% OF NET
ASSETS

   

Value

 
                 

SHORT-TERM INVESTMENTS: U.S. Treasury Obligations

    77.2 %   $ 19,156,357  

OTHER ASSETS IN EXCESS OF LIABILITIES (including futures contracts)

    22.8       5,667,290  

NET ASSETS

    100.0 %   $ 24,823,647  

 

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 Portfolio Investments for a detailed listing of the Fund’s holdings.

 

4

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

(PORTFOLIO OF INVESTMENTS)

FEBRUARY 29, 2024 (UNAUDITED)

 

 

 

PAR

   

Value

 
                 

SHORT-TERM INVESTMENTS — 77.2%

               

U.S. Treasury Bills — 77.2%

               

5.26%, 03/28/2024(a)

    7,800,000     $ 7,769,146  

5.23%, 04/25/2024(a)

    6,500,000       6,447,559  

5.27%, 05/23/2024(a)

    5,000,000       4,939,652  

TOTAL SHORT-TERM INVESTMENTS (Cost $19,158,382)

            19,156,357  

TOTAL INVESTMENTS — 77.2% (Cost $19,158,382)

            19,156,357  
                 

Other Assets in Excess of Liabilities — 22.8%

            5,667,290  

TOTAL NET ASSETS — 100.0%

          $ 24,823,647  

 

Percentages are stated as a percent of net assets.

 

(a)

The rate shown is the effective yield.

 

The accompanying notes are an integral part of these financial statements.

 

 

5

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Portfolio of Investments in Futures Contracts

FEBRUARY 29, 2024 (UNAUDITED)

 

Futures contracts outstanding as of February 29, 2024 were as follows:

 

Description

 

Contracts
Purchased

   

EXPIRATION
DATE

   

NOTIONAL

   

VALUE AND
UNREALIZED
APPRECIATION/
(DEPRECIATION)

 
                                 

Mexican Peso/US Dollar Cross Currency Rate

    2       03/18/2024     $ 58,490     $ 1,754  

MSCI EAFE Index

    215       03/15/2024       24,594,925       1,220,596  

South African Rand/US Dollar Cross Currency Rate

    2       03/18/2024       52,025       (171 )

US Dollar/Norwegian Krone Cross Currency Rate

    3       03/18/2024       299,938       939  

US Dollar/Swedish Krona Cross Currency Rate

    9       03/18/2024       900,425       (3,126 )
                            $ 1,219,992  

 

Description

 

Contracts
Sold

   

EXPIRATION
DATE

   

NOTIONAL

   

VALUE AND
UNREALIZED
APPRECIATION/
(DEPRECIATION)

 
                                 

Australian Dollar/US Dollar Cross Currency Rate

    (211)       03/18/2024     13,708,670       214,159  

British Pound/US Dollar Cross Currency Rate

    (58)       03/18/2024       4,572,575       (12,589 )

Canadian Dollar/US Dollar Cross Currency Rate

    (5)       03/19/2024       368,350       813  

Euro/US Dollar Cross Currency Rate

    (184)       03/18/2024       24,860,700       53,315  

Japanese Yen/US Dollar Cross Currency Rate

    (98)       03/18/2024       8,190,350       340,212  

New Zealand Dollar/US Dollar Cross Currency Rate

    (5)       03/18/2024       304,100       3,286  

Swiss Franc/US Dollar Cross Currency Rate

    (32)       03/18/2024       4,529,400       64,431  
                            $ 663,627  

Total Unrealized Appreciation (Depreciation)

                          $ 1,883,619  

 

The accompanying notes are an integral part of these financial statements.

 

6

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Statement of Assets and Liabilities

FEBRUARY 29, 2024 (UNAUDITED)

 

ASSETS

       

Investments, at value (cost $19,158,382)

  $ 19,156,357  

Deposits with broker for futures contracts

    2,480,202  

Unrealized apprecation on futures contracts

    1,899,505  

Cash and cash equivalents

    1,272,011  

Foreign currency deposits with broker for future contracts (cost $35,007)

    35,484  

Prepaid expenses and other assets

    20,479  

Total assets

    24,864,038  
         

LIABILITIES

       

Unrealized deprecation on futures contracts

    15,886  

Payable for advisory fees

    13,092  

Payable for audit and tax service fees

    9,417  

Other accrued expenses and liabilities

    1,996  

Total liabilities

    40,391  

Net assets

  $ 24,823,647  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 22,226,423  

Total distributable earnings/(losses)

    2,597,224  

Net assets

  $ 24,823,647  
         

Shares issued and outstanding (unlimited number of shares authorized without par value)

    2,133,700  

Net asset value, offering and redemption price per share

  $ 11.63  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

7

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Statement of Operations

FOR THE PERIOD ENDED FEBRUARY 29, 2024 (UNAUDITED)

 

INVESTMENT INCOME

       

Interest

  $ 435,065  

Total investment income

    435,065  
         

EXPENSES

       

Advisory fees (Note 2)

    106,531  

Offering costs

    37,697  

Registration and filing fees

    29,926  

Administration and accounting fees (Note 2)

    18,318  

Transfer agent fees (Note 2)

    11,530  

Audit and tax service fees

    9,516  

Officer fees

    1,148  

Custodian fees (Note 2)

    490  

Director fees

    163  

Legal fees

    27  

Other expenses

    710  

Total expenses before waivers and/or reimbursements

    216,056  

Less: waivers and/or reimbursement (Note 2)

    (103,917 )

Net expenses after waivers and/or reimbursements

    112,139  

Net investment income/(loss)

    322,926  
         

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

       

Net realized gain/(loss) from:

       

Futures contracts

    777,811  

Foreign currency transactions

    3,336  

Net change in unrealized appreciation/(depreciation) from:

       

Investments

    369  

Futures contracts

    1,677,095  

Foreign currency translations

    1,217  

Net realized and unrealized gain/(loss) from investments

    2,459,828  

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 2,782,754  

 

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

STATEMENT of Changes in Net Assets

 

 

 

FOR THE
Period ended
February 29,
2024
(unaudited)

   

For the
Period Ended
August 31,
2023
(1)

 

INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:

               

Net investment income/(loss)

  $ 322,926     $ (90,546 )

Net realized gain/(loss) from investments, futures contracts and foreign currency transactions

    781,147       1,234,140  

Net change in unrealized appreciation/(depreciation) on investments, futures contracts and foreign currency transactions

    1,678,681       203,390  

Net increase/(decrease) in net assets resulting from operations

    2,782,754       1,346,984  
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

               

Total distributable earnings

    (1,532,514 )      

Net decrease in net assets from dividends and distributions to shareholders

    (1,532,514 )      
                 

CAPITAL SHARE TRANSACTIONS:

               

Proceeds from shares sold

    325,000       20,405,952  

Reinvestment of distributions

    1,532,514        

Shares redeemed

    (37,000 )     (43 )

Net increase/(decrease) in net assets from capital share transactions

    1,820,514       20,405,909  

Total increase/(decrease) in net assets

    3,070,754       21,752,893  
                 

NET ASSETS:

               

Beginning of period

    21,752,893        

End of period

  $ 24,823,647     $ 21,752,893  
                 

SHARE TRANSACTIONS:

               

Shares sold

    29,061       1,962,195  

Shares reinvested

    145,815        

Shares redeemed

    (3,367 )     (4 )

Net increase/(decrease) in shares outstanding

    171,509       1,962,191  

 

(1)

Inception date of the Fund was December 29, 2022.

 

The accompanying notes are an integral part of these financial statements.

 

 

9

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Financial Highlights

 

Contained below is per share operating performance data for institutional class 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
February
29, 2024
(Unaudited)

   

For the
Period
ended
August 31,
2023
(1)

 

PER SHARE OPERATING PERFORMANCE

               

Net asset value, beginning of period

  $ 11.09     $ 10.00  

Net investment income/(loss)(2)

    0.16       (0.06 )

Net realized and unrealized gain/(loss) from investments

    1.16       1.15  

Net increase/(decrease) in net assets resulting from operations

    1.32       1.09  

Dividends and distributions to shareholders from:

               

Net investment income

    (0.09 )      

Net realized capital gain

    (0.69 )      

Total dividends and distributions to shareholders

    (0.78 )      

Net asset value, end of period

  $ 11.63     $ 11.09  

Total investment return/(loss)(3)

    12.73 %(4)     10.90 %(4)

RATIOS/SUPPLEMENTAL DATA

               

Net assets, end of period (000’s omitted)

  $ 24,824     $ 21,753  

Ratio of expenses to average net assets with waivers and/or reimbursements

    1.00 %(5)     1.00 %(5)

Ratio of expenses to average net assets without waivers and/or reimbursements

    1.93 %(5)     2.69 %(5)

Ratio of net investment income/(loss) to average net assets

    2.88 %(5)     (0.83 )%(5)

Portfolio turnover rate

    0 %(4)     0 %(4)

 

(1)

Inception date of the Fund was December 29, 2022.

 

(2)

Per share data calculated using average shares outstanding method.

 

(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)

Not annualized.

 

(5)

Annualized.

 

The accompanying notes are an integral part of these financial statements.

 

10

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

1. Organization And Significant Accounting Policies

 

The RBB Fund Trust, (the “Trust”) was organized as a Delaware statutory trust on August 29, 2014, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust 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, the Trust has seven separate investment portfolios, including the P/E Global Enhanced International Fund (the “Fund”), which commenced investment operations on December 29, 2022. The Fund is authorized to offer three classes of shares, Institutional Class, Investor Class, and Class A Shares. Investor Class Shares and Class A Shares have not yet commenced operations as of the end of February 29, 2024, the reporting period.

 

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 February 29, 2024, and the period covered by these Notes to Financial Statements is the six-month period ended February 29, 2024 (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 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 factors such 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 Trust’s Board of Trustees (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.).

 

 

11

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

 

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

  $ 19,156,357     $     $ 19,156,357     $  

Foreign Currency Contracts

                               

Futures Contracts

    678,909       678,909              

Equity Contracts

                               

Futures Contracts

    1,220,596       1,220,596              

Total Assets

  $ 21,055,862     $ 1,899,505     $ 19,156,357     $  

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

 

Foreign Currency Contracts

                               

Futures Contracts

  $ (15,886 )   $ (15,886 )   $     $  

Total Liabilities

  $ (15,886 )   $ (15,886 )   $     $  

 

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 current fiscal period. Transfers in and out between levels are based on values at the end of the current fiscal period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

 

During the current fiscal period, the Fund had no Level 3 transfers.

 

12

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIESDerivative 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 current fiscal period include futures contracts.

 

During the current fiscal period, the Fund used long and short contracts on U.S. equity market indices and foreign currencies, to gain investment exposure in accordance with its investment objective.

 

The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.

 

The following tables list the fair values and location on the Statement of Assets and Liabilities of the Fund’s derivative holdings as of the end of the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.

 

DERIVATIVE TYPE

 

STATEMENT OF
ASSETS AND
LIABILITIES
LOCATION

   

EQUITY
CONTRACTS

   

FOREIGN
CURRENCY
CONTRACTS

   

TOTAL

 

Asset Derivatives

Futures Contracts (a)

    Unrealized appreciation on futures contracts     $ 1,220,596     $ 678,909     $ 1,899,505  

Total Value - Assets

          $ 1,220,596     $ 678,909     $ 1,899,505  

Liability Derivatives

Futures Contracts (a)

    Unrealized depreciation on futures contracts     $     $ (15,886 )   $ (15,886 )

Total Value - Liabilities

          $     $ (15,886 )   $ (15,886 )

 

(a)

This amount represents the cumulative appreciation/(depreciation) of futures contracts as reported in the 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

 

STATEMENT OF
OPERATIONS
LOCATION

   

EQUITY
CONTRACTS

   

FOREIGN
CURRENCY
CONTRACTS

   

TOTAL

 

Realized Gain/(Loss)

Futures Contracts

    Net realized gain/(loss) from futures contracts     $ (428,413 )   $ 1,206,224     $ 777,811  

Total Realized Gain/(Loss)

  $ (428,413 )   $ 1,206,224     $ 777,811  

 

 

13

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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

 

STATEMENT OF
OPERATIONS
LOCATION

   

EQUITY
CONTRACTS

   

FOREIGN
CURRENCY
CONTRACTS

   

TOTAL

 

Change in Unrealized Appreciation/(Depreciation)

Futures Contracts

    Net change in unrealized appreciation/(depreciation) on futures contracts     $ 1,938,950     $ (261,855 )   $ 1,677,095  

Total Change in Unrealized Appreciation/(Depreciation)

  $ 1,938,950     $ (261,855 )   $ 1,677,095  

 

During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:

 

 

LONG FUTURES
NOTIONAL AMOUNT

   

SHORT FUTURES
NOTIONAL AMOUNT

 
  $ 24,182,156     $ (51,769,999 )

 

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 current fiscal 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, Inc. (“RBB”) a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Trust or RBB 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 the Trust and RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

 

14

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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.

 

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 Rule 18f-4 and has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4.

 

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 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.

 

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 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.

 

 

15

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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.

 

FOREIGN SECURITIES MARKET RISK — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.

 

COUNTERPARTY RISK — The derivative contracts entered into by the Fund or its subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.

 

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.

 

U.S. GOVERNMENT SECURITIES — The Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including, but not limited to, obligations of U.S. government agencies or instrumentalities such as Fannie Mae, Freddie Mac, Ginnie Mae, the Small Business Administration, the Federal Farm Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation (Farmer Mac).

 

16

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by Fannie Mae, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury, while the U.S. government provides financial support to such U.S. government-sponsored federal agencies, no assurance can be given that the U.S. government will always do, since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi-annually and repay the principal at maturity.

 

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

 

P/E Global LLC serves as the investment adviser to the Fund. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the 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 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, 2024 and may not be terminated without the approval of the Board. The Adviser may discontinue this arrangement at any time after December 31, 2024.

 

ADVISORY FEE

EXPENSE CAP
Institutional Class

0.95%

1.00%

 

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

 
  $ 106,531     $ (103,917 )   $ 2,614  

 

 

17

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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 current fiscal period, the Fund had amounts available for recoupment as follows:

 

 

EXPIRATION
AUGUST 31, 2026

   

EXPIRATION
AUGUST 31, 2027

   

TOTAL

 
  $ 183,432     $ 103,917     $ 287,349  

 

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 the Trust.

 

For compensation amounts paid to Fund Services and the Custodian, please refer to the Statement of Operations.

 

3. Trustee And Officer Compensation

 

The Trustees of the Trust receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Trust. Vigilant Compliance, LLC is compensated for the services provided to the Trust. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Trust. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Trust. They are not compensated by the Fund or the Trust. For Trustee and Officer compensation amounts, please refer to the 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

 

18

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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)

 
  $ 14,875,800     $     $ (3,134 )   $ (3,134 )

 

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 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

   

Unrealized
Appreciation/
(Depreciation)

 
  $ 484,612     $ 865,506     $ (3,134 )

 

The tax character of dividends and distributions paid during the current fiscal period ended August 31, 2023 was as follows:

 

 

Ordinary Income

   

Long-Term Gains

   

Total

 
  $     $     $  

 

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 period 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 Fund had no tax basis qualified late-year loss deferral or Post-October capital loss.

 

 

19

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notes to Financial Statements (CONCLUDED)

FEBRUARY 29, 2024 (UNAUDITED)

 

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. Beginning in July 2024, the Fund will be required to transmit concise and visually engaging shareholder reports that highlight key information. The Fund will also be required to 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.

 

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 significant events requiring recognition or disclosure in the financial statements.

 

20

 

 

 

P/E GLOBAL ENHANCED INTERNATIONAL FUND

Notice to Shareholders

(Unaudited)

 

Information on Proxy Voting

 

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (855) 610-4766; and (ii) on the SEC’s website at http://www.sec.gov.

 

Quarterly Schedule of Investments

 

The Trust 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 Trust’s Form N-PORT filings are available on the SEC’s website at http://www.sec.gov.

 

 

21

 

 

INVESTMENT ADVISER

P/E Global LLC
75 State Street, 31st Floor
Boston MA 02109

 

ADMINISTRATOR AND TRANSFER AGENT

U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, WI 53202-0701

 

CUSTODIAN

U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53202

 

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

 

UNDERWRITER

Quasar Distributors, LLC
3 Canal Plaza, Suite 100
Portland, ME 04101

 

LEGAL COUNSEL

Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996

 

PE-SAR24

 

 

 

 

 

 

 

 

SEMI-ANNUAL REPORT

 

February 29, 2024

 

PENN CAPITAL MID CAP CORE FUND

 

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

 

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

 

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

 

Each a series of The RBB Fund Trust

 

 

TABLE OF CONTENTS

     

Fund Summary

1

Disclosure of Fund Expenses

5

Fund

Schedule of Investments

Penn Capital Mid Cap Core Fund

7

Penn Capital Opportunistic High Income Fund

10

Penn Capital Short Duration High Income Fund

15

Penn Capital Special Situations Small Cap Equity Fund

19

Statements of Assets and Liabilities

22

Statements of Operations

23

Statements of Changes in Net Assets

24

Financial Highlights

26

Notes to the Financial Statements

30

Additional Information

41

 

 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 

PENN CAPITAL MID CAP CORE FUND

Fund Summary (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on November 30, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the
Periods Ended February 29, 2024

Six Months*

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Mid Cap Core Fund

         

Institutional Class Shares

1.84%

0.63%

-1.56%

5.43%

7.25%

Bloomberg US 2500 Index

9.96%

12.07%

2.00%

8.59%

9.40%(2)

 

 

*

Not annualized.

 

(1)

Inception date is 11/30/15.

 

(2)

The return shown for the Bloomberg US 2500 Index is from the inception date of the Institutional Class shares.

 

The Bloomberg US 2500 Index is a float market-cap-weighted benchmark of the lower 2,500 companies in capitalization of the Bloomberg US 3000 Index.

 

Gross Expense Ratio: 1.79%, Net Expense Ratio: 1.06%, per the most recent Prospectus dated December 31, 2023.

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least December 31, 2024.

 

1

 

 

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

FUND SUMMARY (UNAUDITED)

 

This chart assumes a hypothetical initial gross investment of $10,000 made on November 30, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the
Periods Ended February 29, 2024

Six Months*

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Opportunistic High Income Fund

         

Institutional Class Shares

5.88%

10.36%

1.59%

3.06%

4.62%

ICE BofA US High Yield Constrained Index

6.15%

10.97%

1.86%

3.97%

5.49%(2)

 

 

*

Not annualized.

 

(1)

Inception date is 11/30/15.

 

(2)

The return shown for the ICE BofA US High Yield Constrained Index is from the inception date of the Institutional Class shares.

 

The ICE BofA US High Yield Constrained Index is a market value-weighted index designed to measure the performance of the US high yield bond market but caps issuer exposure at 2%.

 

Gross Expense Ratio: 1.52%, Net Expense Ratio: 0.74%, per the most recent Prospectus dated December 31, 2023.

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least December 31, 2024.

 

2

 

 

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

FUND SUMMARY (UNAUDITED)

 

This chart assumes a hypothetical initial gross investment of $10,000 made on July 17, 2017, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the
Periods Ended February 29, 2024

Six Months*

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Short Duration High Income Fund

         

Institutional Class Shares

4.30%

7.75%

3.29%

3.10%

2.93%

ICE BofA 1-3 Year BB US Cash Pay High Yield Index

4.41%

7.86%

3.00%

4.03%

3.87%(2)

ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Index

4.77%

8.89%

3.93%

4.08%

4.13%(3)

 

 

*

Not annualized.

 

(1)

Inception date is 7/17/17.

 

(2)

The return shown for the ICE BofA 1-3 Year BB US Cash Pay High Yield Index is from the inception date of the Institutional Class shares.

 

(3)

The return shown for the ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Index is from the inception date of the Institutional Class shares. The ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Imdex is comprised of bonds within the ICE BofA High Yield Index whose ratings are at or between B1 through BB3, with maturities between 1 and 3 years.

 

The ICE BofA 1-3 Year BB US Cash Pay High Yield Index is a subset of the ICE Bank of America US Cash Pay High Yield Index including all securities with a remaining term to final maturity less than 3 years and rated BB1 through BB3, inclusive. The ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Year Index is comprised of bonds within the ICE BofA High Yield Index whose ratings are at or between B1 through BB3, with maturities between 1 and 3 years.

 

Gross Expense Ratio: 1.25%, Net Expense Ratio: 0.57%, per the most recent Prospectus dated December 31, 2023.

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least December 31, 2024.

 

3

 

 

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

FUND SUMMARY (UNAUDITED)

 

This chart assumes a hypothetical initial gross investment of $10,000 made on December 17, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the
Periods Ended February 29, 2024

Six Months*

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Special Situations Small Cap Equity Fund

         

Institutional Class Shares

2.70%

-0.56%

1.27%

10.30%

10.98%

Bloomberg US 2000 Index

8.68%

8.45%

-0.26%

7.71%

9.50%(2)

 

 

*

Not annualized.

 

(1)

Inception date is 12/17/15.

 

(2)

The return shown for the Bloomberg US 2000 Index is from the inception date of the Institutional Class shares.

 

The Bloomberg US 2000 Index is a float market-cap-weighted benchmark of the lower 2,000 companies in capitalization of the Bloomberg US 3000 Index.

 

Gross Expense Ratio: 1.73%, Net Expense Ratio: 1.09%, per the most recent Prospectus dated December 31, 2023.j6

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least December 31, 2024.

 

4

 

 

THE RBB FUND TRUST

Disclosure of Fund Expenses (Unaudited)

FOR THE PERIOD FROM SEPTEMBER 1, 2023 TO February 29, 2024

 

Cost in Dollars of a $1,000 Investment

 

The examples below are intended to describe the fees and expenses borne by shareholders during the six-month period from September 1, 2023 to February 29, 2024, and the impact of those costs on your investment.

 

Example

 

As a shareholder of a 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 a 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 made at the beginning of the six-month period and held for the entire period from September 1, 2023 to February 29, 2024.

 

These examples illustrate your Fund’s ongoing costs in two ways:

 

Actual Expenses

 

The second and third data columns in the accompanying table provide information about actual account values and actual expenses. You may use the information in these columns, 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 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 fourth and fifth data columns in the table below 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 a Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in a Fund with the ongoing costs of investing in other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

5

 

 

   

Beginning
Account Value
September 1, 2023

   

Ending
Account Value
February 29, 2024

   

Expenses Paid
During Period
(2)

   

Annualized
Expense Ratio
(3)

   

Actual Six-Month
Total Investment
Returns for
the Funds

 

Penn Capital Mid Cap Core Fund(1)

                                       

Actual

  $ 1,000.00     $ 1,018.40     $ 5.32       1.06 %     1.84 %

Hypothetical (5% return before expenses)

    1,000.00       1,019.59       5.32       1.06 %     N/A  

Penn Capital Opportunistic High Income Fund(1)

                                       

Actual

  $ 1,000.00     $ 1,058.80     $ 3.69       0.72 %     5.88 %

Hypothetical (5% return before expenses)

    1,000.00       1,021.28       3.62       0.72 %     N/A  

Penn Capital Short Duration High Income Fund(1)

                                       

Actual

  $ 1,000.00     $ 1,043.00     $ 2.74       0.54 %     4.30 %

Hypothetical (5% return before expenses)

    1,000.00       1,022.18       2.72       0.54 %     N/A  

Penn Capital Special Situations Small Cap Equity Fund(1)

                                       

Actual

  $ 1,000.00     $ 1,027.00     $ 5.49       1.09 %     2.70 %

Hypothetical (5% return before expenses)

    1,000.00       1,019.44       5.47       1.09 %     N/A  

 

 

(1)

Information is for Institutional Class shares.

 

(2)

Expenses are equal to each Fund’s annualized expense ratio, net of waivers and excluding acquired fund fees and expenses, if any, multiplied by the average account value over the period, multiplied by the number of days (182) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period.

 

(3)

Ratios reflect expenses waived by the Funds’ investment adviser. Without these waivers, each Fund’s expenses would have been higher and the ending account values would have been lower.

 

6

 

 

THE RBB FUND TRUST

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Shares

   

Value

 

COMMON STOCKS — 98.6%

Aerospace & Defense — 1.7%

Leonardo DRS, Inc.(a)

    2,185     $ 49,621  

Textron, Inc.

    952       84,795  
              134,416  

Air Freight & Logistics — 1.4%

GXO Logistics, Inc.(a)

    2,126       110,042  
                 

Banks — 6.7%

Pinnacle Financial Partners, Inc.

    1,520       125,734  

Popular, Inc.

    2,124       177,736  

South State Corp.

    1,327       111,521  

Texas Capital Bancshares, Inc.(a)

    1,818       106,626  
              521,617  

Biotechnology — 1.9%

ACADIA Pharmaceuticals, Inc.(a)

    2,109       49,013  

Halozyme Therapeutics, Inc.(a)

    2,459       97,893  
              146,906  

Capital Markets — 3.4%

Affiliated Managers Group, Inc.

    636       99,413  

BGC Group, Inc. - Class A

    14,378       99,927  

Lazard, Inc.

    1,702       65,595  
              264,935  

Construction & Engineering — 1.1%

MasTec, Inc.(a)

    1,087       82,025  
                 

Construction Materials — 1.9%

Knife River Corp.(a)

    1,958       145,068  
                 

Consumer Finance — 1.0%

OneMain Holdings, Inc.

    1,671       78,921  
                 

Consumer Staples Distribution & Retail — 1.3%

Performance Food Group Co.(a)

    1,345       103,256  
                 

Containers & Packaging — 1.4%

O-I Glass, Inc.(a)

    6,237       105,530  
                 

Electrical Equipment — 1.3%

Generac Holdings, Inc.(a)

    924       103,959  
                 

 

   

Shares

   

Value

 

Energy Equipment & Services — 5.3%

Patterson-UTI Energy, Inc.

    7,124     $ 82,425  

Transocean Ltd.(a)

    19,813       92,923  

Weatherford International PLC(a)

    2,320       238,055  
              413,403  

Financial Services — 1.4%

Shift4 Payments, Inc. - Class A(a)

    1,272       104,584  
                 

Ground Transportation — 3.0%

ArcBest Corp.

    858       122,574  

RXO, Inc.(a)

    5,179       111,452  
              234,026  

Health Care Equipment & Supplies — 1.7%

Alphatec Holdings, Inc.(a)

    9,845       132,218  
                 

Health Care Providers & Services — 4.1%

Progyny, Inc.(a)

    3,215       117,412  

Surgery Partners, Inc.(a)

    2,248       69,755  

Tenet Healthcare Corp.(a)

    1,383       128,619  
              315,786  

Hotel & Resort REITs — 1.4%

Ryman Hospitality Properties, Inc.

    944       111,845  
                 

Hotels, Restaurants & Leisure — 10.7%

Caesars Entertainment, Inc.(a)

    3,223       140,104  

Golden Entertainment, Inc.

    4,307       159,618  

MGM Resorts International(a)

    3,180       137,630  

Norwegian Cruise Line Holdings Ltd.(a)

    7,189       139,395  

Planet Fitness, Inc. - Class A(a)

    1,559       96,736  

United Parks & Resorts, Inc.(a)

    3,035       155,847  
              829,330  

Household Durables — 1.2%

Taylor Morrison Home Corp.(a)

    1,698       96,124  
                 

Insurance — 0.7%

Hamilton Insurance Group Ltd. - Class B(a)

    3,812       51,500  
                 

Life Sciences Tools & Services — 1.2%

Fortrea Holdings, Inc.(a)

    2,423       90,959  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

7

 

 

THE RBB FUND TRUST

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Shares

   

Value

 

Machinery — 3.1%

Chart Industries, Inc.(a)

    830     $ 118,574  

Hillman Solutions Corp.(a)

    12,571       122,441  
              241,015  

Media — 4.5%

Gray Television, Inc.

    13,261       77,444  

Nexstar Media Group, Inc. - Class A

    1,097       182,289  

Stagwell, Inc.(a)

    16,069       85,808  
              345,541  

Metals & Mining — 3.2%

Carpenter Technology Corp.

    2,124       137,317  

Commercial Metals Co.

    2,096       113,184  
              250,501  

Oil, Gas & Consumable Fuels — 4.7%

Chesapeake Energy Corp.

    1,494       123,673  

Diamondback Energy, Inc.

    319       58,224  

Northern Oil & Gas, Inc.

    3,259       116,444  

Scorpio Tankers, Inc.

    1,005       67,466  
              365,807  

Pharmaceuticals — 3.6%

Avadel Pharmaceuticals PLC - ADR(a)

    5,146       65,766  

Collegium Pharmaceutical, Inc.(a)

    2,564       94,124  

Elanco Animal Health, Inc.(a)

    7,568       120,256  
              280,146  

Real Estate Management & Development — 1.6%

Newmark Group, Inc. - Class A

    11,773       127,031  
                 

Retail REITs — 0.4%

Agree Realty Corp.

    622       34,179  
                 

Semiconductors & Semiconductor Equipment — 7.3%

Allegro MicroSystems, Inc.(a)

    4,309       135,690  

Kulicke & Soffa Industries, Inc.

    2,293       109,193  

Rambus, Inc.(a)

    1,909       113,089  

Semtech Corp.(a)

    4,864       103,117  

Teradyne, Inc.

    1,001       103,694  
              564,783  

Software — 4.2%

Five9, Inc.(a)

    1,360       82,960  

PTC, Inc.(a)

    624       114,198  

RingCentral, Inc. - Class A(a)

    3,824       127,798  
              324,956  

 

 

   

Shares

   

Value

 

Specialized REITs — 1.0%

Gaming & Leisure Properties, Inc.

    1,632     $ 74,223  
                 

Specialty Retail — 3.2%

Five Below, Inc.(a)

    620       124,422  

Floor & Decor Holdings, Inc. - Class A(a)

    1,009       122,210  
              246,632  

Technology Hardware, Storage & Peripherals — 1.9%

Western Digital Corp.(a)

    2,431       144,572  
                 

Textiles, Apparel & Luxury Goods — 1.5%

Crocs, Inc.(a)

    924       112,959  
                 

Trading Companies & Distributors — 4.6%

DNOW, Inc.(a)

    6,955       98,413  

FTAI Aviation Ltd.

    1,828       102,898  

H&E Equipment Services, Inc.

    2,705       152,806  
              354,117  

TOTAL COMMON STOCKS (Cost $6,612,323)

            7,642,912  
                 

TOTAL INVESTMENTS — 98.6% (Cost $6,612,323)

            7,642,912  

Money Market Deposit Account — 1.6%(b)

            127,601  

Liabilities in Excess of Other Assets — (0.2)%

            (19,595 )

TOTAL NET ASSETS — 100.0%

          $ 7,750,918  

 

 

Percentages are stated as a percent of net assets.

 

ADR – American Depositary Receipt

 

PLC – Public Limited Company

 

REIT – Real Estate Investment Trust

 

(a)

Non-income producing security.

 

(b)

The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The MMDA interest rate as of February 29, 2024 was 3.27%.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

8

 

 

THE RBB FUND TRUST

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

Allocation of Portfolio Holdings by Country as of February 29, 2024

           

(% of Net
Assets)

 

United States

  $ 6,933,196       89.5 %

Ireland

    303,821       3.9  

Puerto Rico

    177,736       2.3  

Singapore

    109,193       1.4  

Monaco

    67,466       0.9  

Bermuda

    51,500       0.7  

Other Assets in Excess of Other Assets

    108,006       1.3  
    $ 7,750,918       100.0 %

 

Sector Classification February 29, 2024

           

(% of Net
Assets)

 

Consumer Discretionary

  $ 1,285,045       16.6 %

Industrials

    1,259,600       16.2  

Information Technology

    1,034,311       13.3  

Financials

    1,021,557       13.2  

Health Care

    966,015       12.5  

Energy

    779,210       10.0  

Materials

    501,099       6.5  

Real Estate

    347,278       4.5  

Communication Services

    345,541       4.5  

Consumer Staples

    103,256       1.3  

Other Assets in Excess of Other Assets

    108,006       1.4  
    $ 7,750,918       100.0 %

 

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The industry classifications presented in this report, present the Global Industry Classification Standard (GICS®). GICS® was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

9

 

 

THE RBB FUND TRUST

Penn Capital Opportunistic High Income Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

CORPORATE BONDS — 97.7%

Advertising & Marketing — 1.0%

Stagwell Global LLC, 5.63%, 08/15/2029 (a)

    375,000     $ 334,800  
                 

Aerospace & Defense — 2.3%

Bombardier, Inc.

               

7.13%, 06/15/2026 (a)

    230,000       231,926  

8.75%, 11/15/2030 (a)

    95,000       99,513  

TransDigm, Inc., 6.88%, 12/15/2030 (a)

    160,000       161,906  

Triumph Group, Inc.

               

7.75%, 08/15/2025

    115,000       114,759  

9.00%, 03/15/2028 (a)

    160,000       167,253  
              775,357  

Airlines — 2.9%

American Airlines, Inc.

               

7.25%, 02/15/2028 (a)

    300,000       302,497  

8.50%, 05/15/2029 (a)

    75,000       78,844  

Spirit Loyalty Cayman Ltd. / Spirit IP Cayman Ltd., 8.00%, 09/20/2025 (a)

    470,000       339,932  

VistaJet Malta Finance PLC

               

7.88%, 05/01/2027 (a)

    85,000       71,956  

9.50%, 06/01/2028 (a)

    135,000       113,738  

6.38%, 02/01/2030 (a)

    70,000       51,100  
              958,067  

Apparel & Textile Products — 1.1%

Crocs, Inc., 4.25%, 03/15/2029 (a)

    400,000       359,004  
                 

Auto Parts Manufacturing — 1.2%

American Axle & Manufacturing, Inc., 6.88%, 07/01/2028

    135,000       130,451  

Goodyear Tire & Rubber Co.

               

7.00%, 03/15/2028

    55,000       55,596  

5.00%, 07/15/2029

    100,000       92,044  

5.25%, 07/15/2031

    120,000       108,298  
              386,389  

Banks — 3.1%

Fifth Third Bancorp, 8.25%, 03/01/2038

    235,000       277,860  

Huntington Bancshares, Inc./OH, 4.44% to 08/04/2027 then SOFR + 1.97%, 08/04/2028

    240,000       230,497  

KeyCorp, 4.10%, 04/30/2028

    295,000       276,273  

 

   

Par

   

Value

 

Texas Capital Bancshares, Inc., 4.00% to 05/06/2026 then 5 yr. CMT Rate + 3.15%, 05/06/2031

    306,000     $ 261,465  
              1,046,095  

Cable & Satellite — 4.5%

CCO Holdings LLC

               

4.50%, 08/15/2030 (a)

    385,000       319,365  

7.38%, 03/01/2031 (a)

    30,000       29,068  

CSC Holdings LLC

               

11.25%, 05/15/2028 (a)

    255,000       263,101  

11.75%, 01/31/2029 (a)

    240,000       250,877  

Directv Financing LLC / Directv Financing Co-Obligor, Inc., 5.88%, 08/15/2027 (a)

    355,000       335,074  

DISH DBS Corp., 7.75%, 07/01/2026

    115,000       73,313  

DISH Network Corp., 11.75%, 11/15/2027 (a)

    235,000       245,006  
              1,515,804  

Casinos & Gaming — 2.9%

Caesars Entertainment, Inc., 7.00%, 02/15/2030 (a)

    325,000       332,949  

Scientific Games Holdings LP, 6.63%, 03/01/2030 (a)

    265,000       248,438  

Station Casinos LLC, 4.63%, 12/01/2031 (a)

    215,000       191,152  

Wynn Resorts Finance LLC / Wynn Resorts Capital Corp., 7.13%, 02/15/2031 (a)

    200,000       206,537  
              979,076  

Chemicals — 1.8%

Avient Corp., 7.13%, 08/01/2030 (a)

    320,000       327,011  

Windsor Holdings III LLC, 8.50%, 06/15/2030 (a)

    255,000       263,841  
              590,852  

Commercial Finance — 1.0%

Fortress Transportation and Infrastructure Investors LLC

               

9.75%, 08/01/2027 (a)

    130,000       134,751  

5.50%, 05/01/2028 (a)

    115,000       110,108  

7.88%, 12/01/2030 (a)

    95,000       99,608  
              344,467  

Construction Materials Manufacturing — 0.8%

Knife River Corp., 7.75%, 05/01/2031 (a)

    245,000       253,730  
                 

Consumer Finance — 2.6%

Bread Financial Holdings, Inc., 9.75%, 03/15/2029 (a)

    240,000       245,460  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

10

 

 

THE RBB FUND TRUST

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Navient Corp.

               

6.75%, 06/25/2025

    115,000     $ 115,684  

4.88%, 03/15/2028

    240,000       219,079  

OneMain Finance Corp., 6.63%, 01/15/2028

    290,000       288,353  
              868,576  

Consumer Products — 0.9%

Coty, Inc./HFC Prestige Products, Inc./HFC Prestige International US LLC, 6.63%, 07/15/2030 (a)

    110,000       111,788  

Energizer Holdings, Inc., 6.50%, 12/31/2027 (a)

    205,000       203,280  
              315,068  

Containers & Packaging — 1.1%

Owens-Brockway Glass Container, Inc., 7.25%, 05/15/2031 (a)

    210,000       212,833  

Pactiv Evergreen Group Issuer LLC, 4.38%, 10/15/2028 (a)

    175,000       162,191  
              375,024  

Department Stores — 1.5%

Macy’s Retail Holdings LLC, 5.88%, 04/01/2029 (a)

    340,000       327,444  

NMG Holding Co., Inc. / Neiman Marcus Group LLC, 7.13%, 04/01/2026 (a)

    175,000       171,647  
              499,091  

Entertainment Content — 0.7%

AMC Networks, Inc., 4.25%, 02/15/2029

    355,000       229,756  
                 

Entertainment Resources — 2.1%

Life Time, Inc., 8.00%, 04/15/2026 (a)

    140,000       141,281  

SeaWorld Parks & Entertainment, Inc.

               

8.75%, 05/01/2025 (a)

    60,000       60,148  

5.25%, 08/15/2029 (a)

    215,000       200,489  

Six Flags Entertainment Corp., 7.25%, 05/15/2031 (a)

    305,000       306,906  
              708,824  

Exploration & Production — 6.2%

Antero Resources Corp., 7.63%, 02/01/2029 (a)

    375,000       386,227  

Civitas Resources, Inc., 8.63%, 11/01/2030 (a)

    250,000       267,520  

Comstock Resources, Inc., 6.75%, 03/01/2029 (a)

    365,000       336,690  

Hilcorp Energy I LP, 6.25%, 11/01/2028 (a)

    280,000       277,950  

 

   

Par

   

Value

 

Northern Oil & Gas, Inc., 8.13%, 03/01/2028 (a)

    305,000     $ 308,852  

Permian Resources Operating LLC, 8.00%, 04/15/2027 (a)

    220,000       226,878  

SM Energy Co.

               

6.75%, 09/15/2026

    105,000       104,413  

6.50%, 07/15/2028

    40,000       40,050  

Talos Energy Ventures GOM LLC / Talos Finance Corp., 11.75%, 04/15/2026 (a)

    124,000       128,402  
              2,076,982  

Financial Services — 1.1%

PRA Group, Inc.

               

8.38%, 02/01/2028 (a)

    100,000       97,750  

5.00%, 10/01/2029 (a)

    305,000       255,407  
              353,157  

Food & Beverage — 1.6%

BellRing Brands, Inc., 7.00%, 03/15/2030 (a)

    215,000       219,390  

Herbalife Nutrition Ltd. / HLF Financing, Inc., 7.88%, 09/01/2025 (a)

    135,000       130,950  

HLF Financing Sarl LLC, 4.88%, 06/01/2029 (a)

    115,000       82,255  

Simmons Foods, Inc./Simmons Prepared Foods, Inc./Simmons Pet Food, Inc./Simmons Feed, 4.63%, 03/01/2029 (a)

    106,000       92,883  
              525,478  

Forest & Paper Products Manufacturing — 0.8%

Mercer International, Inc.

               

12.88%, 10/01/2028 (a)

    65,000       69,706  

5.13%, 02/01/2029

    230,000       198,149  
              267,855  

Hardware — 1.6%

NCR Atleos Corp., 9.50%, 04/01/2029 (a)

    275,000       290,894  

Seagate HDD Cayman, 8.50%, 07/15/2031 (a)

    210,000       227,056  
              517,950  

Health Care Facilities & Services — 10.4%

AdaptHealth LLC, 6.13%, 08/01/2028 (a)

    375,000       342,885  

CHS/Community Health Systems, Inc.

               

6.00%, 01/15/2029 (a)

    310,000       266,600  

10.88%, 01/15/2032 (a)

    170,000       173,111  

DaVita, Inc., 4.63%, 06/01/2030 (a)

    440,000       387,045  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

11

 

 

THE RBB FUND TRUST

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Encompass Health Corp., 4.75%, 02/01/2030

    230,000     $ 213,366  

Fortrea Holdings, Inc., 7.50%, 07/01/2030 (a)

    350,000       357,875  

Modivcare Escrow Issuer, Inc., 5.00%, 10/01/2029 (a)

    175,000       129,063  

Modivcare, Inc., 5.88%, 11/15/2025 (a)

    135,000       131,815  

Option Care Health, Inc., 4.38%, 10/31/2029 (a)

    215,000       196,338  

Owens & Minor, Inc., 6.63%, 04/01/2030 (a)

    410,000       396,176  

Pediatrix Medical Group, Inc., 5.38%, 02/15/2030 (a)

    380,000       341,535  

Star Parent, Inc., 9.00%, 10/01/2030 (a)

    255,000       269,119  

Tenet Healthcare Corp.

               

6.13%, 10/01/2028

    95,000       93,931  

4.38%, 01/15/2030

    125,000       114,487  

6.13%, 06/15/2030

    45,000       44,566  
              3,457,912  

Home & Office Products Manufacturing — 1.0%

Tempur Sealy International, Inc., 4.00%, 04/15/2029 (a)

    375,000       336,129  
                 

Homebuilders — 0.8%

Ashton Woods USA LLC

               

4.63%, 08/01/2029 (a)

    115,000       104,419  

4.63%, 04/01/2030 (a)

    175,000       157,319  
              261,738  

Industrial Other — 1.8%

H&E Equipment Services, Inc., 3.88%, 12/15/2028 (a)

    315,000       284,237  

Pike Corp.

               

5.50%, 09/01/2028 (a)

    195,000       184,970  

8.63%, 01/31/2031 (a)

    130,000       137,287  
              606,494  

Internet Media — 1.4%

Go Daddy Operating Co. LLC / GD Finance Co., Inc., 3.50%, 03/01/2029 (a)

    190,000       169,171  

Match Group Holdings II LLC, 5.63%, 02/15/2029 (a)

    145,000       139,200  

Ziff Davis, Inc., 4.63%, 10/15/2030 (a)

    185,000       165,908  
              474,279  

Machinery Manufacturing — 1.1%

Titan International, Inc., 7.00%, 04/30/2028

    365,000       362,422  
                 

 

   

Par

   

Value

 

Medical Equipment & Devices Manufacturing — 0.9%

Medline Borrower LP, 3.88%, 04/01/2029 (a)

    325,000     $ 291,406  
                 

Metals & Mining — 1.8%

Carpenter Technology Corp., 7.63%, 03/15/2030

    290,000       299,509  

Commercial Metals Co., 4.13%, 01/15/2030

    240,000       219,548  

Kaiser Aluminum Corp., 4.63%, 03/01/2028 (a)

    85,000       78,373  
              597,430  

Oil & Gas Services & Equipment — 4.7%

Diamond Foreign Asset Co. / Diamond Finance LLC, 8.50%, 10/01/2030 (a)

    310,000       317,446  

Helix Energy Solutions Group, Inc., 9.75%, 03/01/2029 (a)

    210,000       221,926  

Solaris Midstream Holdings LLC, 7.63%, 04/01/2026 (a)

    242,000       241,816  

Transocean, Inc.

               

11.50%, 01/30/2027 (a)

    135,000       140,400  

8.75%, 02/15/2030 (a)

    81,000       83,173  

7.50%, 04/15/2031

    105,000       89,602  

USA Compression Partners LP / USA Compression Finance Corp., 6.88%, 09/01/2027

    245,000       243,741  

Weatherford International Ltd., 8.63%, 04/30/2030 (a)

    215,000       222,901  
              1,561,005  

Pipeline — 5.4%

DT Midstream, Inc., 4.38%, 06/15/2031 (a)

    190,000       171,054  

EnLink Midstream LLC, 6.50%, 09/01/2030 (a)

    190,000       194,763  

EnLink Midstream Partners LP, 5.05%, 04/01/2045

    425,000       361,475  

EQM Midstream Partners LP

               

7.50%, 06/01/2027 (a)

    145,000       148,350  

6.50%, 07/15/2048

    90,000       91,353  

Harvest Midstream I LP, 7.50%, 09/01/2028 (a)

    265,000       267,141  

New Fortress Energy, Inc.

               

6.75%, 09/15/2025 (a)

    210,000       208,916  

6.50%, 09/30/2026 (a)

    70,000       67,588  

Venture Global LNG, Inc., 8.38%, 06/01/2031 (a)

    300,000       303,438  
              1,814,078  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

12

 

 

THE RBB FUND TRUST

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Power Generation — 1.8%

Calpine Corp., 5.00%, 02/01/2031 (a)

    290,000     $ 259,185  

Vistra Corp., 8.00% to 10/15/2026 then 5 yr. CMT Rate + 6.93%, Perpetual (a)

    200,000       200,000  

Vistra Operations Co. LLC, 5.63%, 02/15/2027 (a)

    160,000       155,912  
              615,097  

Publishing & Broadcasting — 4.9%

Clear Channel Outdoor Holdings, Inc.

               

9.00%, 09/15/2028 (a)

    165,000       172,095  

7.50%, 06/01/2029 (a)

    110,000       91,025  

Cumulus Media New Holdings, Inc., 6.75%, 07/01/2026 (a)

    151,000       93,455  

Gray Television, Inc.

               

7.00%, 05/15/2027 (a)

    290,000       262,073  

4.75%, 10/15/2030 (a)

    175,000       112,760  

Nexstar Media, Inc., 5.63%, 07/15/2027 (a)

    265,000       251,135  

Scripps Escrow II, Inc., 5.38%, 01/15/2031 (a)

    155,000       88,394  

Scripps Escrow, Inc., 5.88%, 07/15/2027 (a)

    270,000       219,167  

Sinclair Television Group, Inc., 4.13%, 12/01/2030 (a)

    495,000       361,722  
              1,651,826  

Real Estate — 1.8%

Newmark Group, Inc., 7.50%, 01/12/2029 (a)

    305,000       310,130  

RHP Hotel Properties LP / RHP Finance Corp., 7.25%, 07/15/2028 (a)

    215,000       220,198  

Service Properties Trust, 7.50%, 09/15/2025

    60,000       60,787  
              591,115  

Restaurants — 1.8%

Papa John’s International, Inc., 3.88%, 09/15/2029 (a)

    415,000       367,793  

Raising Cane’s Restaurants LLC, 9.38%, 05/01/2029 (a)

    210,000       223,695  
              591,488  

Retail - Consumer Discretionary — 3.7%

Bath & Body Works, Inc.

               

9.38%, 07/01/2025 (a)

    18,000       18,759  

5.25%, 02/01/2028

    65,000       63,109  

6.63%, 10/01/2030 (a)

    160,000       160,879  

Builders FirstSource, Inc., 6.38%, 06/15/2032 (a)

    145,000       144,977  

 

   

Par

   

Value

 

Foot Locker, Inc., 4.00%, 10/01/2029 (a)

    320,000     $ 270,796  

SRS Distribution, Inc.

               

4.63%, 07/01/2028 (a)

    175,000       163,219  

6.00%, 12/01/2029 (a)

    185,000       172,236  

White Cap Buyer LLC, 6.88%, 10/15/2028 (a)

    100,000       97,505  

White Cap Parent LLC, 8.25% (9.00% PIK), 03/15/2026 (a)

    150,000       148,570  
              1,240,050  

Retail - Consumer Staples — 0.5%

KeHE Distributors LLC / KeHE Finance Corp. / NextWave Distribution, Inc., 9.00%, 02/15/2029 (a)

    160,000       160,470  
                 

Software & Services — 1.5%

Gen Digital, Inc., 6.75%, 09/30/2027 (a)

    185,000       185,951  

RingCentral, Inc., 8.50%, 08/15/2030 (a)

    320,000       330,844  
              516,795  

Supermarkets & Pharmacies — 0.4%

SEG Holding LLC, 5.63%, 10/15/2028 (a)

    145,000       148,448  
                 

Tobacco — 0.6%

Turning Point Brands, Inc., 5.63%, 02/15/2026 (a)

    215,000       210,734  
                 

Transportation & Logistics — 1.6%

GN Bondco LLC, 9.50%, 10/15/2031 (a)

    220,000       217,800  

RXO, Inc., 7.50%, 11/15/2027 (a)

    95,000       98,087  

XPO CNW, Inc., 6.70%, 05/01/2034

    200,000       206,935  
              522,822  

Travel & Lodging — 3.8%

Hilton Grand Vacations LLC

               

5.00%, 06/01/2029 (a)

    195,000       180,666  

4.88%, 07/01/2031 (a)

    110,000       97,033  

Lindblad Expeditions Holdings, Inc., 9.00%, 05/15/2028 (a)

    210,000       221,550  

NCL Corp. Ltd.

               

5.88%, 03/15/2026 (a)

    260,000       253,955  

8.38%, 02/01/2028 (a)

    140,000       146,967  

Royal Caribbean Cruises Ltd.

               

5.38%, 07/15/2027 (a)

    195,000       191,255  

7.25%, 01/15/2030 (a)

    160,000       166,348  
              1,257,774  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

13

 

 

THE RBB FUND TRUST

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Utilities — 1.0%

Talen Energy Supply LLC, 8.63%, 06/01/2030 (a)

    315,000     $ 332,338  
                 

Wireline Telecommunications Services — 2.2%

Cogent Communications Group, Inc., 7.00%, 06/15/2027 (a)

    133,000       132,816  

Frontier Communications Holdings LLC

               

5.00%, 05/01/2028 (a)

    290,000       268,381  

6.00%, 01/15/2030 (a)

    240,000       205,199  

Qwest Corp., 7.25%, 09/15/2025

    145,000       140,283  
              746,679  

TOTAL CORPORATE BONDS (Cost $32,621,654)

            32,629,931  
                 

TOTAL INVESTMENTS — 97.7% (Cost $32,621,654)

            32,629,931  

Money Market Deposit Account — 1.3%(b)

            420,065  

Other Assets in Excess of Liabilities — 1.0%

            345,913  

TOTAL NET ASSETS — 100.0%

          $ 33,395,909  

 

 

Percentages are stated as a percent of net assets.

 

PIK – Payment In Kind

 

PLC – Public Limited Company

 

SOFR – Secured Overnight Financing Rate

 

(a)

Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to “qualified institutional buyers.” As of February 29, 2024, the value of these securities total $27,208,777 or 81.5% of the Fund’s net assets.

 

(b)

The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The MMDA interest rate as of February 29, 2024 was 3.27%.

 

Allocation of Portfolio Holdings by Country as of February 29, 2024

           

(% of Net
Assets)

 

United States

  $ 29,979,174       89.8 %

Cayman Islands

    1,197,609       3.5  

Bermuda

    623,823       1.9  

Liberia

    357,603       1.1  

Canada

    331,439       1.0  

Germany

    140,283       0.4  

Other Assets in Excess of Liabilities

    765,978       2.3  
    $ 33,395,909       100.0 %

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

14

 

 

THE RBB FUND TRUST

Penn Capital Short Duration High Income Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

CORPORATE BONDS — 97.1%

Aerospace & Defense — 4.0%

Bombardier, Inc., 7.13%, 06/15/2026 (a)

    235,000     $ 236,968  

Moog, Inc., 4.25%, 12/15/2027 (a)

    310,000       290,114  

TransDigm, Inc., 6.38%, 03/01/2029 (a)

    100,000       100,452  

Triumph Group, Inc., 9.00%, 03/15/2028 (a)

    125,000       130,667  
              758,201  

Airlines — 3.1%

American Airlines, Inc., 7.25%, 02/15/2028 (a)

    405,000       408,371  

VistaJet Malta Finance PLC, 7.88%, 05/01/2027 (a)

    210,000       177,774  
              586,145  

Apparel & Textile Products — 0.6%

Michael Kors USA, Inc., 4.25%, 11/01/2024 (a)

    110,000       107,938  
                 

Auto Parts Manufacturing — 1.1%

Goodyear Tire & Rubber Co., 9.50%, 05/31/2025

    205,000       207,050  
                 

Banks — 1.9%

Huntington Bancshares, Inc./OH, 2.63%, 08/06/2024

    175,000       172,779  

Popular, Inc., 7.25%, 03/13/2028

    185,000       187,577  
              360,356  

Cable & Satellite — 3.2%

CCO Holdings LLC, 5.13%, 05/01/2027 (a)

    477,000       450,843  

Directv Financing LLC / Directv Financing Co-Obligor, Inc., 5.88%, 08/15/2027 (a)

    165,000       155,739  
              606,582  

Casinos & Gaming — 1.5%

Las Vegas Sands Corp., 3.20%, 08/08/2024

    280,000       276,518  
                 

Chemicals — 3.3%

Avient Corp., 5.75%, 05/15/2025 (a)

    195,000       193,860  

Methanex Corp., 4.25%, 12/01/2024

    205,000       202,158  

NOVA Chemicals Corp., 5.00%, 05/01/2025 (a)

    35,000       34,180  

Olin Corp., 5.13%, 09/15/2027

    205,000       198,809  
              629,007  

Commercial Finance — 1.3%

Fortress Transportation and Infrastructure Investors LLC

               

6.50%, 10/01/2025 (a)

    92,000       92,045  

9.75%, 08/01/2027 (a)

    140,000       145,117  
              237,162  

Consumer Finance — 6.0%

Enact Holdings, Inc., 6.50%, 08/15/2025 (a)

    100,000       100,004  

Navient Corp., 6.75%, 06/25/2025

    280,000       281,664  

OneMain Finance Corp.

               

7.13%, 03/15/2026

    365,000       370,928  

6.63%, 01/15/2028

    235,000       233,666  

Starwood Property Trust, Inc., 3.75%, 12/31/2024 (a)

    155,000       151,898  
              1,138,160  

Consumer Services — 1.3%

Arrow Bidco LLC, 10.75%, 06/15/2025 (a)

    155,000       159,650  

Prime Security Services Borrower LLC, 5.25%, 04/15/2024 (a)

    92,000       91,801  
              251,451  

Containers & Packaging — 2.5%

Crown Cork & Seal Co., Inc., 7.38%, 12/15/2026

    378,000       397,966  

Owens-Brockway Glass Container, Inc., 6.63%, 05/13/2027 (a)

    75,000       74,834  
              472,800  

Department Stores — 0.4%

NMG Holding Co., Inc. / Neiman Marcus Group LLC, 7.13%, 04/01/2026 (a)

    70,000       68,659  
                 

Electrical Equipment Manufacturing — 1.1%

WESCO Distribution, Inc., 7.13%, 06/15/2025 (a)

    198,000       199,183  
                 

Entertainment Content — 1.0%

AMC Networks, Inc., 4.75%, 08/01/2025

    70,000       66,758  

TEGNA, Inc., 4.63%, 03/15/2028

    135,000       121,203  
              187,961  

Entertainment Resources — 2.9%

Live Nation Entertainment, Inc., 4.88%, 11/01/2024 (a)

    110,000       109,087  

SeaWorld Parks & Entertainment, Inc., 8.75%, 05/01/2025 (a)

    270,000       270,666  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

15

 

 

THE RBB FUND TRUST

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Vail Resorts, Inc., 6.25%, 05/15/2025 (a)

    175,000     $ 175,632  
              555,385  

Exploration & Production — 8.3%

Chesapeake Energy Corp., 5.50%, 02/01/2026 (a)

    140,000       138,775  

Civitas Resources, Inc.

               

5.00%, 10/15/2026 (a)

    130,000       125,963  

8.38%, 07/01/2028 (a)

    120,000       125,571  

Gulfport Energy Corp., 8.00%, 05/17/2026 (a)

    130,000       132,296  

Hilcorp Energy I LP, 6.25%, 11/01/2028 (a)

    130,000       129,048  

Northern Oil & Gas, Inc., 8.13%, 03/01/2028 (a)

    325,000       329,105  

Permian Resources Operating LLC

               

7.75%, 02/15/2026 (a)

    120,000       121,434  

8.00%, 04/15/2027 (a)

    225,000       232,034  

SM Energy Co., 6.75%, 09/15/2026

    150,000       149,162  

Talos Energy Ventures GOM LLC / Talos Finance Corp., 11.75%, 04/15/2026 (a)

    76,000       78,698  
              1,562,086  

Financial Services — 1.4%

Oppenheimer Holdings, Inc., 5.50%, 10/01/2025

    180,000       177,795  

PRA Group, Inc., 8.38%, 02/01/2028 (a)

    85,000       83,088  
              260,883  

Food & Beverage — 1.1%

Herbalife Nutrition Ltd. / HLF Financing, Inc., 7.88%, 09/01/2025 (a)

    216,000       209,520  
                 

Forest & Paper Products Manufacturing — 1.5%

Mercer International, Inc.

               

5.50%, 01/15/2026

    235,000       226,780  

5.13%, 02/01/2029

    60,000       51,691  
              278,471  

Hardware — 0.3%

Xerox Corp., 3.80%, 05/15/2024

    50,000       49,375  
                 

Health Care Facilities & Services — 5.1%

Acadia Healthcare Co., Inc., 5.50%, 07/01/2028 (a)

    265,000       256,173  

AdaptHealth LLC, 6.13%, 08/01/2028 (a)

    145,000       132,582  

Modivcare, Inc., 5.88%, 11/15/2025 (a)

    85,000       82,994  

 

   

Par

   

Value

 

Owens & Minor, Inc., 4.38%, 12/15/2024

    505,000     $ 495,473  
              967,222  

Homebuilders — 1.2%

Meritage Homes Corp., 6.00%, 06/01/2025

    117,000       116,798  

TRI Pointe Group, Inc. / TRI Pointe Homes, Inc., 5.88%, 06/15/2024

    100,000       99,939  
              216,737  

Industrial Other — 0.7%

Pike Corp., 5.50%, 09/01/2028 (a)

    140,000       132,799  
                 

Internet Media — 2.0%

Match Group Holdings II LLC, 5.00%, 12/15/2027 (a)

    295,000       281,377  

TripAdvisor, Inc., 7.00%, 07/15/2025 (a)

    100,000       100,119  
              381,496  

Machinery Manufacturing — 1.9%

Hillenbrand, Inc., 5.75%, 06/15/2025

    100,000       99,256  

Titan International, Inc., 7.00%, 04/30/2028

    260,000       258,163  
              357,419  

Metals & Mining — 0.8%

Carpenter Technology Corp., 6.38%, 07/15/2028

    110,000       109,521  

Kaiser Aluminum Corp., 4.63%, 03/01/2028 (a)

    51,000       47,024  
              156,545  

Oil & Gas Services & Equipment — 3.9%

Solaris Midstream Holdings LLC, 7.63%, 04/01/2026 (a)

    135,000       134,897  

TechnipFMC PLC, 6.50%, 02/01/2026 (a)

    147,000       146,230  

Transocean Aquila Ltd., 8.00%, 09/30/2028 (a)

    130,000       132,438  

Transocean, Inc., 11.50%, 01/30/2027 (a)

    120,000       124,800  

USA Compression Partners LP / USA Compression Finance Corp., 6.88%, 09/01/2027

    190,000       189,024  
              727,389  

Pipeline — 6.4%

Blue Racer Midstream LLC, 7.63%, 12/15/2025 (a)

    100,000       100,877  

EQM Midstream Partners LP

               

4.00%, 08/01/2024

    281,000       278,922  

6.38%, 04/01/2029 (a)

    110,000       110,316  

Harvest Midstream I LP, 7.50%, 09/01/2028 (a)

    335,000       337,706  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

16

 

 

THE RBB FUND TRUST

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

New Fortress Energy, Inc., 6.50%, 09/30/2026 (a)

    190,000     $ 183,452  

Venture Global LNG, Inc., 8.13%, 06/01/2028 (a)

    200,000       203,181  
              1,214,454  

Power Generation — 3.6%

Calpine Corp.

               

5.25%, 06/01/2026 (a)

    125,000       123,149  

5.13%, 03/15/2028 (a)

    265,000       251,920  

Vistra Operations Co. LLC, 5.50%, 09/01/2026 (a)

    309,000       304,265  
              679,334  

Property & Casualty Insurance — 0.8%

NMI Holdings, Inc., 7.38%, 06/01/2025 (a)

    145,000       146,175  
                 

Publishing & Broadcasting — 2.6%

Gray Television, Inc., 7.00%, 05/15/2027 (a)

    265,000       239,481  

Nexstar Media, Inc., 5.63%, 07/15/2027 (a)

    265,000       251,135  
              490,616  

Real Estate — 4.6%

Newmark Group, Inc., 7.50%, 01/12/2029 (a)

    175,000       177,943  

Park Intermediate Holdings LLC / PK Domestic Property LLC / PK Finance Co-Issuer, 7.50%, 06/01/2025 (a)

    102,000       102,327  

RHP Hotel Properties LP / RHP Finance Corp., 7.25%, 07/15/2028 (a)

    180,000       184,352  

Service Properties Trust, 7.50%, 09/15/2025

    100,000       101,312  

VICI Properties LP / VICI Note Co., Inc., 5.63%, 05/01/2024 (a)

    295,000       294,671  
              860,605  

Restaurants — 0.9%

Dave & Buster’s, Inc., 7.63%, 11/01/2025 (a)

    165,000       165,431  
                 

Retail - Consumer Discretionary — 2.2%

Abercrombie & Fitch Management Co., 8.75%, 07/15/2025 (a)

    185,000       186,532  

Bath & Body Works, Inc., 9.38%, 07/01/2025 (a)

    218,000       227,186  
              413,718  
                 

 

   

Par

   

Value

 

Retail - Consumer Staples — 0.5%

KeHE Distributors LLC / KeHE Finance Corp. / NextWave Distribution, Inc., 9.00%, 02/15/2029 (a)

    95,000     $ 95,279  
                 

Software & Services — 1.0%

Gen Digital, Inc., 6.75%, 09/30/2027 (a)

    190,000       190,976  
                 

Tobacco — 0.7%

Turning Point Brands, Inc., 5.63%, 02/15/2026 (a)

    135,000       132,322  
                 

Travel & Lodging — 5.9%

Lindblad Expeditions Holdings, Inc., 9.00%, 05/15/2028 (a)

    120,000       126,600  

NCL Corp. Ltd., 8.38%, 02/01/2028 (a)

    215,000       225,699  

Royal Caribbean Cruises Ltd., 5.38%, 07/15/2027 (a)

    290,000       284,430  

Travel + Leisure Co.

               

6.60%, 10/01/2025

    325,000       328,651  

6.63%, 07/31/2026 (a)

    145,000       146,537  
              1,111,917  

Utilities — 1.1%

NextEra Energy Operating Partners LP, 4.25%, 07/15/2024 (a)

    210,000       207,260  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

17

 

 

THE RBB FUND TRUST

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Par

   

Value

 

Wireline Telecommunications Services — 3.4%

Cogent Communications Group, Inc., 7.00%, 06/15/2027 (a)

    180,000     $ 179,752  

Frontier Communications Holdings LLC, 5.88%, 10/15/2027 (a)

    480,000       463,920  
              643,672  

TOTAL CORPORATE BONDS (Cost $18,170,309)

            18,294,259  
                 

TOTAL INVESTMENTS — 97.1% (Cost $18,170,309)

            18,294,259  

Money Market Deposit Account — 1.9%(b)

            353,736  

Other Assets in Excess of Liabilities — 1.0%

            193,985  

TOTAL NET ASSETS — 100.0%

          $ 18,841,980  

 

 

Percentages are stated as a percent of net assets.

 

PLC – Public Limited Company

 

(a)

Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to “qualified institutional buyers.” As of February 29, 2024, the value of these securities total $12,845,321 or 68.2% of the Fund’s net assets.

 

(b)

The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The MMDA interest rate as of February 29, 2024 was 3.27%.

 

Allocation of Portfolio Holdings by Country as of February 29, 2024

           

(% of Net
Assets)

 

United States

  $ 16,921,937       89.8 %

Liberia

    284,430       1.5  

Canada

    271,148       1.5  

Cayman Islands

    257,238       1.4  

Bermuda

    225,699       1.2  

Puerto Rico

    187,577       1.0  

United Kingdom

    146,230       0.7  

Other Assets in Excess of Liabilities

    547,721       2.9  
    $ 18,841,980       100.0 %

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

18

 

 

THE RBB FUND TRUST

Penn Capital Special Situations Small Cap Equity Fund

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Shares

   

Value

 

COMMON STOCKS — 97.8%

Aerospace & Defense — 1.6%

Triumph Group, Inc.(a)

    51,420     $ 714,738  
                 

Air Freight & Logistics — 1.4%

GXO Logistics, Inc.(a)

    12,620       653,211  
                 

Banks — 9.1%

Ameris Bancorp

    16,271       753,835  

FB Financial Corp.

    16,255       579,328  

Pinnacle Financial Partners, Inc.

    9,510       786,668  

Popular, Inc.

    9,666       808,851  

South State Corp.

    7,363       618,787  

Texas Capital Bancshares, Inc.(a)

    11,136       653,126  
              4,200,595  

Biotechnology — 2.5%

ACADIA Pharmaceuticals, Inc.(a)

    12,128       281,855  

Halozyme Therapeutics, Inc.(a)

    12,084       481,064  

Mirum Pharmaceuticals, Inc.(a)

    12,892       370,129  
              1,133,048  

Capital Markets — 3.3%

Affiliated Managers Group, Inc.

    3,951       617,581  

BGC Group, Inc. - Class A

    83,558       580,728  

Lazard, Inc.

    8,291       319,535  
              1,517,844  

Chemicals — 1.1%

Aspen Aerogels, Inc.(a)

    29,264       502,756  
                 

Commercial Services & Supplies — 1.5%

Viad Corp.(a)

    18,201       677,623  
                 

Communications Equipment — 0.6%

Calix, Inc.(a)

    8,301       289,456  
                 

Construction & Engineering — 2.3%

Construction Partners, Inc. - Class A(a)

    10,956       526,764  

MasTec, Inc.(a)

    6,876       518,863  
              1,045,627  

Construction Materials — 1.7%

Knife River Corp.(a)

    10,346       766,535  
                 

Consumer Finance — 0.9%

OneMain Holdings, Inc.

    9,185       433,808  
                 

 

   

Shares

   

Value

 

Consumer Staples Distribution & Retail — 1.5%

Chefs’ Warehouse, Inc.(a)

    17,863     $ 678,973  
                 

Containers & Packaging — 1.2%

O-I Glass, Inc.(a)

    33,701       570,221  
                 

Electronic Equipment, Instruments & Components — 0.6%

Ouster, Inc.(a)

    47,034       255,395  
                 

Energy Equipment & Services — 6.0%

ChampionX Corp.

    16,098       500,003  

Patterson-UTI Energy, Inc.

    35,929       415,699  

Transocean Ltd.(a)

    111,161       521,345  

Weatherford International PLC(a)

    13,102       1,344,396  
              2,781,443  

Financial Services — 1.4%

Shift4 Payments, Inc. - Class A(a)

    7,852       645,591  
                 

Ground Transportation — 3.0%

ArcBest Corp.

    5,028       718,300  

RXO, Inc.(a)

    30,987       666,840  
              1,385,140  

Health Care Equipment & Supplies — 1.9%

Alphatec Holdings, Inc.(a)

    63,479       852,523  
                 

Health Care Providers & Services — 5.0%

Progyny, Inc.(a)

    15,615       570,260  

RadNet, Inc.(a)

    18,875       714,607  

Surgery Partners, Inc.(a)

    15,070       467,622  

Tenet Healthcare Corp.(a)

    5,725       532,425  
              2,284,914  

Hotel & Resort REITs — 1.5%

Ryman Hospitality Properties, Inc.

    5,650       669,412  
                 

Hotels, Restaurants & Leisure — 11.3%

Bloomin’ Brands, Inc.

    23,506       638,893  

Boyd Gaming Corp.

    7,571       500,670  

Golden Entertainment, Inc.

    26,146       968,972  

Norwegian Cruise Line Holdings Ltd.(a)

    42,579       825,607  

Penn Entertainment, Inc.(a)

    23,462       429,355  

Planet Fitness, Inc. - Class A(a)

    7,966       494,290  

PlayAGS, Inc.(a)

    53,751       498,809  

United Parks & Resorts, Inc.(a)

    17,258       886,198  
              5,242,794  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

19

 

 

THE RBB FUND TRUST

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

   

Shares

   

Value

 

Household Durables — 1.2%

Taylor Morrison Home Corp.(a)

    9,868     $ 558,627  
                 

Insurance — 0.6%

Hamilton Insurance Group Ltd. - Class B(a)

    21,521       290,749  
                 

Life Sciences Tools & Services — 1.3%

Fortrea Holdings, Inc.(a)

    15,545       583,559  
                 

Machinery — 3.0%

Chart Industries, Inc.(a)

    4,341       620,155  

Hillman Solutions Corp.(a)

    76,713       747,185  
              1,367,340  

Media — 6.5%

Clear Channel Outdoor Holdings, Inc.(a)

    222,240       382,253  

EW Scripps Co. - Class A(a)

    75,482       304,192  

Gray Television, Inc.

    86,660       506,094  

Magnite, Inc.(a)

    52,818       634,872  

Nexstar Media Group, Inc. - Class A

    4,088       679,304  

Stagwell, Inc.(a)

    90,018       480,696  
              2,987,411  

Metals & Mining — 1.6%

Carpenter Technology Corp.

    11,352       733,907  
                 

Oil, Gas & Consumable Fuels — 3.7%

California Resources Corp.

    10,401       542,620  

Northern Oil & Gas, Inc.

    21,157       755,940  

Scorpio Tankers, Inc.

    5,902       396,201  
              1,694,761  

Pharmaceuticals — 1.8%

Avadel Pharmaceuticals PLC - ADR(a)

    28,888       369,189  

Collegium Pharmaceutical, Inc.(a)

    13,070       479,800  
              848,989  

Real Estate Management & Development — 1.6%

Newmark Group, Inc. - Class A

    69,715       752,225  
                 

Retail REITs — 0.4%

Agree Realty Corp.

    3,639       199,963  
                 

Semiconductors & Semiconductor Equipment — 6.5%

Allegro MicroSystems, Inc.(a)

    22,791       717,689  

Kulicke & Soffa Industries, Inc.

    14,349       683,299  

Navitas Semiconductor Corp.(a)

    71,448       438,691  

Rambus, Inc.(a)

    11,831       700,868  

Semtech Corp.(a)

    24,235       513,782  
              3,054,329  

Software — 3.8%

Five9, Inc.(a)

    8,418       513,498  

RingCentral, Inc. - Class A(a)

    20,525       685,945  

Zuora, Inc. - Class A(a)

    67,295       543,744  
              1,743,187  

Specialty Retail — 0.5%

Academy Sports & Outdoors, Inc.

    3,089       230,810  
                 

Textiles, Apparel & Luxury Goods — 1.3%

Crocs, Inc.(a)

    4,999       611,128  
                 

Trading Companies & Distributors — 4.6%

DNOW, Inc.(a)

    52,871       748,125  

FTAI Aviation Ltd.

    9,667       544,155  

H&E Equipment Services, Inc.

    14,181       801,084  
              2,093,364  

TOTAL COMMON STOCKS (Cost $41,515,403)

            45,051,996  
                 

TOTAL INVESTMENTS — 97.8% (Cost $41,515,403)

            45,051,996  

Money Market Deposit Account — 1.4%(b)

            630,328  

Other Assets in Excess of Liabilities — 0.8%

            356,077  

TOTAL NET ASSETS — 100.0%

          $ 46,038,401  

 

 

Percentages are stated as a percent of net assets.

 

ADR – American Depositary Receipt

 

PLC – Public Limited Company

 

REIT – Real Estate Investment Trust

 

(a)

Non-income producing security.

 

(b)

The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The MMDA interest rate as of February 29, 2024 was 3.27%.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

20

 

 

THE RBB FUND TRUST

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS

February 29, 2024 (Unaudited)

 

Allocation of Portfolio Holdings by Country as of February 29, 2024

           

(% of Net
Assets)

 

United States

  $ 41,159,311       89.4 %

Ireland

    1,713,585       3.7  

Puerto Rico

    808,851       1.8  

Singapore

    683,299       1.5  

Monaco

    396,201       0.9  

Bermuda

    290,749       0.6  

Other Assets in Excess of Liabilities

    986,405       2.1  
    $ 46,038,401       100.0 %

 

Sector Classification February 29, 2024

           

(% of Net
Assets)

 

Industrials

  $ 7,937,043       17.2 %

Financials

    7,088,587       15.4  

Consumer Discretionary

    6,643,359       14.4  

Health Care

    5,703,033       12.4  

Information Technology

    5,342,367       11.6  

Energy

    4,476,204       9.7  

Communication Services

    2,987,411       6.5  

Materials

    2,573,419       5.6  

Real Estate

    1,621,600       3.5  

Consumer Staples

    678,973       1.5  

Other Assets in Excess of Liabilities

    986,405       2.2  
    $ 46,038,401       100.0 %

 

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The industry classifications presented in this report, present the Global Industry Classification Standard (GICS®). GICS® was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

21

 

 

THE RBB FUND TRUST

Statements of Assets and Liabilities

February 29, 2024 (Unaudited)

 

Assets

 

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Short Duration
High Income
Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

 

Investments, at fair value (1)

                               

Unaffiliated issuers

  $ 7,642,912     $ 32,629,931     $ 18,294,259     $ 45,051,996  

Cash equivalents

    127,601       420,065       353,736       630,328  

Receivables:

                               

Advisor reimbursement due

    784             10,747        

Dividends and interest

    2,422       609,908       321,845       12,272  

Investments sold

    77,245                   761,803  

Capital shares sold

          11,651             336,725  

Other assets

    17,312       21,121       3,715       44,461  

Total assets

    7,868,276       33,692,676       18,984,302       46,837,585  
                                 

Liabilities

                               

Payables:

                               

Investments purchased

    92,675       118,474             706,372  

Fund shares redeemed

          144,632       113,706       66,371  

Dividends

                446        

Investment advisory fees

          3,146             13,065  

Accrued expenses:

                       

Professional fees

    11,265       7,521       6,519       8,567  

Administration fees

    6,936       12,919       13,791       3,944  

Other accrued expenses

    6,482       10,075       7,860       865  

Total liabilities

    117,358       296,767       142,322       799,184  

Net assets

  $ 7,750,918     $ 33,395,909     $ 18,841,980     $ 46,038,401  
                                 

Composition of Net Assets

                               

Paid-in capital

  $ 6,228,699     $ 35,818,782     $ 21,489,638     $ 44,146,792  

Total distributable earnings/accumulated loss

    1,522,219       (2,422,873 )     (2,647,658 )     1,891,609  

Net assets

  $ 7,750,918     $ 33,395,909     $ 18,841,980     $ 46,038,401  
                                 

Institutional Class

                               

Net assets applicable to outstanding shares

  $ 7,750,918     $ 33,395,909     $ 18,841,980     $ 46,038,401  

Shares of beneficial interest outstanding, no par value, unlimited authorization

    694,922       3,847,410       1,995,089       3,215,589  

Net asset value per share outstanding

  $ 11.15     $ 8.68     $ 9.44     $ 14.32  

 

 

(1)

Investment in securities at cost

Unaffiliated issuers

  $ 6,739,924     $ 33,041,720     $ 18,524,046     $ 42,145,730  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

22

 

 

THE RBB FUND TRUST

Statements of Operations

For the Six Months Ended February 29, 2024 (Unaudited)

 

Investment Income (Loss)

 

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Short Duration
High Income
Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

 

Income

                               

Dividends (net of foreign withholding taxes)

  $ 50,640     $     $     $ 190,454  

Interest and fees

    2,533       1,064,022       872,733       11,618  

Total income

    53,173       1,064,022       872,733       202,072  
                                 

Expenses

                               

Advisory fees

    46,682       95,902       62,861       199,548  

Professional expense

    15,997       21,360       16,040       28,987  

Administration and accounting fees

    15,368       39,515       35,755       26,214  

Registration and filing fees

    8,783       8,848       9,726       8,783  

Service fees

    5,983       13,170       9,958       19,982  

Transfer agent fees

    3,023       7,927       8,266       7,899  

Director fees

    1,823       3,883       4,651       1,405  

Officer fees

    1,347       3,618       3,779       2,997  

Printing and shareholder reporting fees

    1,523       6,144       6,943       3,808  

Custodian fees

    1,258       2,583       1,170       6,266  

Interest expenses

                1,590       283  

Other expenses

    1,236       1,653       2,601       574  

Total expenses before waivers and reimbursements

    103,023       204,603       163,340       306,746  

Less: waivers and reimbursement

    (48,042 )     (104,533 )     (86,318 )     (77,439 )

Expense waiver and reimbursement from Advisor

                               

Net expenses

    54,981       100,070       77,022       229,307  

Net investment income (loss)

    (1,808 )     963,952       795,711       (27,235 )
                                 

Realized and Unrealized Gain (Loss) on Investments

                               

Net realized gain (loss) on investments

                               

Unaffiliated issuers

    842,120       (219,268 )     (168,605 )     (1,342,855 )

Net change in unrealized appreciation (depreciation)

                               

Unaffiliated issuers

    (930,541 )     809,632       601,037       2,766,651  

Net realized and unrealized gain (loss) on investments

    (88,421 )     590,364       432,432       1,423,796  

Net increase (decrease) in net assets resulting from operations

  $ (90,229 )   $ 1,554,316     $ 1,228,143     $ 1,396,561  

Net of foreign taxes withheld

  $     $     $     $  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

23

 

 

THE RBB FUND TRUST

Statements of Changes in Net Assets

 

   

Penn Capital Mid
Cap Core Fund

   

Penn Capital Opportunistic
High Income Fund

 

Increase (Decrease) in Net Assets

 

Six Months
Ended
February 29,
2024
(Unaudited)

   

Fiscal Year
Ended
August 31,
2023

   

Six Months
Ended
February 29,
2024
(Unaudited)

   

Fiscal Year
Ended
August 31,
2023

 

Operations

                               

Net investment income (loss)

  $ (1,808 )   $ 1,487     $ 963,952     $ 1,433,528  

Net realized gain (loss) on investments:

                               

Unaffiliated issuers

    842,120       1,320,521       (219,268 )     (1,176,521 )

Net change in unrealized appreciation (depreciation)

    (930,541 )     (429,910 )     809,632       1,185,688  

Net increase (decrease) in net assets resulting from operations

    (90,229 )     892,098       1,554,316       1,442,695  
                                 

Dividends and distributions to shareholders

                               

Net dividends and distributions from net investment income and realized gain - Institutional Class

    (1,588,054 )     (63,731 )     (951,855 )     (1,429,097 )

Total dividends and distributions to shareholders

    (1,588,054 )     (63,731 )     (951,855 )     (1,429,097 )
                                 

Capital share transactions

                               

Net proceeds from sale of shares

    514,149       288,039       7,711,300       9,579,685  

Dividends and distributions reinvested

    1,588,054       49,196       908,250       1,162,266  

Cost of shares redeemed

    (5,904,388 )     (611,426 )     (1,564,097 )     (3,019,225 )

Net increase (decrease) in net assets resulting from capital share transactions

    (3,802,185 )     (274,191 )     7,055,453       7,722,726  
                                 

Net increase (decrease) in net assets

    (5,480,468 )     554,176       7,657,914       7,736,324  
                                 

Net Assets

                               

Beginning of period

    13,231,386       12,677,210       25,737,995       18,001,671  

End of period

  $ 7,750,918     $ 13,231,386     $ 33,395,909     $ 25,737,995  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

24

 

 

THE RBB FUND TRUST

Statements of Changes in Net Assets

 

Penn Capital Short Duration
High Income Fund

   

Penn Capital Special
Situations Small Cap
Equity Fund

   

Six Months
Ended
February 29,
2024
(Unaudited)

   

Fiscal Year
Ended
August 31,
2023

   

Six Months
Ended
February 29,
2024
(Unaudited)

   

Fiscal Year
Ended
August 31,
2023

   
                               
$ 795,711     $ 1,394,276     $ (27,235 )   $ 24,393    
                               
  (168,605 )     (671,684 )     (1,342,855 )     32,210    
  601,037       1,198,372       2,766,651       (769,382 )  
  1,228,143       1,920,964       1,396,561       (712,779 )  
                               
                               
  (785,940 )     (1,405,413 )     (216,977 )     (277,739 )  
  (785,940 )     (1,405,413 )     (216,977 )     (277,739 )  
                               
                               
  310,295       8,132,094       9,655,742       27,597,016    
  766,758       1,260,198       212,722       246,703    
  (14,066,314 )     (12,423,328 )     (6,267,352 )     (2,211,975 )  
  (12,989,261 )     (3,031,036 )     3,601,112       25,631,744    
                               
  (12,547,058 )     (2,515,485 )     4,780,696       24,641,226    
                               
                               
  31,389,038       33,904,523       41,257,705       16,616,479    
$ 18,841,980     $ 31,389,038     $ 46,038,401     $ 41,257,705    

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

25

 

 

THE RBB FUND TRUST

Financial Highlights

 

   

Per Common
Share Data
(a)

 
           

Income from
investment
operations

   

Distributions
to shareholders

 
   

Net asset
value,
beginning
of period

   

Net
investment
income
(loss)

   

Net
realized
and
unrealized
gains
(losses)

   

Total from
investment
operations

   

Dividends
from net
investment
income

   

Distributions
from capital
gains

   

Total
distributions

 

Penn Capital Mid Cap Core Fund

                                                       

Institutional Class

                                                       

9/1/23 to 2/29/24 (Unaudited)

  $ 13.24       (g)      0.21       0.21       (0.06 )     (2.24 )     (2.30 )

9/1/22 to 8/31/23

  $ 12.42       (g)      0.89       0.89       (0.02 )     (0.05 )     (0.07 )

9/1/21 to 8/31/22

  $ 16.79       0.02       (2.62 )     (2.60 )     (0.05 )     (1.72 )     (1.77 )

7/1/21 to 8/31/21(e)

  $ 16.76       (0.01 )     0.04       0.03                    

7/1/20 to 6/30/21

  $ 11.49       0.03       5.24       5.27       (g)            (g) 

7/1/19 to 6/30/20

  $ 12.68       (g)      (0.60 )     (0.60 )           (0.59 )     (0.59 )

7/1/18 to 6/30/19

  $ 13.55       (0.01 )     0.37       0.36 (f)            (1.23 )     (1.23 )

Penn Capital Opportunisitic High Income Fund

                                       

Institutional Class

                                                       

9/1/23 to 2/29/24 (Unaudited)

  $ 8.48       0.29       0.20       0.49       (0.29 )           (0.29 )

9/1/22 to 8/31/23

  $ 8.50       0.53       (0.03 )     0.50       (0.52 )           (0.52 )

9/1/21 to 8/31/22

  $ 9.96       0.46       (1.46 )     (1.00 )     (0.46 )           (0.46 )

7/1/21 to 8/31/21(e)

  $ 10.00       0.08       (0.04 )     0.04       (0.08 )           (0.08 )

7/1/20 to 6/30/21

  $ 8.88       0.54       1.12       1.66       (0.54 )           (0.54 )

7/1/19 to 6/30/20

  $ 9.99       0.53       (1.10 )     (0.57 )(f)     (0.54 )           (0.54 )

7/1/18 to 6/30/19

  $ 10.06       0.59       (0.02 )     0.57 (f)      (0.61 )     (0.03 )     (0.64 )

Penn Capital Short Duration High Income Fund

                                       

Institutional Class

                                                       

9/1/23 to 2/29/24 (Unaudited)

  $ 9.32       0.27       0.12       0.39       (0.27 )           (0.27 )

9/1/22 to 8/31/23

  $ 9.15       0.41       0.17       0.58       (0.41 )           (0.41 )

9/1/21 to 8/31/22

  $ 9.73       0.29       (0.58 )     (0.29 )     (0.29 )           (0.29 )

7/1/21 to 8/31/21(e)

  $ 9.74       0.05       (0.01 )     0.04       (0.05 )           (0.05 )

7/1/20 to 6/30/21

  $ 9.33       0.36       0.41       0.77       (0.36 )           (0.36 )

7/1/19 to 6/30/20

  $ 9.93       0.37       (0.59 )     (0.22 )     (0.38 )           (0.38 )

7/1/18 to 6/30/19

  $ 9.85       0.35       0.10       0.45 (f)      (0.37 )           (0.37 )

 

 

(a)

Information presented related to a share outstanding for the entire period.

(b)

Annualized for periods less than one full year.

(c)

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(d)

Not annualized.

(e)

The Funds changed their fiscal year end to August 31.

(f)

Total from investment operations per share includes redemption fees of less than $0.01 per share.

(g)

Amount is less than $0.005 per share.

Per share data calculated using average shares outstanding method.

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

26

 

 

THE RBB FUND TRUST

Financial Highlights

 

 

Per Common
Share Data
(a)

   

Supplemental
data and ratios

 
                                                               
 

Net asset
value, end
of period

   

Total
return
(d)

   

Net assets,
end of period
(in 000’s)

   

Ratio of
expenses to
average
net assets,
including
waivers and
reimbursement
(b)

   

Ratio of
expenses to
average
net assets,
excluding
waivers
and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, including
waivers and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, excluding
waivers and
reimbursement
(b)

   

Portfolio
turnover
rate
(c)(d)

 
                                                               
                                                               
  $ 11.15       1.84 %   $ 7,751       1.06 %     1.99 %     (0.03 )%     (0.96 )%     47 %
  $ 13.24       7.14 %   $ 13,231       1.06 %     1.79 %     0.01 %     (0.76 )%     94 %
  $ 12.42       (17.45 )%   $ 12,677       1.06 %     1.49 %     0.14 %     (0.29 )%     38 %
  $ 16.79       0.18 %   $ 18,860       1.06 %     1.70 %     (0.28 )%     (0.92 )%     3 %
  $ 16.76       45.88 %   $ 19,972       1.06 %     2.19 %     0.30 %     (0.83 )%     59 %
  $ 11.49       (5.23 )%   $ 15,966       1.06 %     2.14 %     (0.04 )%     (1.12 )%     57 %
  $ 12.68       3.64 %   $ 14,363       1.06 %     2.20 %     (0.11 )%     (1.25 )%     40 %
                                                               
                                                               
  $ 8.68       5.88 %   $ 33,396       0.72 %     1.47 %     6.94 %     6.18 %     22 %
  $ 8.48       6.14 %   $ 25,738       0.72 %     1.50 %     6.34 %     5.52 %     61 %
  $ 8.50       (10.31 )%   $ 18,002       0.72 %     1.42 %     4.94 %     4.24 %     71 %
  $ 9.96       0.43 %   $ 18,959       0.72 %     1.65 %     4.69 %     3.76 %     18 %
  $ 10.00       19.08 %   $ 20,099       0.72 %     2.08 %     5.27 %     4.21 %     156 %
  $ 8.88       (5.86 )%   $ 17,819       0.72 %     2.08 %     5.66 %     4.30 %     149 %
  $ 9.99       5.83 %   $ 15,236       0.72 %     2.26 %     5.90 %     4.36 %     85 %
                                                               
                                                               
  $ 9.44       4.30 %   $ 18,842       0.55 %     1.17 %     5.70 %     5.08 %     22 %
  $ 9.32       6.50 %   $ 31,389       0.54 %     1.22 %     4.44 %     3.72 %     67 %
  $ 9.15       (3.05 )%   $ 33,905       0.54 %     0.88 %     3.02 %     2.68 %     54 %
  $ 9.73       0.41 %   $ 43,871       0.54 %     0.99 %     2.97 %     2.52 %     11 %
  $ 9.74       11.96 %   $ 40,180       0.54 %     1.16 %     3.77 %     3.15 %     104 %
  $ 9.33       (2.33 )%   $ 44,462       0.54 %     1.15 %     3.87 %     3.26 %     113 %
  $ 9.93       4.65 %   $ 34,924       0.54 %     1.44 %     3.75 %     2.85 %     48 %

 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

27

 

 

THE RBB FUND TRUST

Financial Highlights

 

   

Per Common
Share Data
(a)

 
           

Income from
investment
operations

   

Distributions
to shareholders

 
   

Net asset
value,
beginning
of period

   

Net
investment
income
(loss)

   

Net
realized
and
unrealized
gains
(losses)

   

Total from
investment
operations

   

Dividends
from net
investment
income

   

Distributions
from capital
gains

   

Total
distributions

 

Penn Capital Special Situations Small Cap Equity Fund

                                       

Institutional Class

                                                       

9/1/23 to 2/29/24 (Unaudited)

  $ 14.00       (0.01 )     0.40       0.39       (0.04 )     (0.03 )     (0.07 )

9/1/22 to 8/31/23

  $ 13.64       0.02       0.57       0.59             (0.23 )     (0.23 )

9/1/21 to 8/31/22

  $ 19.62       (0.05 )     (2.12 )     (2.17 )           (3.81 )     (3.81 )

7/1/21 to 8/31/21(e)

  $ 19.79       (0.01 )     (0.16 )     (0.17 )                  

7/1/20 to 6/30/21

  $ 9.33       (0.01 )     10.47       10.46                    

7/1/19 to 6/30/20

  $ 10.67       (0.03 )     (1.31 )     (1.34 )                  

7/1/18 to 6/30/19

  $ 12.59       (0.05 )     (0.98 )     (1.03 )(f)           (0.89 )     (0.89 )

 

 

 

(a)

Information presented related to a share outstanding for the entire period.

(b)

Annualized for periods less than one full year.

(c)

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(d)

Not annualized.

(e)

The Funds changed their fiscal year end to August 31.

(f)

Total from investment operations per share includes redemption fees of less than $0.01 per share.

Per share data calculated using average shares outstanding method.

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

28

 

 

THE RBB FUND TRUST

Financial Highlights

 

 

Per Common
Share Data
(a)

   

Supplemental
data and ratios

 
                                                               
 

Net asset
value, end
of period

   

Total
return
(d)

   

Net assets,
end of period
(in 000’s)

   

Ratio of
expenses to
average
net assets,
including
waivers and
reimbursement
(b)

   

Ratio of
expenses to
average
net assets,
excluding
waivers
and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, including
waivers and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, excluding
waivers and
reimbursement
(b)

   

Portfolio
turnover
rate
(c)(d)

 
                                                               
                                                               
  $ 14.32       2.70 %   $ 46,038       1.09 %     1.46 %     (0.13 )%     (0.50 )%     41 %
  $ 14.00       4.40 %   $ 41,258       1.09 %     1.73 %     0.13 %     (0.55 )%     69 %
  $ 13.64       (14.39 )%   $ 16,616       1.09 %     1.58 %     (0.34 )%     (0.83 )%     87 %
  $ 19.62       (0.86 )%   $ 16,894       1.09 %     1.71 %     (0.46 )%     (1.08 )%     11 %
  $ 19.79       112.11 %   $ 16,923       1.09 %     2.97 %     (0.02 )%     (1.90 )%     132 %
  $ 9.33       (12.56 )%   $ 7,245       1.09 %     3.09 %     (0.42 )%     (2.42 )%     115 %
  $ 10.67       (7.91 )%   $ 10,198       1.09 %     2.38 %     (0.35 )%     (1.64 )%     97 %

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

29

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

1. Organization

 

The RBB Fund Trust (the “Trust”) was organized as a Delaware statutory trust on August 29, 2014, and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company. Currently, the Trust has seven active investment portfolios. This report covers four series including: the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Short Duration High Income Fund, and the Penn Capital Special Situations Small Cap Equity Fund (collectively referred to as the “Funds” and each individually referred to as a “Fund”). The Funds follow the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services - Investment Companies”.

 

The Penn Capital Opportunistic High Income Fund’s investment objective is to seek to provide total return through interest income and capital appreciation. The Penn Capital Opportunistic High Income Fund commenced operations on November 30, 2015.

 

The Penn Capital Short Duration High Income Fund’s investment objective is to seek to provide a high level of current income. The Penn Capital Short Duration High Income Fund commenced operations on July 17, 2017.

 

The Penn Capital Mid Cap Core Fund and the Penn Capital Special Situations Small Cap Equity Fund’s investment objective is to seek to provide capital appreciation. The Penn Capital Mid Cap Core Fund commenced operations on November 30, 2015. The Penn Capital Special Situations Small Cap Equity Fund commenced operations on December 17, 2015.

 

Each Fund’s investment objective is non-fundamental, and may be changed by the Trust’s Board of Trustees (the “Board” or “Trustees”) without shareholder approval. Unless otherwise noted, all of the other investment policies and strategies described in the Prospectus or hereafter are nonfundamental. The Penn Capital Management Company, LLC (the “Advisor” or “Penn Capital”) serves as the investment advisor to the Funds.

 

The Trust offers Institutional Class shares for the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Special Situations Small Cap Equity Fund and the Penn Capital Short Duration High Income Fund. Institutional Class shares do not have a front-end or back-end sales charge.

 

The end of the reporting period for the Funds is February 29, 2024, and the period covered by these Notes to Financial Statements is the six months ended February 29, 2024 (the “current fiscal period”).

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

A.    Investment Valuation

 

The Funds use the following valuation methods to determine fair value as either fair value for investments for which market quotations are available, or if not available, the fair value, as determined in good faith pursuant to such policies and procedures as may be approved by the Trust’s Board from time to time. The valuation of the portfolio investments of the Funds currently includes the following processes:

 

Portfolio securities listed on a national or foreign securities exchange, except those listed on the NASDAQ® Stock Market and Small CapSM exchanges (“NASDAQ®”), for which market quotations are available, are valued at the official closing price of such exchange on each business day (defined as days on which the Funds are open for business (“Business Day”)). Portfolio securities traded on the NASDAQ® will be valued at the NASDAQ® Official Closing Price on each Business Day. If there is no such reported sale on an exchange or NASDAQ®, the portfolio security will be valued at the most recent quoted bid price. Price information on listed securities is taken from the exchange where the security is primarily traded.

 

Other assets and securities for which no quotations are readily available (such as for certain restricted or unlisted securities and private placements) or that may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities) will be valued in good faith at fair value using procedures and methods approved by the Board. Under the procedures adopted by the Board, the Board has delegated day-to-day responsibility for fair value determinations to the Advisor, as valuation designee (the “Valuation Designee”).

 

30

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

A Fund’s portfolio holdings may also consist of shares of other investment companies in which the Fund invests. The value of each such investment company will be its net asset value (“NAV”) at the time the Fund’s shares are priced. Each investment company calculates its NAV based on the current market value for its portfolio holdings. Each investment company values securities and other instruments in a manner as described in that investment company’s prospectus. The investment company’s prospectus explains the circumstances under which the company will use fair value pricing and the effects of using fair value pricing.

 

Because a Fund may invest in foreign securities, the Fund’s NAV may change on days when a shareholder will not be able to purchase or redeem Fund shares because foreign markets are open at times and on days when U.S. markets are not. Investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at the time such valuation is determined. Foreign currency exchange rates are generally determined as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time). If an event that could materially affect the value of the Fund’s foreign securities has occurred between the time the securities were last traded and the time that the Fund calculates its NAV, the closing price of the Fund’s securities may no longer reflect their market value at the time the Fund calculates its NAV. In such a case, the Valuation Designee may use fair value methods to value such securities.

 

Fixed income securities shall be valued at the evaluated bid price supplied by the Fund’s pricing agent based on broker-dealer supplied valuations and other criteria, or directly by independent brokers when the pricing agent does not provide a price or the Valuation Designee does not believe that the pricing agent price reflects the current market value. If a price of a position is sought using independent brokers, the Advisor shall seek to obtain an evaluation bid price from at least two independent brokers who are knowledgeable about the position. The price of the position would be deemed to be an average of such bid prices. In the absence of sufficient broker dealer quotes, securities shall be valued at fair value pursuant to procedures adopted by the Board.

 

Bank loans are not listed on any securities exchange or board of trade. They are typically bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. This market generally has fewer trades and less liquidity than the secondary market for other types of securities. Some bank loans have few or no trades, or trade infrequently, and information regarding a specific bank loan may not be widely available or may be incomplete. Except as otherwise specified, bank loan securities shall be valued at the evaluated bid prices supplied by the Fund’s pricing agent based on broker-dealer supplied valuations and other criteria, such as, issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets, or directly by independent brokers when the pricing agent does not provide a price or the Valuation Designee does not believe that the pricing agent price reflects the current market value. If a price of a position is sought using independent brokers, the Advisor shall seek to obtain a bid price from at least two independent brokers who are knowledgeable about the position. The price of the position would be deemed to be an average of such bid prices. In the absence of sufficient broker dealer quotes, securities shall be valued at fair value pursuant to procedures adopted by the Board.

 

Occasionally, reliable market quotations are not readily available (such as for certain restricted or unlisted securities and private placements) or securities and other assets may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities), or there may be events affecting the value of foreign securities or other securities held by the Funds that occur when regular trading on foreign or other exchanges is closed, but before trading on the NYSE is closed. Fair value determinations are then made in good faith in accordance with procedures adopted by the Board. Under the procedures adopted by the Board, the Board has delegated the responsibility for making fair value determinations to the Valuation Designee, subject to the Board’s oversight. Generally, the fair value of a portfolio security or other asset shall be the amount that the owner of the security or asset might reasonably expect to receive upon its current sale. A three-tier hierarchy is utilized to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and are developed based on the best information available under the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Level 1 — Prices are determined using quoted prices in active markets for identical securities.

 

31

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

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 availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following table summarizes the inputs used as of the end of the reporting period, in valuing each Fund’s investments:

 

Description

                               

Penn Capital Mid Cap Core Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Common Stocks

  $ 7,642,912     $     $     $ 7,642,912  

Total Assets

  $ 7,642,912     $     $     $ 7,642,912  

 

Penn Capital Opportunistic High Income Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Corporate Bonds

  $     $ 32,629,931     $     $ 32,629,931  

Total Assets

  $     $ 32,629,931     $     $ 32,629,931  

 

Penn Capital Short Duration High Income Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Corporate Bonds

  $     $ 18,294,259     $     $ 18,294,259  

Total Assets

  $     $ 18,294,259     $     $ 18,294,259  

 

Penn Capital Special Situations Small Cap Equity Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Common Stocks

  $ 45,051,996     $     $     $ 45,051,996  

Total Assets

  $ 45,051,996     $     $     $ 45,051,996  

 

 

Refer to the Schedule of Investments for industry classifications.

 

During the current fiscal period, the Funds had no Level 3 transfers.

 

B. Investment Transactions and Related Investment Income

 

Investment transactions are accounted for on a trade-date basis. Interest income is recorded on the accrual basis, including the amortization of premiums and accretion of discounts on bonds held using the yield-to-maturity method. Dividend income is recognized on ex-dividend date.

 

32

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

Realized gains and losses on investment transactions and unrealized appreciation and depreciation of investments are reported for financial statement and federal income tax purposes on the identified cost method.

 

C. Expenses

 

Certain expenses are shared with The RBB Fund, Inc. (“RBB”), an affiliated fund. Expenses incurred on behalf of a specific class, fund or fund family of the Trust or RBB are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the funds (such as trustee or professional fees) are charged to all funds in proportion to their average net assets of the Trust and RBB, or in such other manner as the Board deems fair or equitable.

 

D. Use of Estimates

 

The preparation of the 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 increases and decreases in net assets from operations during the reporting year. Actual results could differ from those estimates.

 

E. Dividends and Distributions

 

Dividends and distributions to Shareholders are recorded on the ex-date. The Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund declare and distribute their net investment income, if any, monthly and make distributions of their net realized capital gains, if any, at least annually, usually in December. The Penn Capital Mid Cap Core Fund and the Penn Capital Special Situations Small Cap Equity Fund declare and distribute their net investment income, if any, annually and make distributions of net realized capital gains, if any, at least annually, usually in December.

 

The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal period in which the amounts are distributed may differ from the period that income or realized gains (losses) were recorded by each Fund.

 

F. Federal Income Taxes

 

Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Funds will not be subject to federal income tax to the extent they distribute all of their net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required.

 

The Funds evaluate tax positions taken or expected to be taken in the course of preparing their tax returns to determine whether it is more-likely-than-not (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period and have no provision for taxes in the financial statements. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three open tax year ends, as applicable) and on-going analysis of and changes to tax laws, regulations and interpretations thereof.

 

G. Indemnifications

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust and each Fund. In addition, in the normal course of business, the Trust may enter into contracts that provide general indemnification to other parties. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred, and may not occur. However, the Trust has not had prior claims or losses pursuant to these contracts and considers the risk of loss to be remote.

 

33

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

3. Agreements and Related Party Transactions

 

Investment Advisory Agreement

 

The Trust has entered into an investment advisory agreement with the Advisor. Under the terms of the agreement, each Fund pays the Advisor a fee, payable at the end of each month, at an annual rate, set forth in the table below, of the respective Fund’s average daily net assets.

 

Penn Capital Mid Cap Core Fund

0.90%

Penn Capital Opportunistic High Income Fund

0.69%

Penn Capital Short Duration High Income Fund

0.45%

Penn Capital Special Situations Small Cap Equity Fund

0.95%

 

With respect to each Fund other than the Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund, the Advisor has contractually agreed to waive its fees and/or pay Fund expenses so that the Funds’ total annual operating expenses (excluding any acquired fund fees and expenses, taxes, interest, brokerage fees, certain insurance costs, and extraordinary and other non-routine expenses) do not exceed the amounts shown below as a percentage of each Fund’s average daily net assets. With respect to the Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund, the Advisor has contractually agreed to waive its fees and/or pay Fund expenses so that the Fund’s total annual operating expenses (including any acquired fund fees and expenses incurred by the Fund as a result of its investments in other investment companies managed by the Advisor, but excluding any acquired fund fees and expenses incurred by the Fund as a result of its investments in unaffiliated investment companies, taxes, interest, brokerage fees, certain insurance costs, and extraordinary and other non-routine expenses) do not exceed the amounts shown below as a percentage of each Fund’s average daily net assets. The expense limitation agreement will remain in place through December 31, 2024. Thereafter, the expense limitation agreement for the Funds will be reviewed annually by the Advisor and the Board.

 

 

Institutional
Class

Penn Capital Mid Cap Core Fund

1.06%

Penn Capital Opportunistic High Income Fund

0.72%

Penn Capital Short Duration High Income Fund

0.54%

Penn Capital Special Situations Small Cap Equity Fund

1.09%

 

Any waived or reimbursed expenses by the Advisor to the Funds excluding any waivers related to acquired fund fees and expenses incurred by the Funds as a result of its investments in other investment companies managed by the Advisor, are subject to repayment by a Fund in the three years following the date the fees were waived or the expenses were paid, provided that the respective Fund is able to make the repayment without exceeding the Fund’s expense limitation in place when the fees were waived or expenses paid. The Advisor’s waived fees and paid expenses that are subject to potential recoupment are as follows:

 

Fiscal Period Incurred

 

Amount
Waived/
Expense
Assumed

   

Amount
Recouped

   

Amount
Subject to
Potential
Recoupment

   

Year of
Expiration

 

Penn Capital Mid Cap Core Fund

                               

August 31, 2021(1)

  $ 20,634     $     $ 20,634       2024  

August 31, 2022

    72,939             72,939       2025  

August 31, 2023

    92,617             92,617       2026  

February 29, 2024

    48,042             48,042       2027  

Total

  $ 234,232     $     $ 234,232          

 

34

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

Fiscal Period Incurred

 

Amount
Waived/
Expense
Assumed

   

Amount
Recouped

   

Amount
Subject to
Potential
Recoupment

   

Year of
Expiration

 

Penn Capital Opportunistic High Income Fund

                               

August 31, 2021(1)

  $ 30,361     $     $ 30,361       2024  

August 31, 2022

    133,924 (2)            126,522       2025  

August 31, 2023

    176,705 (2)            171,999       2026  

February 29, 2024

    104,533             104,533       2027  

Total

  $ 445,523     $     $ 433,415          

Penn Capital Short Duration High Income Fund

                               

August 31, 2021(1)

  $ 33,215 (2)    $     $ 31,724       2024  

August 31, 2022

    133,986 (2)            118,474       2025  

August 31, 2023

    211,846 (2)            203,627       2026  

February 29, 2024

    86,318             86,318       2027  

Total

  $ 465,365     $     $ 440,143          

Penn Capital Special Situations Small Cap Equity Fund

                               

August 31, 2021(1)

  $ 17,080     $     $ 17,080       2024  

August 31, 2022

    80,812             80,812       2025  

August 31, 2023

    119,334             119,334       2026  

February 29, 2024

    77,439             77,439       2027  

Total

  $ 294,665     $     $ 294,665          

 

 

(1)

Period from July 1, 2021 through August 31, 2021.

(2)

Includes fees waived that are not subject to potential recoupment.

 

Distribution Agreement

 

Foreside Fund Services, LLC is the Trust’s distributor and principal underwriter (the “Distributor”).

 

Agreements with the Administrator, Transfer Agent, and Custodian

 

U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as the Funds’ administrator. 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.

 

Shareholder Servicing Plan

 

The Trust has adopted a Shareholder Servicing Plan on behalf of each Fund’s Institutional Class. Under the plan, each Class can pay for non-distribution related shareholder support services (‘‘service fees’’) in an amount up to 0.15% of its average daily net assets. The amount actually incurred by the Institutional Class shares for the current fiscal period on an annualized basis was 0.03% for the Penn Capital Mid Cap Core Fund, 0.02% for the Penn Capital Opportunistic High Income Fund, 0.02% for the Penn Capital Short Duration High Income Fund and 0.02% for the Penn Capital Special Situations Small Cap Equity Fund.

 

35

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

Other Related Party Transactions

 

The Advisor and its affiliates have made investments in the Funds and accordingly, as shareholders of the Funds, pay a proportionate share of the Funds’ investment advisory fees and other expenses identified in the Funds’ Prospectus.

 

4. Federal Tax Information

 

It is each Fund’s intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences, if any, may result in reclassifications to distributable earnings and additional paid-in capital.

 

The following information is provided on a tax basis as of August 31, 2023:

 

   

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Short
Duration High
Income Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

 

Cost of investments

  $ 11,434,823     $ 25,972,439     $ 31,600,606     $ 41,113,399  

Gross unrealized appreciation

    2,477,664       263,944       87,187       3,991,015  

Gross unrealized (depreciation)

    (613,939 )     (1,065,299 )     (564,274 )     (3,495,962 )

Net unrealized appreciation (depreciation)

    1,863,725       (801,355 )     (477,087 )     495,053  
                                 

Undistributed ordinary income

    42,112       7,003       4,533       111,188  

Undistributed long-term capital gains

    1,294,665                   105,784  

Total distributable earnings

    1,336,777       7,003       4,533       216,972  
                                 

Other accumulated losses

          (2,230,982 )     (2,617,307 )      
                                 

Total accumulated earnings (losses)

  $ 3,200,502     $ (3,025,334 )   $ (3,089,861 )   $ 712,025  

 

Net investment income and net realized gains and losses for federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

 

These differences are primarily due to net operating losses. On the Statement of Assets and Liabilities, the following adjustments were made:

 

   

Distributable
Earnings

   

Paid-In Capital

 

Penn Capital Special Situations Small Cap Equity Fund

  $ (469 )   $ 469  

 

36

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

The Funds intend to utilize capital loss carryforwards to offset future realized gains. Capital loss carryforwards available for federal income tax purposes are as follows:

 

   

Capital Loss
Available
Through

   

Short-Term
Capital Loss
Amounts

   

Long-Term
Capital Loss
Amounts

 

Penn Capital Opportunistic High Income Fund

    unlimited     $ 846,907     $ 1,384,075  

Penn Capital Short Duration High Income Fund

    unlimited       1,955,605       661,261  

 

A regulated investment company may elect for any taxable year to treat any portion of the qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the taxable year subsequent to October 31 and December 31, respectively. For the fiscal period ended August 31, 2023, there were no deferred Post October Losses to report.

 

The character of distributions for tax purposes paid during the fiscal period ended August 31, 2023, is as follows:

 

   

Ordinary
Income
Distributions

   

Long-Term
Capital Gain
Distributions

 

Penn Capital Mid Cap Core Fund

  $ 16,811     $ 46,920  

Penn Capital Opportunistic High Income Fund

    1,429,097        

Penn Capital Short Duration High Income Fund

    1,405,413        

Penn Capital Special Situations Small Cap Equity Fund

          277,739  

 

5. Trustee and Officer Compensation

 

The Trustees of the Trust receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant-Compliance, LLC serves as Chief Compliance Officer of the Trust. Vigilant Compliance, LLC is compensated for the services provided to the Trust. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Trust. They are compensated by the Trust for services provided. Certain employees of U.S. Bancorp Fund Services, LLC serve as officers of the Trust. They are not compensated by the Funds or the Trust. For Trustee and Officer compensation amounts, please refer to the Statement of Operations.

 

6. Investment Transactions

 

The cost of security purchases and the proceeds from security sales, other than short-term investments, during the current fiscal period, were as follows:

 

   

Non-U.S. Government

   

U.S. Government

 
   

Purchases

   

Sales

   

Purchases

   

Sales

 

Penn Capital Mid Cap Core Fund

  $ 4,807,322     $ 10,109,421     $     $  

Penn Capital Opportunistic High Income Fund

    12,992,978       6,063,369              

Penn Capital Short Duration High Income Fund

    5,693,366       18,439,687              

Penn Capital Special Situations Small Cap Equity Fund

    19,979,021       17,148,871              

 

37

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

7. Capital Share Transactions

 

   

Penn Capital
Mid Cap
Core Fund
September 1,
2023 - February
29, 2024

   

Penn Capital
Opportunistic
High Income
Fund
September 1,
2023 - February
29, 2024

   

Penn Capital
Short
Duration High
Income Fund
September 1,
2023 - February
29, 2024

   

Penn Capital
Special
Situations
Small Cap
Equity Fund
September 1,
2023 - February
29, 2024

 
 

Institutional Class Shares

                               

Shares sold

    45,749       887,098       32,891       721,429  

Shares issued in reinvestment of dividends

    142,171       106,653       81,997       14,501  

Shares redeemed

    (492,360 )     (180,270 )     (1,488,469 )     (466,625 )

Net increase (decrease)

    (304,440 )     813,481       (1,373,581 )     269,305  

 

8. Credit Risk, LIBOR and Asset Concentration

 

Small- and mid-capitalization companies may not have the size, resources and other assets of large capitalization companies. As a result, the securities of small- and mid-capitalization companies may be subject to greater market risks and fluctuations in value than large capitalization companies or may not correspond to changes in the stock market in general. In addition, small- and mid-capitalization companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.

 

High yield securities and unrated securities of similar credit quality have speculative characteristics and involve greater volatility of price and yield, greater of liquidity risk, and generally reflect a greater possibility of an adverse change in financial condition that could affect an issuer’s ability to honor its obligations.

 

There are a number of risks associated with an investment in bank loans, including credit risk, interest rate risk, liquidity risk and prepayment risk. Lack of an active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads and extended trade settlement periods may impair the Fund’s ability to sell bank loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods may result in cash not being immediately available to the Fund. As a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions to raise cash to meet its obligations.

 

A Fund may invest in certain instruments that rely in some fashion upon London Interbank Offered Rate (“LIBOR”). LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced plans to phase out the use of LIBOR by the end of 2021. The FCA and ICE Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. 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 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. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition

 

38

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

to an alternative reference rate is not completed in a timely manner. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.

 

9. Line of Credit

 

The Funds have a $10,000,000 uncommitted, unsecured, umbrella 365-day line of credit, for temporary purposes, including to meet redemption requests. The interest rate as of February 29, 2024 was 8.50%. During the current fiscal period, the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, and the Penn Capital Short Duration High Income Fund did not use the credit line.

 

During the current fiscal period, line of credit activity for the Penn Capital Special Situations Small Cap Equity Fund was as follows:

 

Fund

 

Average
Borrowings

   

Amount
Outstanding
as of
February 29,
2024

   

Interest
Expense

   

Maximum
Borrowing

   

Average
Interest
Rate

 

Penn Capital Special Situations Small Cap Equity Fund

  $ 48,978     $     $ 2,105     $ 4,233,000       8.50 %

 

10. Recent 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 25, 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. Beginning in July 2024, the Funds will be required to transmit concise and visually engaging shareholder reports that highlight key information. The Funds will also be required to 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.

 

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. Concentration Risks

 

The Advisor and its employees collectively have beneficial ownership, either directly or indirectly, of more than 20% of each of the Funds as of February 29, 2024. In addition to the Advisor, one or more individual investors own more than 10% of the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Short Duration High Income Fund, the Penn Capital Special Situations Small Cap Equity Fund as of February 29, 2024. To the extent multiple investors in the Funds rely on the advice of a common investment advisor the Funds may have the risk of a concentrated investor base.

 

39

 

 

THE RBB FUND TRUST

Notes to the Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

12. Unfunded Commitments

 

The Funds may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly funded. During the contractual period, the Funds are obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statements of Assets and Liabilities. As of February 29, 2024, there were no unfunded commitments to report.

 

13. Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.

 

40

 

 

THE RBB FUND TRUST

Additional Information

FEBRUARY 29, 2024 (UNAUDITED)

 

Proxy Voting Policies

 

A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities owned by that Fund is available: (1) without charge, upon request, by calling 844-302-7366; (2) in the Statement of Additional Information on the Trust’s website www.penncapitalfunds.com; and (3) on the SEC’s website at www.sec.gov. Information about how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 may be obtained (1) without charge, upon request, by calling 844-302-7366 and (2) on the SEC’s website at www.sec.gov.

 

Form N-PORT

 

Each Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT will be available on the EDGAR database on the SEC’s website at www.sec.gov.

 

Householding

 

In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders that the transfer agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call (844) 302-7366 to request individual copies of these documents. The transfer agent will begin sending individual copies thirty days after receiving your request to stop householding. This policy does not apply to account statements.

 

41

 

 

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Investment Advisor
Penn Capital Management Company, LLC
Navy Yard Corporate Center
1200 Intrepid Avenue, Suite 400
Philadelphia, Pennsylvania 19112

 

Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103

 

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
50 South 16th Street, Suite 2900
Philadelphia, PA 19102

 

Custodian
U.S. Bank N.A.
1555 N. Rivercenter Drive, Suite 302
Milwaukee, WI 53212

 

Distributor
Foreside Fund Services, LLC
Three Canal Plaza
Portland, ME 04101

 

Administrator, Transfer Agent
and Dividend Disbursing Agent

U.S. Bancorp Fund Services, LLC
doing business as U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202

 

Shareholder/Investor Information
1.844.302.PENN (7366)
www.penncapitalfunds.com

 

BEFORE INVESTING YOU SHOULD CAREFULLY CONSIDER THE FUNDS’ INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES. THIS AND OTHER RELEVANT INFORMATION CAN BE FOUND IN THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, COPIES OF WHICH MAY BE OBTAINED BY CALLING (844) 302-PENN (7366) OR BY VISITING WWW.PENNCAPITALFUNDS.COM. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.

 

PENN-SAR24

 

 

 

 

 

The Torray Fund

 

 

TABLE OF CONTENTS

 

 

 

 

Page

Letter to Shareholders

1

Performance Data

3

About Your Fund’s Expenses

4

Fund Profile

5

Schedule of Investments

6

Statement of Assets and Liabilities

8

Statements of Operations

9

Statements of Changes in Net Assets

10

Financial Highlights

11

Notes to Financial Statements

13

Other Information

21

 

 

The Torray Fund

 

 

Letter to Shareholders

 

March 11, 2024

 

 

Dear Fellow Shareholders:

 

We are pleased to share the Torray Fund’s (the “Fund”) semi-annual report for the six months ended February 29, 2024, consistent with our new August 31 fiscal year, which we detailed in our last letter.

 

During the six months ended February 29, 2024, the Fund rose 13.97%, compared to 10.85% for the Morningstar US Large-Mid Cap Broad Value Index (“Morningstar Value Index”) and 13.93% for the Standard and Poor’s 500 Index (“S&P 500®”). The major contributors to Fund results came from holdings in the Financial, Industrial and Information Technology sectors, while select businesses we own in the Communication Services and Energy sectors detracted from performance.

 

The Financial sector remains the largest in the Fund, accounting for roughly half of the six-month return. Our last report suggested that financials would continue to benefit from a normalizing rate environment, which has been the case so far. The Federal Reserve has indicated interest rate cuts could be on the table for 2024, and along with industry-specific factors, this has increased support for shares of banks, insurance and payment companies. We like the long-term prospects for our financial holdings, but think current valuations generally reflect favorable expectations.

 

We sold Altria Group, Inc. and General Motors Company in the last six months. These companies operate in competitive industries, and while we think the management teams have done a good job navigating rough waters, we redeployed capital to companies we feel have more defensible positions and better growth opportunities. With the proceeds, we took advantage of price weakness in the Energy and Health Care sectors to increase the size of selected holdings, and started a new investment in Keysight Technologies, Inc., described below:

 

 

Keysight Technologies, Inc. (“Keysight”) provides testing and measurement equipment for use in research and development and manufacturing in key end markets, including communications, aerospace, defense and electronic industrial solutions. The company is the global leader in communications, particularly complex 5G design testing. We believe Keysight’s competitively advantaged portfolio of products, services and capabilities is difficult to replicate, making it a trusted partner for exacting customers.

 

It seems everything today is about the growth potential of artificial intelligence (AI), and we have seen many of the perceived beneficiaries generate some eye-popping returns. AI is not new, but earnings reports from many industry participants have fueled projections for rapid growth which have been quickly reflected in share prices. We understand the enthusiasm for AI but are not sure about winners and losers, and don’t want to invest in securities where today’s valuation requires aggressive assumptions about future outcomes. We think AI will require substantial infrastructure

 

1

 

 

The Torray Fund

 

 

LETTER TO SHAREHOLDERS

 

March 11, 2024

 

 

development in such areas as the electrical grid, power management, semiconductor equipment and data centers, and we own, what we believe to be, several likely “downstream” beneficiaries, including Eaton Corp. Plc, Applied Materials, Inc., Alphabet Inc. and QUALCOMM Incorporated. While we believe the valuations and diversified nature of these businesses expose us to less risk than investment in leading-edge AI businesses, we recognize their cyclical nature and are monitoring them closely.

 

We appreciate your confidence in us, and thank you for your continued investment in the Torray Fund.

 

Sincerely,

 

Shawn M. Hendon

Jeffrey D. Lent

Brian R. Zaczynski

 

 

Mutual fund investing involves risk including the possible loss of principal value. At times, the Fund’s portfolio may be more concentrated than that of a more diversified fund subjecting it to greater fluctuation and risk. Portfolio holdings are subject to change at any time.

 

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus. For more information about the Fund, including fees and expenses, or to receive a prospectus, please call us toll free at (800) 626-9769.

 

Fund holdings and sector allocations are subject to change. Please refer to the schedule of Investments included in this report for additional portfolio information.

 

Past performance does not guarantee future results.

 

Shares of the Torray Fund are distributed by Quasar Distributors LLC, Milwaukee, WI.

 

2

 

 

The Torray Fund

 

 

Performance Data

 

As of February 29, 2024 (unaudited)

 

 

The Torray Fund (the “Fund”) operated as a series (the “Predecessor Fund”) of The Torray Fund prior to the close of business on December 9, 2022, at which time the Predecessor Fund was reorganized into the Fund. The performance information provided below for periods prior to December 12, 2022 represents the performance of the Predecessor Fund.

 

Average Annual Total Returns For The Periods Ended February 29, 2024

 

 

Six Month*

1 Year

5 Years

10 Years

Since
Inception
12/31/90

The Torray Fund

13.97%

19.36%

9.11%

7.99%

9.56%

Morningstar US Large-Mid Cap Broad Value Total Return Index**

10.85%

18.41%

11.46%

10.36%

N/A

Russell 1000 Value Total Return Index

9.27%

14.01%

9.38%

8.74%

10.16%

S&P 500 Total Return Index

13.93%

30.45%

14.76%

12.70%

10.81%

 

*

Not annualized.

**

Effective January 1, 2023, the primary benchmark index for the Fund changed from the Russell 1000 Value Total Return Index to the Morningstar US Large-Mid Cap Broad Value Total Return Index, as Torray Investment Partners LLC (formerly known as Torray LLC) (the “Adviser”) determined that it better reflects the Fund’s investment strategy.

 

The returns quoted represent past performance and do 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. For performance current to the most recent month end, please call (800) 626-9769. The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares and distributions. As of the Fund’s most recent prospectus, dated December 31, 2023, the Fund’s gross expense ratio, based on estimated expenses, is 0.97%. Returns on the Fund, the Morningstar US Large-Mid Cap Broad Value Total Return Index, the Russell 1000 Value Total Return Index and the S&P 500 Total Return Index assume reinvestment of all dividends and distributions. The Morningstar US Large-Mid Cap Broad Value Total Return Index is designed to provide comprehensive, consistent representation of the large-mid cap value segment of the US equity market. The Russell 1000 Value Total Return Index measures the performance of the large capitalization value segment of the U.S. equity universe. The S&P 500 Total Return Index measures the performance of 500 large capitalization U.S. Companies. These indexes are unmanaged and do not reflect the fees and expenses typically paid by mutual funds. It is not possible to invest directly in an index. Current and future portfolio holdings are subject to change and risk. Mutual fund investing involves risk, including the possible loss of principal value. At times, the Fund’s portfolio may be more concentrated than that of a more diverisified fund, subjecting it to greater fluctuation and risk.

 

 

3

 

 

The Torray Fund

 

 

About Your Fund’s Expenses

 

As of February 29, 2024 (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 September 1, 2023 through February 29, 2024 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
September 1,
2023

   

Ending
Account Value
February 29,
2024

   

Expenses Paid
During Period*

   

Annualized
Expense
Ratio*

   

Actual Six-Month
Total Investment
Return

 
                                         

Actual

  $ 1,000.00     $ 1,139.70     $ 5.05       0.95 %     13.97 %

Hypothetical (5% return before expenses)

    1,000.00       1,020.14       4.77       0.95 %     2.49 %

 

*

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 (182) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund.

 

4

 

 

The Torray Fund

 

 

Fund Profile

 

As of February 29, 2024 (unaudited)

 

 

SECTOR CLASSIFICATION (% of net assets)

Financials

36.6%

Information Technology

13.0%

Industrials

12.3%

Energy

10.9%

Health Care

10.9%

Consumer Discretionary

8.6%

Communication Services

4.0%

Consumer Staples

0.9%

Money Market Funds

2.7%

Other Assets in Excess of Liabilities

0.1%

 

100.0%

 

TOP TEN EQUITY HOLDINGS (% of net assets)

1.

 

Berkshire Hathaway, Inc. - Class B

7.3%

2.

 

Marsh & McLennan Cos., Inc.

5.0%

3.

 

Lennar Corp. - Class B

4.6%

4.

 

Eaton Corp. PLC

4.6%

5.

 

American Express Co.

4.6%

6.

 

JPMorgan Chase & Co.

4.4%

7.

 

General Dynamics Corp.

4.4%

8.

 

Fiserv, Inc.

4.3%

9.

 

Alphabet, Inc. - Class A

4.0%

10.

 

Home Depot, Inc.

4.0%

     

47.3%

 

PORTFOLIO CHARACTERISTICS

Net Assets (millions)

          $ 345  

Number of Equity Holdings

            25  

Portfolio Turnover

            6 %*

P/E Multiple (forward)

            15.5x  

Trailing Weighted Average Dividend Yield

    1.8 %

Market Capitalization (billion)

    Average     $ 240  
      Median     $ 102  

 

*

Not Annualized

 

5

 

 

The Torray Fund

 

 

Schedule of Investments

 

As of February 29, 2024 (unaudited)

 

 

   Shares   Value 
COMMON STOCKS — 97.2%          
Communication Services — 4.0%          

Alphabet, Inc. - Class A(a)

   100,570   $13,924,922 
           
Consumer Discretionary — 8.6%          
Home Depot, Inc.   36,120    13,747,633 
Lennar Corp. - Class B   108,610    16,005,856 
         29,753,489 
Consumer Staples — 0.9%          
Kraft Heinz Co.   89,070    3,142,390 
           
Energy — 10.9%          
EOG Resources, Inc.   111,935    12,812,080 
Phillips 66   91,425    13,028,977 
Schlumberger NV   245,240    11,852,449 
         37,693,506 

Financials — 36.6%(b)

          
American Express Co.   72,253    15,853,753 

Berkshire Hathaway, Inc. - Class B(a)

   61,790    25,296,825 
Chubb Limited   52,650    13,250,426 

Fiserv, Inc.(a)

   98,950    14,770,267 
JPMorgan Chase & Co.   81,910    15,240,175 
Marsh & McLennan Cos., Inc.   84,956    17,184,049 
T. Rowe Price Group, Inc.   95,310    10,803,389 
W R Berkley Corp.   160,635    13,429,086 
         125,827,970 
Health Care — 10.9%          
Johnson & Johnson   83,200    13,426,816 
Royalty Pharma PLC - Class A   379,450    11,512,513 
UnitedHealth Group Inc.   26,108    12,886,909 
         37,826,238 
Industrials — 12.3%          
Eaton Corp. PLC   55,200    15,952,800 
General Dynamics Corp.   55,255    15,098,429 
Honeywell International, Inc.   56,265    11,181,543 
         42,232,772 

 

The accompanying notes are an integral part of the financial statements.

 

6

 

 

The Torray Fund

 

 

SCHEDULE OF INVESTMENTS (concluded)

 

As of February 29, 2024 (unaudited)

 

 

   Shares   Value 
Information Technology — 13.0%          
Applied Materials, Inc.   58,500   $

11,794,770

 

Keysight Technologies, Inc.(a)

   59,300    9,149,990 
Qualcomm, Inc.   82,970    13,091,837 
Texas Instruments, Inc.   63,980    10,705,773 
         44,742,370 
TOTAL COMMON STOCKS          
(Cost $188,415,010)        335,143,657 
           
SHORT-TERM INVESTMENTS — 2.7%          
Money Market Funds — 2.7%          

Fidelity Government Portfolio - Class Institutional, 5.20%(c)

   9,294,016    9,294,016 
TOTAL SHORT-TERM INVESTMENTS          
(Cost $9,294,016)        9,294,016 
           
TOTAL INVESTMENTS — 99.9%          
(Cost $197,709,026)       $344,437,673 
Other Assets in Excess of Liabilities — 0.1%        298,968 
TOTAL NET ASSETS — 100.0%       $344,736,641 

 

Percentages are stated as a percent of net assets.

 

The above industry classifications are based upon The Global Industry Classification Standard (“GICS”). GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by U.S. Bank Global Fund Services, LLC.

 

PLC - Public Limited Company

 

(a)

Non-income producing security.

 

(b)

To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.

 

(c)

The rate shown represents the 7-day effective yield as of February 29, 2024.

 

The accompanying notes are an integral part of the financial statements.

 

7

 

 

The Torray Fund

 

 

Statement of Assets and Liabilities

 

As of February 29, 2024 (unaudited)

 

 

ASSETS:

Investments in securities at value (cost $197,709,026)

  $ 344,437,673  

Receivable for fund shares sold

    95,293  

Dividends & interest receivable

    499,255  

Prepaid expenses and other assets

    7,689  

TOTAL ASSETS

    345,039,910  
         

LIABILITIES:

       

Payable for fund shares redeemed

    28,118  

Payable to advisory fees

    238,375  

Accrued expenses and other liabilities

    36,776  

TOTAL LIABILITIES

    303,269  
         

NET ASSETS

  $ 344,736,641  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 194,572,591  

Total distributable earnings /(losses)

    150,164,050  

Net Assets

  $ 344,736,641  
         

Shares issued and outstanding (unlimited number of shares authorized without par value)

    6,506,589  

Net asset value and redemption price per share

  $ 52.98  

 

The accompanying notes are an integral part of the financial statements.

 

8

 

 

The Torray Fund

 

 

Statements of Operations

 

Six-Months End February 29, 2024 (unaudited)

 

 

INVESTMENT INCOME:

Dividend income

  $ 3,381,928  

Interest income

    157,175  

Total investment income

    3,539,103  
         

EXPENSES:

       

Advisory fees (See Note 4)

    1,347,163  

Transfer agent fees & expenses

    62,486  

Fund administration & accounting fees

    54,460  

Printing, postage & mailing fees

    20,574  

Federal & state registration fees

    16,216  

Insurance expense

    11,248  

Audit fees

    5,858  

Custody fees

    5,620  

Legal fees

    3,773  

Trustees’ fees

    490  

Other fees

    2,766  

Total expenses before waiver and/or reimbursement

    1,530,654  

Less waivers and/or reimbursements (See Note 4)

    (25,000 )

Net expenses

    1,505,654  
         

NET INVESTMENT INCOME/(LOSS)

    2,033,449  
         

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:

       

Net realized gain/(loss) on investments

  $ 3,585,010  

Net change in unrealized appreciation/(depreciation) on investments

    36,810,945  

Net realized and unrealized gain/(loss) on investments

    40,395,955  
         

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 42,429,404  

 

 

The accompanying notes are an integral part of the financial statements.

 

9

 

 

The Torray Fund

 

 

Statements of Changes in Net Assets

 

For each period/year indicated:

 

 

   

Six Months
Ended
2/29/24
(unaudited)

   

Period Ended
8/31/23*

   

Year Ended
12/31/22

 

Increase/(Decrease) in Net Assets
Resulting from Operations:

       

Net investment income/(loss)

  $ 2,033,449     $ 2,853,620     $ 3,925,083  

Net realized gain/(loss) on investments

    3,585,010       2,132,484       20,982,080  

Net change in unrealized appreciation/(depreciation) on investments

    36,810,945       13,596,458       (29,455,877 )

Net increase/(decrease) in net assets resulting from operations

    42,429,404       18,582,562       (4,548,714 )
                         

Distributions to Shareholders:

                       

Total distributions to shareholders

    (18,112,421 )     (2,189,731 )     (31,596,530 )
                         

Shares of Beneficial Interest:

                       

Net increase/decrease from share transactions (Note 6)

    1,639,010       (18,899,891 )     (23,434,576 )

Total increase/(decrease) in net assets

    25,955,993       (2,507,060 )     (59,579,820 )

Net Assets – Beginning of Period

    318,780,648       321,287,708       380,867,528  

Net Assets – End of Period

  $ 344,736,641     $ 318,780,648     $ 321,287,708  

 

*

Effective August 31, 2023, the Fund changed its fiscal year end date to August 31st.

 

The accompanying notes are an integral part of the financial statements.

 

10

 

 

The Torray Fund

 

 

Financial Highlights

 

For a Fund share outstanding throughout each period/year.

 

 

PER SHARE DATA:

                                                       
   

Six Months
ended
February 29,
2024

   

Period
Ended
August 31,

   

Years ended December 31:

 
   

(unaudited)

   

2023(1)

   

2022(2)

   

2021

   

2020

   

2019

   

2018

 

Net Asset Value, Beginning of Year

  $ 49.33     $ 46.86     $ 52.24     $ 47.64     $ 50.70     $ 43.45     $ 49.60  

Investment operations

                                                       

Net investment income/(loss)(3)

    0.31       0.43       0.60       0.59       0.63       0.74       0.62  

Net realized and unrealized gain/(loss) on investments

    6.21       2.38       (1.03 )     9.65       (2.15 )     7.86       (5.81 )

Total from investment operations

    6.52       2.81       (0.43 )     10.24       (1.52 )     8.60       (5.19 )

Less distributions from:

                                                       

Net investment income

    (0.25 )     (0.34 )     (0.60 )     (0.59 )     (0.64 )     (0.95 )     (0.62 )

Net realized gains

    (2.62 )           (4.35 )     (5.05 )     (0.90 )     (0.40 )     (0.34 )

Total distributions

    (2.87 )     (0.34 )     (4.95 )     (5.64 )     (1.54 )     (1.35 )     (0.96 )

Net Asset Value, End of Year

  $ 52.98     $ 49.33     $ 46.86     $ 52.24     $ 47.64     $ 50.70     $ 43.45  

TOTAL RETURN(4)

    13.97 %(5)     6.03 %(5)     -0.98 %     21.39 %     -2.51 %     19.89 %     -10.60 %
                                                         

 

The accompanying notes are an integral part of the financial statements.

 

11

 

 

The Torray Fund

 

 

Financial Highlights (continued)

 

For a Fund share outstanding throughout each period/year.

 

 

PER SHARE DATA:

                                                       
   

Six Months
ended
February 29,
2024

   

Period
Ended
August 31,

   

Years ended December 31:

 
   

(unaudited)

   

2023(1)

   

2022(2)

   

2021

   

2020

   

2019

   

2018

 

SUPPLEMENTAL DATA AND RATIOS:

                                                       

Net assets, end of year (000’s omitted)

  $ 344,737     $ 318,781     $ 321,288     $ 380,868     $ 356,342     $ 408,961     $ 370,973  

Ratios of expenses to average net assets:

                                                       

Before expense waiver

    0.97 %(6)     0.96 %(6)     1.16 %     1.16 %     1.17 %     1.15 %     1.16 %

After expense waiver

    0.95 %(6)     0.95 %(6)     1.06 %     1.07 %     1.06 %     1.06 %     1.07 %

Ratios of net investment income/(loss) to average net assets

    1.28 %(6)     1.36 %(6)     1.18 %     1.10 %     1.46 %     1.53 %     1.28 %

Portfolio turnover rate

    6 %(5)     9 %(5)     40 %     36 %     33 %     11 %     4 %

 

(1)

Effective August 31, 2023, the Fund changed its fiscal year end date to August 31st.

(2)

Prior to the close of business on December 9, 2022, the Fund was a series (the “Predecessor Fund”) of The Torray Fund, an open-end management investment company organized as a Massachusetts business trust. The Predecessor Fund was reorganized into the Fund following the close of business on December 9, 2022 (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 December 9, 2022 included herein is that of the Predecessor Fund. See Note 1.

(3)

Calculated based on average amount of shares outstanding during the period.

(4)

Past performance is not predictive of future performance. Returns assume reinvestment of all dividends and distributions.

(5)

Not annualized.

(6)

Annualized.

 

 

The accompanying notes are an integral part of the financial statements.

 

12

 

 

The Torray Fund

 

 

Notes to Financial Statements

 

As of February 29, 2024 (unaudited)

 

 

NOTE 1 – ORGANIZATION

 

The Torray Fund (“Fund”) is a separate diversified series of The RBB Fund Trust (“Trust”). The Trust was organized as a Delaware statutory trust on August 29, 2014 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company. Currently, the Trust has seven active investment portfolios. The Fund commenced operations on December 31, 1990 as a separate series (the “Predecessor Fund”) of The Torray Fund, a Massachusetts business trust. Effective as of the close of business on December 9, 2022, the Predecessor Fund was reorganized into a new series of the Trust in a tax-free reorganization (the “Reorganization”), whereby the Fund acquired all the assets and liabilities of the Predecessor Fund, in exchange for shares of the Fund which were distributed pro rata by the Predecessor Fund to its shareholders, in complete liquidation and termination of the Predecessor Fund. The Agreement and Plan of Reorganization pursuant to which the Reorganization was accomplished was approved by shareholders of the Predecessor Fund on November 1, 2022. Unless otherwise indicated, references to the “Fund” in these Notes to Financial Statements refer to the Predecessor Fund and Fund. At the September 13, 2023 meeting of the Board of Trustees of the Trust (the “Board”), the Board approved a change in fiscal year end for the Fund from December 31st to August 31st effective August, 31 2023.

 

The Fund’s investment objectives are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long- and short-term gains. The Fund invests principally in common stock of larger-capitalization companies that generally have demonstrated records of profitability, conservative financial structures and shareholder-oriented management. The Fund seeks to invest in such companies when it believes that valuations are modest relative to earnings, cash flow or asset values. Large capitalization companies are those with market capitalizations of $8 billion or more. Investments are held as long as the issuers’ fundamentals remain intact, and the Fund believes issuers’ shares are reasonably valued. There can be no assurance that the Fund’s investment objectives will be achieved.

 

The Fund is an investment company and accordingly follows the investment companies accounting and reporting guidance of 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 February 29, 2024, and the period covered by these Notes to Financial Statements is the six-month period ended February 29, 2024 (the “current fiscal period”).

 

13

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

As a tax-free reorganization, any unrealized appreciation or depreciation on the securities held by the Fund on the date of Reorganization was treated as a non-taxable event, thus the cost basis of the securities held reflects their historical cost basis as of the date of Reorganization. As a result of the Reorganization, the Fund is the accounting successor. The Reorganization was accomplished by a tax-free exchange of the Fund’s shares and value of net assets for the same shares and value of the Predecessor Fund’s shares. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the Reorganization, the net assets, fair value of investments, net unrealized appreciation and fund shares outstanding of the Predecessor Fund were as follows:

 

 

Net Assets

   

Fair Value of
Investments

   

Net Unrealized
Appreciation

   

Fund Shares
Outstanding

 
  $ 327,634,260     $ 326,806,119     $ 105,738,265       6,858,304  

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.

 

Federal Income Taxes – The Fund complies with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income tax provision is required. As of and during the current fiscal period, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. As of and during the current fiscal period, the Fund did not have liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations. As of and during the current fiscal period, the Fund did not incur any interest or penalties. The Fund is not subject to examination by U.S. tax authorities for tax years prior to December 31, 2019.

 

Security Transactions and Investment Income and Distributions – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method. Non-cash dividend income is recognized at the fair value of property received.

 

14

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

The Fund distributes all net investment income, if any, quarterly and net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. For the current fiscal period, no such reclassifications were made.

 

Certain expenses are shared with The RBB Fund, Inc. (“RBB”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Trust or RBB 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 the Trust and RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.

 

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.

 

NOTE 3 — SECURITIES VALUATION

 

The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

15

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis. The Fund’s investments are carried at fair value.

 

Equity Securities – Securities that are primarily traded on a national securities exchange are valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and ask prices. Securities traded primarily in the Nasdaq Global Market System for which market quotations are readily available are valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available, such securities are valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and ask prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. If the market for a particular security is not active, and the mean between bid and ask prices is used, these securities are categorized in Level 2 of the fair value hierarchy.

 

Short-Term Investments – Investments in money market funds are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Short-term debt securities (maturing in 60 days or less), such as U.S. Treasury Bills, are valued at amortized cost, which approximates market value and are categorized in Level 2 of the fair value hierarchy.

 

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 net asset value. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated Torray Investment Partners LLC (formerly known as Torray 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.

 

Securities for which market quotations are not readily available, or if the closing price does not represent fair value, are valued following procedures approved by the Board. As of current fiscal period, no Fund portfolio securities were priced in accordance with such procedures.

 

The inputs or methodology used for valuing securities are not 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 securities as of current fiscal period:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stock

  $ 335,143,657     $     $     $ 335,143,657  

Short-Term Investment

    9,294,016                   9,294,016  

Total Investments*

  $ 344,437,673     $     $     $ 344,437,673  

 

*

Please refer to the Schedule of Investments for further details.

 

16

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

NOTE 4 — INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

 

The Trust has an agreement (the “Advisory Agreement”) with the Adviser to furnish investment advisory services and to pay for certain operating expenses of the Fund. Pursuant to the Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.85% of the Fund’s average daily net assets.

 

Effective December 9, 2022, the Adviser and the Fund entered into an Operating Expense Limitation Agreement (the “Agreement”) whereby the Adviser has contractually agreed to waive its fee and reimburse the Fund for its current Operating Expenses so as to limit the Fund’s current Operating Expenses (excluding certain items discussed below) to an annual rate, expressed as a percentage of the Fund’s average annual net assets, of 0.95% (the “Expense Cap”). For purposes of the Agreement, 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, taxes, interest expense, dividends on securities sold short and extraordinary expenses. This contractual limitation is in effect until December 31, 2025 and may not be terminated without the approval of the Board. During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:

 

GROSS
ADVISORY FEE

WAIVERS AND/OR
REIMBURSEMENTS

NET
ADVISORY FEE

$1,347,163

$(25,000)

$1,322,163

 

Under the Agreement, if at any time the Fund’s total annual Fund Operating Expenses (not including acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) 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 (i) the expense limitations that were in effect at the time of the waiver or reimbursement and (ii) the current expense limit in effect at the time of the reimbursement.

 

As of the end of the current fiscal period, the Fund had amounts available for recoupment as follows:

 

Expiration
August 31,
2026

Expiration
August 31,
2027

Total

$29,208

$25,000

$54,208

 

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.

 

17

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

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 the Trust.

 

For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.

 

NOTE 5 — TRUSTEE AND OFFICER COMPENSATION

 

The Trustees of the Trust receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Trust. Vigilant Compliance, LLC is compensated for the services provided to the Trust. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Trust. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Trust. They are not compensated by the Fund or the Trust. For Trustee and Officer compensation amounts, please refer to the Statements of Operations.

 

NOTE 6 — SHARES OF BENEFICIAL INTEREST TRANSACTIONS

 

Transactions in shares of beneficial interest were as follows:

 

   

Period ended
2/29/24

   

Period ended
8/31/23

   

Year ended
12/31/22

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

 

Shares sold

    11,271     $ 559,863       22,174     $ 1,075,591       226,400     $ 11,219,486  

Reinvestment of distributions

    355,475       16,709,221       42,498       1,977,768       577,797       27,906,740  

Shares redeemed

    (322,463 )     (15,630,074 )     (458,561 )     (21,953,250 )     (1,238,188 )     (62,560,802 )
      44,283     $ 1,639,010       (393,889 )   $ (18,899,891 )     (433,991 )   $ (23,434,576 )

 

18

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of February 29, 2024 (unaudited)

 

 

NOTE 7 — INVESTMENT TRANSACTIONS

 

During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

PURCHASES

SALES

$19,033,881

$27,116,476

 

There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.

 

NOTE 8 — TAX MATTERS

 

Distributions to shareholders are determined in accordance with United States federal income tax regulations, which may differ from GAAP.

 

The tax character of distributions paid during the period ended August 31, 2023, and the years ended December 31, 2022, and December 31, 2021 were as follows:

 

   

August 31,
2023

   

December 31,
2022

   

December 31,
2021

 

Distributions paid from:

                       

Ordinary Income

  $ 2,189,731     $ 4,709,901     $ 16,352,813  

Long-Term Capital Gains

          26,886,629       21,969,794  
    $ 2,189,731     $ 31,596,530     $ 38,322,607  

 

As of August 31, 2023, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income

                  $ 663,889  

Undistributed long-term capital gain

                    16,526,311  

Net unrealized appreciation/(depreciation)

                    108,656,865  

Total accumulated earnings

                  $ 125,847,065  

 

As of August 31, 2023, the Fund did not have any capital loss carryovers. A regulated investment company 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 taxable period 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 Fund had no tax basis post October losses or qualified late-year losses.

 

19

 

 

The Torray Fund

 

 

NOTES TO FINANCIAL STATEMENTS (concluded)

 

As of February 29, 2024 (unaudited)

 

 

The cost basis of investments for federal income tax purposes at August 31, 2023, the Fund’s most recently completed fiscal year end, were as follows:

 

   

August 31,
2023

 

Gross unrealized appreciation

  $ 115,720,189  

Gross unrealized (depreciation)

    (7,063,324 )

Net unrealized appreciation

    108,656,865  

Cost

  $ 209,844,326  

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the differences in tax treatment of wash sales.

 

NOTE 9 — SECTOR RISK AND GENERAL RISK

 

As of the current fiscal period, the Fund had a significant portion of its assets invested in the Financials sector. The Financials sector may be more greatly impacted by the performance of the overall economy, interest rates, competition, and consumer confidence spending.

 

For purposes of financial statement reporting, 36.6% of portfolio holdings as of the current fiscal period were classified according to Global Industry Classification Standards (GICS) as belonging to the Financials sector. However, the Fund believes the actual Financials concentration risk to be below that shown for the Financials sector, as several of the constituent companies are diversified holding companies, with portions of their businesses falling outside the sector.

 

NOTE 10 — COMMITMENTS AND CONTINGENCIES

 

The Fund indemnifies its officers and Trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

 

NOTE 11 — 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 were the following subsequent event: The Fund paid the following distribution:

 

 

Record Date

   

Ex-Date

   

Pay Date

   

Distribution Rate
Per Share

 
    March 27, 2024       March 28, 2024       March 28, 2024     $ 0.20128735  

 

20

 

 

The Torray Fund

 

 

Other Information

 

As of February 29, 2024 (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 (800) 626-9769 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

Quarterly Portfolio Schedules

 

The Trust 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 Trust’s Forms N-PORT filings are available on the SEC’s website at http://www.sec.gov.

 

21

 

 

INVESTMENT Adviser

 

 

Torray Investment Partners LLC
7501 Wisconsin Avenue, Suite 750 W
Bethesda, MD 20814

 

ADMINISTRATOR AND TRANSFER AGENT

 

 

U.S. Bank Global Fund Services
615 E. Michigan Street
Milwaukee, WI 53202

 

CUSTODIAN

 

 

U.S. Bank, N.A.
1555 North River Center Drive, Suite 302
Milwaukee, WI 53212

 

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

 

Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

 

UNDERWRITER

 

 

Quasar Distributors, LLC
3 Canal Plaza, Suite 100
Portland, ME 04101

 

LEGAL COUNSEL

 

 

Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103-6996

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. All indices are unmanaged groupings of stocks that are not available for investment.

 

The

TORRAY

FUND

of The RBB Fund Trust

 

SEMI-ANNUAL REPORT

FEBRUARY 29, 2024

 

funds.torray.com

 

(301) 493-4600
(800) 626-9769

 

Torray-SAR24

 

 

 

 

 

(b)Not applicable

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

Item 6. Investments.

 

(a)The Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, 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.

1

 

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, as amended (the “1940 Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended. 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 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable.

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

2

 

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 Trust  
     
By (Signature and Title)* /s/ Steven Plump  
  Steven Plump, President  
  (principal executive officer)  
     
Date 4/30/24  

  

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 4/30/24  
     
By (Signature and Title)* /s/ James G. Shaw  
  James G. Shaw, Chief Financial Officer  
  (principal financial officer)  
     
Date 4/30/24  

 

*Print the name and title of each signing officer under his or her signature.

 

3

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

fp0087283-1_ex99cert.htm

fp0087283-1_ex99906cert.htm