(a)
|
|
•
|
From November 3, 2022 to January 27, 2023, the strategy was in cash and T-Bills while the S&P 500 moved higher. This strategy characteristic is normal as the strategy market regime filter does not pick
exact tops and bottoms. Invariably, ADPV will be in cash and T-Bills at market bottoms, which are only known as market bottoms in hindsight.
|
|
•
|
From March 6, 2023 to March 17, 2023, the Financial Sector (using XLF) drops -14% the Regional Banking Industry (using KRE) drops -27% in 10 trading days, the most for either area in over a decade. While the
Fund does not own the Regional Banks most affected during the crisis, such as Silicon Valley Bank or Signature Bank (as examples), its largest weighting was Financials, which experienced a once in a decade discounting event.
|
1
|
XLF: The Financial Select Sector SPDR® Fund seeks to provide investment results that, before expenses, correspond generally to
the price and yield performance of the Financial Select Sector Index (the “Index”)
|
2
|
KRE: The SPDR® S&P® Regional Banking ETF
seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P® Regional Banks Select
Industry Index (the “Index”)
|
Since Inception(1)
|
|
AdaptivTM Select ETF – NAV
|
-10.24%
|
AdaptivTM Select ETF – Market
|
-9.37%
|
S&P 500 Index(2)
|
14.63%
|
(1)
|
Commencement date of the Fund was November 3, 2022.
|
(2)
|
The S&P 500 Index is an unmanaged, capitalization-weighted index generally representative of the U.S. market for large capitalization stocks. One cannot invest directly in an index.
|
Beginning
|
Ending
|
||
Account Value
|
Account Value
|
Expenses Paid(1)
|
|
5/1/2023
|
10/31/2023
|
(5/1/2023 to 10/31/23)
|
|
Actual(2)
|
$1,000.00
|
$ 987.30
|
$5.01
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,020.16
|
$5.09
|
(1)
|
Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.00%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half
year period.
|
(2)
|
Based on the actual NAV return for the six-month period ended October 31, 2023 of -1.27%.
|
(1)
|
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
|
Principal
|
||||||||
Amount
|
Value
|
|||||||
SHORT-TERM INVESTMENTS – 99.01%
|
||||||||
U.S. Treasury Bills – 99.01%
|
||||||||
Maturity Date: 11/21/2023, Yield to Maturity: 5.44% (a)
|
$
|
15,333,000
|
$
|
15,287,980
|
||||
Maturity Date: 12/19/2023, Yield to Maturity: 5.47% (a)
|
15,333,000
|
15,224,545
|
||||||
Maturity Date: 01/25/2024, Yield to Maturity: 5.50% (a)
|
15,333,000
|
15,140,847
|
||||||
Total U.S. Treasury Bills
|
||||||||
(Cost $45,652,976)
|
45,653,372
|
|||||||
Total Short-Term Investments
|
||||||||
(Cost $45,652,976) – 99.01%
|
45,653,372
|
|||||||
Other Assets in Excess of Liabilities – 0.99%
|
456,169
|
|||||||
Total Net Assets – 100.00%
|
$
|
46,109,541
|
(a)
|
Zero coupon bond. Yield to maturity is listed.
|
ASSETS:
|
||||
Investments, at value (Cost $45,652,976)
|
$
|
45,653,372
|
||
Receivable for investments sold
|
45,892,575
|
|||
Dividends and interest receivable
|
14,494
|
|||
Cash
|
209,410
|
|||
Other receivables
|
34,313
|
|||
Total assets
|
91,804,164
|
|||
LIABILITIES:
|
||||
Payable for investments purchased
|
45,652,976
|
|||
Payable to Adviser
|
41,647
|
|||
Total liabilities
|
45,694,623
|
|||
NET ASSETS
|
$
|
46,109,541
|
||
NET ASSETS CONSIST OF:
|
||||
Paid-in capital
|
$
|
51,897,775
|
||
Total accumulated loss
|
(5,788,234
|
)
|
||
Total net assets
|
$
|
46,109,541
|
||
Net assets
|
$
|
46,109,541
|
||
Shares issued and outstanding(1)
|
2,060,000
|
|||
Net asset value
|
$
|
22.38
|
(1)
|
Unlimited shares authorized without par value.
|
INVESTMENT INCOME:
|
||||
Dividend income
|
$
|
252,720
|
||
Interest income
|
203,065
|
|||
Total investment income
|
455,785
|
|||
EXPENSES:
|
||||
Investment advisory fees (See Note 3)
|
394,534
|
|||
Total expenses
|
394,534
|
|||
NET INVESTMENT INCOME
|
61,251
|
|||
REALIZED AND CHANGE IN UNREALIZED LOSS ON INVESTMENTS:
|
||||
Net realized gain (loss) on:
|
||||
Investments
|
(5,985,822
|
)
|
||
Redemption in-kind transactions
|
575,751
|
|||
Net realized gain (loss)
|
(5,410,071
|
)
|
||
Net change in unrealized appreciation on:
|
||||
Investments
|
396
|
|||
Net change in unrealized appreciation
|
396
|
|||
Net realized and change in unrealized gain (loss) on investments
|
(5,409,675
|
)
|
||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
(5,348,424
|
)
|
(1)
|
Commencement date of the Fund was November 3, 2022.
|
For the Period
|
||||
Inception through
|
||||
October 31, 2023(1)
|
||||
OPERATIONS:
|
||||
Net investment income
|
$
|
61,251
|
||
Net realized gain (loss):
|
||||
Investments
|
(5,985,822
|
)
|
||
Redemption in-kind transactions
|
575,751
|
|||
Net change in net unrealized appreciation on investments
|
396
|
|||
Net decrease in net assets resulting from operations
|
(5,348,424
|
)
|
||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||
From distributable earnings (See Note 4)
|
(42,827
|
)
|
||
CAPITAL SHARE TRANSACTIONS:
|
||||
Proceeds from shares sold
|
58,219,829
|
|||
Payments for shares redeemed
|
(6,719,359
|
)
|
||
Transaction fees (See Note 6)
|
322
|
|||
Net increase in net assets resulting from capital share transactions(2)
|
51,500,792
|
|||
TOTAL NET INCREASE IN NET ASSETS
|
46,109,541
|
|||
NET ASSETS:
|
||||
Beginning of period
|
—
|
|||
End of period
|
$
|
46,109,541
|
(1)
|
Commencement date of the Fund was November 3, 2022.
|
(2)
|
A summary of capital share transactions is as follows:
|
Shares
|
||||
SHARE TRANSACTIONS:
|
||||
Issued
|
2,340,000
|
|||
Redeemed
|
(280,000
|
)
|
||
Net increase in shares outstanding
|
2,060,000
|
For the Period
|
||||
Inception through
|
||||
October 31, 2023(1)
|
||||
PER SHARE DATA:
|
||||
Net asset value, beginning of period
|
$
|
25.00
|
||
INVESTMENT OPERATIONS:
|
||||
Net investment income(2)
|
0.04
|
|||
Net realized and unrealized loss on investments
|
(2.60
|
)
|
||
Total from investment operations
|
(2.56
|
)
|
||
LESS DISTRIBUTIONS:
|
||||
From net investment income
|
(0.06
|
)
|
||
CAPITAL SHARE TRANSACTIONS:
|
||||
Transaction fees (see Note 6)
|
0.00
|
(3)
|
||
Net Asset Value, end of period
|
$
|
22.38
|
||
Total return, at NAV(4)(6)
|
-10.24
|
%
|
||
Total return, at Market(5)(6)
|
-9.37
|
%
|
||
SUPPLEMENTAL DATA AND RATIOS:
|
||||
Net assets, end of period (in thousands)
|
$
|
46,110
|
||
Ratio of expenses to average net assets(7)
|
1.00
|
%
|
||
Ratio of net investment income to average net assets(7)
|
0.16
|
%
|
||
Portfolio turnover rate(6)(8)(9)
|
499
|
%
|
(1)
|
Commencement date of the Fund was November 3, 2022.
|
(2)
|
Calculated based on average shares outstanding during the period.
|
(3)
|
Less than $0.005 per share.
|
(4)
|
Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during
the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to the differences between the
market price of the shares and the net asset value per share of the Fund.
|
(5)
|
Market value total return is calculated assuming an initial investment made at market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, if
any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price on the NYSE Arca. The composite closing
price is the last reported sale, regardless of volume, and not an average price, and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s
closing price on the NYSE Arca.
|
(6)
|
Not annualized for periods less than one year.
|
(7)
|
Annualized for periods less than one year.
|
(8)
|
Excludes impact of in-kind transactions.
|
(9)
|
The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments and securities sold short). The denominator includes the average fair value of long
positions held throughout the period.
|
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.
|
Investments at Fair Value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets
|
||||||||||||||||
U.S. Treasury Bills
|
$
|
—
|
$
|
45,653,372
|
$
|
—
|
$
|
45,653,372
|
||||||||
Total
|
$
|
—
|
$
|
45,653,372
|
$
|
—
|
$
|
45,653,372
|
Tax cost of investments*
|
$
|
48,018,530
|
||
Gross unrealized appreciation
|
$
|
396
|
||
Gross unrealized depreciation
|
(2,365,554
|
)
|
||
Net unrealized depreciation
|
(2,365,158
|
)
|
||
Undistributed ordinary income
|
18,424
|
|||
Undistributed long-term capital gains
|
—
|
|||
Other accumulated losses
|
(3,441,500
|
)
|
||
Total accumulated loss
|
$
|
(5,788,234
|
)
|
*
|
Represents cost for federal income tax purposes and differs from the cost for financial reporting purposes due to wash sales.
|
Total Accumulated Loss
|
Paid-in Capital
|
||
$(396,983)
|
$396,983
|
Ordinary Income
|
Total Distributions Paid
|
||
$42,827
|
$42,827
|
Purchases
|
Sales
|
Creation In-Kind
|
Redemptions In-Kind
|
|||||||||||||
U.S. Government
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Other
|
$
|
175,514,402
|
$
|
192,487,647
|
$
|
29,083,440
|
$
|
6,635,948
|
Number of
|
|||||
Portfolios
|
|||||
in Fund
|
Other
|
||||
Positions
|
Term of Office
|
Complex(2)
|
Directorships
|
||
Name and
|
with
|
and Length of
|
Principal Occupations
|
Overseen
|
Held During
|
Year of Birth
|
the Trust
|
Time Served
|
During Past Five Years
|
by Trustees
|
Past Five Years
|
Independent Trustees of the Trust(1)
|
|||||
Koji Felton
|
Trustee
|
Indefinite Term;
|
Retired.
|
2
|
Independent
|
(born 1961)
|
Since
|
Trustee, Listed
|
|||
September
|
Funds Trust
|
||||
2015.
|
(15 portfolios)
|
||||
(Since 2019).
|
|||||
Debra McGinty-Poteet
|
Trustee
|
Indefinite Term;
|
Retired.
|
2
|
Independent
|
(born 1956)
|
Since
|
Trustee, F/m
|
|||
September
|
Funds Trust
|
||||
2015.
|
(3 portfolios)
|
||||
(Since May
|
|||||
2015).
|
|||||
Daniel B. Willey
|
Trustee
|
Indefinite Term;
|
Retired. Chief Compliance
|
2
|
None
|
(born 1955)
|
Since
|
Officer, United Nations
|
|||
September
|
Joint Staff Pension Fund
|
||||
2015.
|
(2009 – 2017).
|
||||
Interested Trustee
|
|||||
Elaine E. Richards(3)
|
Chair,
|
Indefinite Term;
|
Senior Vice President,
|
2
|
None
|
(born 1968)
|
Trustee
|
Since
|
U.S. Bancorp Fund Services,
|
||
July
|
LLC (since 2007).
|
||||
2021
|
|||||
Officers of the Trust
|
|||||
Ryan L. Roell
|
President and
|
Indefinite Term;
|
Vice President,
|
Not
|
Not
|
(born 1973)
|
Principal
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
Executive
|
July
|
Services, LLC (since 2005).
|
|||
Officer
|
2019.
|
||||
Cullen O. Small(4)
|
Vice
|
Indefinite Term;
|
Vice President,
|
Not
|
Not
|
(born 1987)
|
President,
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
Treasurer and
|
January
|
Services, LLC (since 2010).
|
|||
Principal
|
2019.
|
||||
Financial
|
|||||
Officer
|
Number of
|
|||||
Portfolios
|
|||||
in Fund
|
Other
|
||||
Positions
|
Term of Office
|
Complex(2)
|
Directorships
|
||
Name and
|
with
|
and Length of
|
Principal Occupations
|
Overseen
|
Held During
|
Year of Birth
|
the Trust
|
Time Served
|
During Past Five Years
|
by Trustees
|
Past Five Years
|
Douglas Schafer(4)
|
Vice
|
Indefinite Term;
|
Assistant Vice President,
|
Not
|
Not
|
(born 1970)
|
President,
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
Treasurer and
|
November
|
Services, LLC (since 2002).
|
|||
Principal
|
2023.
|
||||
Financial
|
|||||
Officer
|
|||||
Donna Barrette
|
Vice
|
Indefinite Term;
|
Senior Vice President
|
Not
|
Not
|
(born 1966)
|
President,
|
Since
|
and Compliance Officer,
|
Applicable
|
Applicable
|
Chief
|
November
|
U.S. Bancorp Fund
|
|||
Compliance
|
2019.
|
Services,LLC (since 2004).
|
|||
Officer and
|
|||||
Anti-Money
|
|||||
Laundering
|
|||||
Officer
|
|||||
Adam W. Smith
|
Secretary
|
Indefinite Term;
|
Vice President,
|
Not
|
Not
|
(born 1981)
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
|
June
|
Services, LLC (since 2012).
|
||||
2019.
|
|||||
Richard E. Grange
|
Assistant
|
Indefinite Term;
|
Officer, U.S. Bank
|
Not
|
Not
|
(born 1982)
|
Treasurer
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
October
|
Services, LLC (since 2017).
|
||||
2022.
|
|||||
Leone Logan(4)
|
Assistant
|
Indefinite Term;
|
Officer, U.S. Bank
|
Not
|
Not
|
(born 1986)
|
Treasurer
|
Since
|
U.S. Bancorp Fund
|
Applicable
|
Applicable
|
November
|
Services, LLC (since 2022):
|
||||
2023.
|
Senior Financial Reporting
|
||||
Analyst, BNY Mellon
|
|||||
(2014-2022)
|
(1)
|
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
|
(2)
|
As of the date October 31, 2023, the Trust was comprised of 19 portfolios (including the Fund) managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not
hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series within the Trust.
|
(3)
|
Ms. Richards, as a result of her employment with U.S. Bancorp Fund Services, LLC, which acts as transfer agent, administrator, and fund accountant to the Trust, is considered to be an “interested person” of the
Trust, as defined by the 1940 Act.
|
(4)
|
Refer to Note 9 in Notes to the Financial Statements.
|
•
|
Information we receive about you on applications or other forms;
|
|
•
|
Information you give us orally; and/or
|
|
•
|
Information about your transactions with us or others
|
(b)
|
Not applicable.
|
FYE 10/31/2023
|
|
(a) Audit Fees
|
$14,000
|
(b) Audit-Related Fees
|
$0
|
(c) Tax Fees
|
$3,500
|
(d) All Other Fees
|
$0
|
FYE 10/31/2023
|
|
Audit-Related Fees
|
0%
|
Tax Fees
|
0%
|
All Other Fees
|
0%
|
Non-Audit Related Fees
|
FYE 10/31/2023
|
Registrant
|
$0
|
Registrant’s Investment Adviser
|
$0
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not applicable.
|
(a)
|
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of
this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are
effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
|
I.
|
HONEST AND ETHICAL CONDUCT
|
II.
|
FINANCIAL RECORDS AND
REPORTING
|
III.
|
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
|
IV.
|
COMPLIANCE WITH THIS CODE OF ETHICS
|
V.
|
AMENDMENT AND WAIVER
|
1.
|
I have reviewed this report on Form N-CSR of Series Portfolios Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting 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; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: 1/4/2024
|
/s/Ryan Roell
Ryan Roell President |
1.
|
I have reviewed this report on Form N-CSR of Series Portfolios Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting 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; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: 1/4/2024
|
/s/Douglas Schafer
Douglas Schafer Treasurer |
/s/Ryan Roell
Ryan Roell
President, Series Portfolios Trust
|
/s/Douglas Schafer
Douglas Schafer
Treasurer, Series Portfolios Trust
|
Dated: 1/4/2024
|
Dated: 1/4/2024
|
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