SEMI-ANNUAL REPORT
|
|
NORTH SQUARE GLOBAL RESOURCES & INFRASTRUCTURE FUND
|
|
SEPTEMBER 30, 2019
|
|
Fund Performance
|
1
|
||
Schedule of Investments
|
2
|
||
Statement of Assets and Liabilities
|
6
|
||
Statement of Operations
|
7
|
||
Statement of Changes in Net Assets
|
8
|
||
Financial Highlights
|
9
|
||
Notes to Financial Statements
|
11
|
||
Supplemental Information
|
16
|
||
Expense Example
|
22
|
Average Annual
|
||||||
Total Returns
|
Since
|
Inception
|
||||
as of September 30, 2019
|
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Inception
|
Date
|
Before deducting maximum sales charge
|
||||||
Class A1
|
(7.08)%
|
(14.89)%
|
1.77%
|
(0.58)%
|
2.13%
|
09/28/12
|
Class I2
|
(7.06)%
|
(14.69)%
|
2.01%
|
(0.33)%
|
2.39%
|
09/28/12
|
After deducting maximum sales charge
|
||||||
Class A1
|
(12.43)%
|
(19.78)%
|
(0.22)%
|
(1.75)%
|
1.27%
|
09/28/12
|
MSCI ACWI Index
|
3.59%
|
1.38%
|
9.71%
|
6.65%
|
8.83%
|
09/28/12
|
S&P Global Natural Resources Index
|
(4.81)%
|
(10.98)%
|
6.97%
|
1.11%
|
1.01%
|
09/28/12
|
1
|
Maximum sales charge for Class A shares is 5.75%. No initial sales charge applies on investments of $500,000 or more, but a contingent deferred sales charge (“CDSC”) of 1.00% will be imposed on certain
redemptions of such shares within 12 months of the date of purchase.
|
2
|
Class I shares do not have any initial or CDSC.
|
Number
|
|||||||
of Shares
|
Value
|
||||||
COMMON STOCKS – 99.5%
|
|||||||
AUSTRALIA – 5.0%
|
|||||||
9,400
|
BHP Group Ltd. – ADR
|
$
|
464,172
|
||||
BRAZIL – 4.9%
|
|||||||
19,864
|
BRF SA – ADR*
|
181,954
|
|||||
15,243
|
Ultrapar Participacoes SA – ADR
|
68,136
|
|||||
17,730
|
Vale SA – ADR
|
203,895
|
|||||
453,985
|
|||||||
CANADA – 9.2%
|
|||||||
11,521
|
Barrick Gold Corp.
|
199,659
|
|||||
4,363
|
Canadian Natural Resources Ltd.
|
116,187
|
|||||
1,664
|
Enbridge Inc.
|
58,373
|
|||||
4,636
|
Nutrien Ltd.
|
231,244
|
|||||
5,716
|
Suncor Energy, Inc.
|
180,511
|
|||||
1,405
|
TC Energy Corp
|
72,765
|
|||||
858,739
|
|||||||
FRANCE – 3.8%
|
|||||||
6,836
|
TOTAL SA – ADR
|
355,472
|
|||||
IRELAND – 0.9%
|
|||||||
2,710
|
Smurfit Kappa Group PLC
|
81,102
|
|||||
ITALY – 1.5%
|
|||||||
4,563
|
Eni SpA – ADR
|
139,126
|
|||||
LUXEMBOURG – 0.8%
|
|||||||
5,417
|
ArcelorMittal – ADR
|
77,138
|
|||||
NETHERLANDS – 5.0%
|
|||||||
7,965
|
Royal Dutch Shell PLC – Class A – ADR
|
468,740
|
|||||
REPUBLIC OF KOREA – 0.3%
|
|||||||
658
|
POSCO – ADR
|
31,031
|
|||||
RUSSIAN FEDERATION – 0.7%
|
|||||||
850
|
LUKOIL PJSC – ADR
|
70,321
|
|||||
SWITZERLAND – 2.7%
|
|||||||
85,240
|
Glencore plc
|
256,513
|
|||||
UNITED KINGDOM – 10.3%
|
|||||||
12,885
|
Anglo American PLC*
|
296,448
|
|||||
12,500
|
BP p.l.c – ADR
|
474,875
|
|||||
3,670
|
Rio Tinto plc – ADR
|
191,170
|
|||||
962,493
|
Number
|
|||||||
of Shares
|
Value
|
||||||
COMMON STOCKS (Continued)
|
|||||||
UNITED STATES – 54.4%
|
|||||||
948
|
Air Products & Chemicals, Inc.
|
$
|
210,323
|
||||
2,710
|
Alcoa Corp.*
|
54,390
|
|||||
6,042
|
Archer-Daniels-Midland Co.
|
248,145
|
|||||
2,505
|
Bunge Ltd.
|
141,833
|
|||||
654
|
Caterpillar, Inc.
|
82,607
|
|||||
3,719
|
CF Industries Holdings, Inc.
|
182,975
|
|||||
2,713
|
Cheniere Energy, Inc.*
|
171,082
|
|||||
2,330
|
Chevron Corp.
|
276,338
|
|||||
1,362
|
ConocoPhillips
|
77,607
|
|||||
1,466
|
Corteva, Inc.*
|
41,048
|
|||||
1,400
|
Deere & Co.
|
236,152
|
|||||
1,336
|
Dow, Inc.
|
63,660
|
|||||
1,086
|
DuPont de Nemours, Inc.
|
77,443
|
|||||
2,442
|
EOG Resources, Inc.
|
181,245
|
|||||
4,852
|
Exxon Mobil Corp.
|
342,600
|
|||||
25,637
|
Freeport-McMoRan, Inc.*
|
245,346
|
|||||
4,840
|
Green Plains, Inc.
|
51,280
|
|||||
4,893
|
Halliburton Co.
|
92,233
|
|||||
2,840
|
International Paper Co.
|
118,769
|
|||||
4,645
|
Kinder Morgan, Inc. of Delaware
|
95,733
|
|||||
600
|
LyondellBasell Industries N.V. – Class A
|
53,682
|
|||||
4,252
|
Marathon Petroleum Corp.
|
258,309
|
|||||
2,310
|
Newmont Goldcorp Corp.
|
87,595
|
|||||
6,500
|
Noble Energy, Inc.
|
145,990
|
|||||
2,259
|
Nucor Corp.
|
115,006
|
|||||
2,869
|
Olin Corp.
|
53,708
|
|||||
688
|
Packaging Corp of America
|
72,997
|
|||||
1,254
|
Phillips 66
|
128,410
|
|||||
2,023
|
Pioneer Natural Resources Co.
|
254,433
|
|||||
2,126
|
Schlumberger Ltd.
|
72,645
|
|||||
1,000
|
Southern Copper Corp.
|
34,130
|
|||||
5,346
|
Steel Dynamics, Inc.
|
159,311
|
|||||
3,760
|
United States Steel Corp.
|
43,428
|
|||||
801
|
Valero Energy Corp.
|
68,277
|
|||||
760
|
Vulcan Materials Co.
|
114,942
|
|||||
4,257
|
WestRock Co.
|
155,168
|
|||||
9,937
|
Weyerhaeuser Co.
|
275,255
|
|||||
5,084,095
|
|||||||
TOTAL COMMON STOCKS
|
|||||||
(Cost $9,405,056)
|
9,302,927
|
Number
|
|||||||
of Shares
|
Value
|
||||||
SHORT-TERM INVESTMENT – 0.5%
|
|||||||
45,722
|
First American Treasury Obligations Fund – Class X, 1.87%1
|
$
|
45,722
|
||||
TOTAL SHORT-TERM INVESTMENT
|
|||||||
(Cost $45,722)
|
45,722
|
||||||
TOTAL INVESTMENTS – 100.0%
|
|||||||
(Cost $9,450,778)
|
9,348,649
|
||||||
Other Assets in Excess of Liabilities – 0.0%
|
2,130
|
||||||
TOTAL NET ASSETS – 100.0%
|
$
|
9,350,779
|
*
|
Non-income producing security.
|
1
|
The rate is the annualized seven-day yield at period end.
|
Percent of Total
|
||||
Security Type/Sector
|
Net Assets
|
|||
Common Stocks
|
||||
Energy
|
45.2
|
%
|
||
Materials
|
44.8
|
%
|
||
Consumer Staples
|
6.1
|
%
|
||
Industrials
|
3.4
|
%
|
||
Total Common Stocks
|
99.5
|
%
|
||
Short-Term Investment
|
0.5
|
%
|
||
Total Investments
|
100.0
|
%
|
||
Other Assets in Excess of Liabilities
|
0.0
|
%
|
||
Total Net Assets
|
100.0
|
%
|
Assets:
|
||||
Investments, at value (cost $9,450,778)
|
$
|
9,348,649
|
||
Receivables:
|
||||
Dividends and interest
|
28,841
|
|||
Due from Advisor (Note 4)
|
13,336
|
|||
Prepaid Expenses
|
12,962
|
|||
Total assets
|
9,403,788
|
|||
Liabilities:
|
||||
Payables:
|
||||
Fund administration fees
|
18,550
|
|||
Auditing fees
|
9,200
|
|||
Shareholder reporting fees
|
6,503
|
|||
Shareholder servicing fees (Note 6)
|
4,452
|
|||
Due to custodian
|
5,291
|
|||
Custody fees
|
1,971
|
|||
Chief Compliance Officer fees (Note 4)
|
1,315
|
|||
Distribution fees – Class A (Note 7)
|
1,008
|
|||
Accrued other expenses
|
4,719
|
|||
Total liabilities
|
53,009
|
|||
Net Assets
|
$
|
9,350,779
|
||
Components of Net Assets:
|
||||
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)
|
$
|
10,722,022
|
||
Total distributable earnings (loss)
|
(1,371,243
|
)
|
||
Net Assets
|
$
|
9,350,779
|
||
Maximum Offering Price per Share:
|
||||
Class A Shares:
|
||||
Net assets applicable to shares outstanding
|
$
|
2,465,406
|
||
Shares of beneficial interest issued and outstanding
|
232,769
|
|||
Redemption price
|
$
|
10.59
|
||
Maximum sales charge (5.75% of offering price)*
|
$
|
0.65
|
||
Maximum offering price to public
|
$
|
11.24
|
||
Class I Shares:
|
||||
Net assets applicable to shares outstanding
|
$
|
6,885,373
|
||
Shares of beneficial interest issued and outstanding
|
645,500
|
|||
Redemption price
|
$
|
10.67
|
||
*
|
No sales charge applies on investments of $500,000 or more, but a Contingent Deferred Sales Charge (“CDSC”) of 1% will be imposed on certain redemptions of such shares within 12 months of the date of purchase.
|
Investment Income:
|
||||
Dividends (net of foreign withholding taxes of $9,575)
|
$
|
241,031
|
||
Interest
|
578
|
|||
Total investment income
|
241,609
|
|||
Expenses:
|
||||
Advisory fees (Note 4)
|
66,219
|
|||
Fund administration fees
|
31,716
|
|||
Registration fees
|
27,576
|
|||
Transfer agent fees and expenses
|
18,555
|
|||
Shareholder servicing fees (Note 6)
|
9,757
|
|||
Auditing fees
|
9,200
|
|||
Legal fees
|
7,072
|
|||
Custody fees
|
4,370
|
|||
Shareholder reporting fees
|
4,136
|
|||
Chief Compliance Officer fees (Note 4)
|
3,791
|
|||
Trustees' fees and expenses
|
3,744
|
|||
Distribution fees – Class A (Note 7)
|
3,228
|
|||
Miscellaneous
|
1,750
|
|||
Insurance fees
|
1,024
|
|||
Total expenses
|
192,138
|
|||
Less advisory fees waived & expenses reimbursed
|
(112,865
|
)
|
||
Net expenses
|
79,273
|
|||
Net investment income
|
162,336
|
|||
Realized and Unrealized Gain (Loss):
|
||||
Net realized loss on:
|
||||
Investments
|
(861,759
|
)
|
||
Foreign currency translation
|
(2,461
|
)
|
||
Net realized loss
|
(864,220
|
)
|
||
Net change in unrealized appreciation/depreciation on:
|
||||
Investments
|
(455,499
|
)
|
||
Foreign currency translation
|
134
|
|||
Net change in unrealized appreciation/depreciation
|
(455,365
|
)
|
||
Net realized and unrealized loss
|
(1,319,585
|
)
|
||
Net Decrease in Net Assets Resulting from Operations
|
$
|
(1,157,249
|
)
|
For the
|
||||||||
Period Ended
|
For the
|
|||||||
September 30, 2019
|
Year Ended
|
|||||||
(Unaudited)
|
March 31, 2019
|
|||||||
Increase (Decrease) in Net Assets from:
|
||||||||
Operations:
|
||||||||
Net investment income
|
$
|
162,336
|
390,647
|
|||||
Net realized gain (loss) on investments and foreign currency translation
|
(864,220
|
)
|
(251,845
|
)
|
||||
Net change in unrealized appreciation/depreciation
|
||||||||
on investments and foreign currency translation
|
(455,365
|
)
|
(1,515,390
|
)
|
||||
Net decrease in net assets resulting from operations
|
(1,157,249
|
)
|
(1,376,588
|
)
|
||||
Distributions to Shareholders:
|
||||||||
Distributions:
|
||||||||
Class A
|
—
|
(54,238
|
)
|
|||||
Class I
|
—
|
(338,608
|
)
|
|||||
Total
|
—
|
(392,846
|
)
|
|||||
Capital Transactions:
|
||||||||
Net proceeds from shares sold:
|
||||||||
Class A
|
5,015
|
20,666
|
||||||
Class I
|
246,001
|
2,831,291
|
||||||
Reinvestment of Distributions:
|
||||||||
Class A
|
—
|
54,238
|
||||||
Class I
|
—
|
322,580
|
||||||
Cost of shares redeemed:
|
||||||||
Class A
|
(158,601
|
)
|
(82,791
|
)
|
||||
Class I
|
(6,426,090
|
)
|
(6,570,928
|
)
|
||||
Net decrease in net assets from capital transactions
|
(6,333,675
|
)
|
(3,424,944
|
)
|
||||
Total decrease in net assets
|
(7,490,924
|
)
|
(5,194,378
|
)
|
||||
Net Assets:
|
||||||||
Beginning of period
|
16,841,703
|
22,036,081
|
||||||
End of period
|
$
|
9,350,779
|
$
|
16,841,703
|
||||
Capital Share Transactions:
|
||||||||
Shares sold:
|
||||||||
Class A
|
468
|
1,792
|
||||||
Class I
|
21,528
|
237,193
|
||||||
Shares reinvested:
|
||||||||
Class A
|
—
|
5,117
|
||||||
Class I
|
—
|
30,261
|
||||||
Shares redeemed:
|
||||||||
Class A
|
(14,499
|
)
|
(6,668
|
)
|
||||
Class I
|
(599,537
|
)
|
(578,107
|
)
|
||||
Net decrease in capital share transactions
|
(592,040
|
)
|
(310,412
|
)
|
For the
|
For the Period
|
|
||||||||||||||||||||||||||
Period Ended
|
|
December 1,
|
For the Year Ended
|
|||||||||||||||||||||||||
September 30, 2019
|
For the Year Ended March 31,
|
2015** through
|
November 30,
|
|||||||||||||||||||||||||
(Unaudited)
|
2019
|
2018
|
2017
|
March 31, 2016
|
2015
|
2014
|
||||||||||||||||||||||
Net asset value, beginning of period
|
$
|
11.40
|
$
|
12.33
|
$
|
11.50
|
$
|
9.03
|
$
|
9.90
|
$
|
11.83
|
$
|
11.49
|
||||||||||||||
Income from Investment Operations:
|
||||||||||||||||||||||||||||
Net investment income1
|
0.12
|
0.20
|
0.15
|
0.08
|
0.07
|
0.11
|
0.10
|
|||||||||||||||||||||
Net realized and unrealized gain (loss)
|
(0.93
|
)
|
(0.90
|
)
|
0.75
|
2.59
|
(0.76
|
)
|
(1.90
|
)
|
0.34
|
|||||||||||||||||
Total from investment operations
|
(0.81
|
)
|
(0.70
|
)
|
0.90
|
2.67
|
(0.69
|
)
|
(1.79
|
)
|
0.44
|
|||||||||||||||||
Less Distributions:
|
||||||||||||||||||||||||||||
From net investment income
|
—
|
(0.18
|
)
|
(0.07
|
)
|
(0.20
|
)
|
(0.18
|
)
|
(0.14
|
)
|
(0.02
|
)
|
|||||||||||||||
From return of capital
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.03
|
)
|
||||||||||||||||||||
From net realized gain
|
—
|
(0.05
|
)
|
—
|
—
|
—
|
—
|
(0.05
|
)
|
|||||||||||||||||||
Total distributions
|
—
|
(0.23
|
)
|
(0.07
|
)
|
(0.20
|
)
|
(0.18
|
)
|
(0.14
|
)
|
(0.10
|
)
|
|||||||||||||||
Net asset value, end of period
|
$
|
10.59
|
$
|
11.40
|
$
|
12.33
|
$
|
11.50
|
$
|
9.03
|
$
|
9.90
|
$
|
11.83
|
||||||||||||||
Total return2
|
(7.08
|
)%3
|
(5.58
|
)%
|
7.88
|
%
|
29.72
|
%
|
(7.01
|
)%3
|
(15.14
|
)%
|
3.84
|
%
|
||||||||||||||
Ratios and Supplemental Data:
|
||||||||||||||||||||||||||||
Net assets, end of period (in thousands)
|
$
|
2,465
|
$
|
2,814
|
$
|
3,039
|
$
|
1,409
|
$
|
1,250
|
$
|
1,756
|
$
|
3,033
|
||||||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||||||||||
Before fees waived and expenses absorbed
|
3.10
|
%4
|
2.57
|
%
|
2.68
|
%
|
2.54
|
%
|
14.70
|
%4
|
3.67
|
%
|
3.54
|
%
|
||||||||||||||
After fees waived and expenses absorbed
|
1.40
|
%4
|
1.40
|
%
|
1.40
|
%
|
1.40
|
%
|
1.53
|
%4
|
1.60
|
%
|
1.60
|
%
|
||||||||||||||
Ratio of net investment income (loss) to average net assets:
|
||||||||||||||||||||||||||||
Before fees waived and expenses absorbed
|
0.55
|
%
|
0.52
|
%
|
(0.02
|
)%
|
(0.35
|
)%
|
(10.83
|
)%4
|
(1.09
|
)%
|
(1.06
|
)%
|
||||||||||||||
After fees waived and expenses absorbed
|
2.25
|
%4
|
1.69
|
%
|
1.26
|
%
|
0.79
|
%
|
2.34
|
%4
|
0.98
|
%
|
0.88
|
%
|
||||||||||||||
Portfolio turnover rate5
|
3
|
%3
|
20
|
%
|
59
|
%
|
52
|
%
|
23
|
%3
|
19
|
%
|
24
|
%
|
*
|
Financial information from April 1, 2012 through June 30, 2017 is for the RidgeWorth Capital Innovations Global Resources and Infrastructure Fund, which was
reorganized into the Oak Ridge Global Resources & Infrastructure Fund as of the close of business June 30, 2017.
|
|
**
|
The Fund had a fiscal year end change from November 30 to March 31 and adopted the historical performance of the Predecessor Fund.
|
|
1
|
Based on average shares outstanding for the period.
|
|
2
|
Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown do not include payment of a sales load of 5.75% of
offering price. Returns shown do not include payment of a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 12 months of the date of purchase. If the sales load and CDSC were included, total returns would be
lower. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
|
|
3
|
Not annualized.
|
|
4
|
Annualized.
|
|
5
|
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
|
For the
|
|
For the Period
|
||||||||||||||||||||||||||
Period Ended
|
|
|
December 1,
|
For the Year Ended
|
||||||||||||||||||||||||
September 30, 2019
|
For the Year Ended March 31,
|
2015** through
|
November 30,
|
|||||||||||||||||||||||||
(Unaudited)
|
2019
|
2018
|
2017
|
March 31, 2016
|
2015
|
2014
|
||||||||||||||||||||||
Net asset value, beginning of period
|
$
|
11.47
|
$
|
12.38
|
$
|
11.54
|
$
|
9.04
|
$
|
9.91
|
$
|
11.84
|
$
|
11.50
|
||||||||||||||
Income from Investment Operations:
|
||||||||||||||||||||||||||||
Net investment income1
|
0.15
|
0.24
|
0.18
|
0.12
|
0.07
|
0.14
|
0.13
|
|||||||||||||||||||||
Net realized and unrealized gain (loss)
|
(0.95
|
)
|
(0.90
|
)
|
0.76
|
2.58
|
(0.76
|
)
|
(1.90
|
)
|
0.34
|
|||||||||||||||||
Total from investment operations
|
(0.80
|
)
|
(0.66
|
)
|
0.94
|
2.70
|
(0.69
|
)
|
(1.76
|
)
|
0.47
|
|||||||||||||||||
Less Distributions:
|
||||||||||||||||||||||||||||
From net investment income
|
—
|
(0.20
|
)
|
(0.10
|
)
|
(0.20
|
)
|
(0.18
|
)
|
(0.17
|
)
|
(0.04
|
)
|
|||||||||||||||
From return of capital
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.04
|
)
|
||||||||||||||||||||
From net realized gain
|
—
|
(0.05
|
)
|
—
|
—
|
—
|
—
|
(0.05
|
)
|
|||||||||||||||||||
Total distributions
|
—
|
(0.25
|
)
|
(0.10
|
)
|
(0.20
|
)
|
(0.18
|
)
|
(0.17
|
)
|
(0.13
|
)
|
|||||||||||||||
Net asset value, end of period
|
$
|
10.67
|
$
|
11.47
|
$
|
12.38
|
$
|
11.54
|
$
|
9.04
|
$
|
9.91
|
$
|
11.84
|
||||||||||||||
Total return2
|
(7.06
|
)%3
|
(5.25
|
)%
|
8.20
|
%
|
30.02
|
%
|
(6.93
|
)%3
|
(14.92
|
)%
|
4.12
|
%
|
||||||||||||||
Ratios and Supplemental Data:
|
||||||||||||||||||||||||||||
Net assets, end of period (in thousands)
|
$
|
6,885
|
$
|
14,028
|
$
|
18,997
|
$
|
7,421
|
$
|
1,955
|
$
|
3,336
|
$
|
12,532
|
||||||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||||||||||
Before fees waived and expenses absorbed
|
2.85
|
%4
|
2.32
|
%
|
2.43
|
%
|
2.38
|
%
|
14.19
|
%4
|
3.42
|
%
|
3.29
|
%
|
||||||||||||||
After fees waived and expenses absorbed
|
1.15
|
%4
|
1.15
|
%
|
1.15
|
%
|
1.15
|
%
|
1.28
|
%4
|
1.35
|
%
|
1.35
|
%
|
||||||||||||||
Ratio of net investment income (loss) to average net assets:
|
||||||||||||||||||||||||||||
Before fees waived and expenses absorbed
|
0.80
|
%4
|
0.77
|
%
|
0.23
|
%
|
(0.11
|
)%
|
(10.39
|
)%4
|
(0.84
|
)%
|
(0.81
|
)%
|
||||||||||||||
After fees waived and expenses absorbed
|
2.50
|
%4
|
1.94
|
%
|
1.51
|
%
|
1.12
|
%
|
2.52
|
%4
|
1.23
|
%
|
1.13
|
%
|
||||||||||||||
Portfolio turnover rate5
|
3
|
%3
|
20
|
%
|
59
|
%
|
52
|
%
|
23
|
%3
|
19
|
%
|
24
|
%
|
*
|
Financial information from April 1, 2012 through June 30, 2017 is for the RidgeWorth Capital Innovations Global Resources and Infrastructure Fund, which was
reorganized into the Oak Ridge Global Resources & Infrastructure Fund as of the close of business June 30, 2017.
|
|
**
|
The Fund had a fiscal year end change from November 30 to March 31 and adopted the historical performance of the Predecessor Fund.
|
|
1
|
Based on average shares outstanding for the period.
|
|
2
|
Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on
Fund distributions or the redemption of Fund shares.
|
|
3
|
Not annualized.
|
|
4
|
Annualized.
|
|
5
|
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
|
|
2021
|
$
|
182,936
|
|||
2022
|
239,338
|
||||
2023
|
112,865
|
||||
Total
|
$
|
535,139
|
Cost of investments
|
$
|
9,450,778
|
||
Gross unrealized appreciation
|
$
|
1,047,595
|
||
Gross unrealized depreciation
|
(1,149,724
|
)
|
||
Net unrealized depreciation on investments
|
$
|
(102,129
|
)
|
Undistributed ordinary income
|
$
|
142,032
|
||
Undistributed long-term capital gains
|
—
|
|||
Accumulated earnings
|
142,032
|
|||
Accumulated capital and other losses
|
(682,484
|
)
|
||
Net unrealized appreciation on investments
|
326,615
|
|||
Net unrealized depreciation on foreign currency translations
|
(196
|
)
|
||
Total accumulated deficit
|
$
|
(214,033
|
)
|
For the period ended
|
||||||||
September 30, 2019
|
March 31, 2019
|
|||||||
Distributions paid from:
|
||||||||
Ordinary income
|
$
|
—
|
$
|
318,531
|
||||
Net long-term capital gains
|
—
|
74,315
|
||||||
Total distributions paid
|
$
|
—
|
$
|
392,846
|
•
|
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.
|
Level 1
|
Level 2*
|
Level 3*
|
Total
|
|||||||||||||
Investments
|
||||||||||||||||
Common Stocks1
|
$
|
9,302,927
|
$
|
—
|
$
|
—
|
$
|
9,302,927
|
||||||||
Short-Term Investment
|
45,722
|
—
|
—
|
45,722
|
||||||||||||
Total Investments
|
$
|
9,348,649
|
$
|
—
|
$
|
—
|
$
|
9,348,649
|
1
|
All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by country, please refer to the Schedule of Investments.
|
*
|
The Fund did not hold any Level 2 or Level 3 securities at period end.
|
•
|
The Board noted that the Predecessor Fund’s performance was covered at a separate time. Its performance reflected positively to its Peer Group. It was ranked with four stars by Morningstar at that time. The Board also noted that the Predecessor Fund’s performance was ahead of its benchmark for the 1- and 3-year periods for the period since inception. | |
|
|
|
•
|
The Board noted that the Fund’s proposed management fee rate was below the median rate of the Peer Group. The Board noted that the Fund’s anticipated
total net expense ratio was below the median rate of the Peer Group.
|
Number of
|
||||||
Portfolios
|
||||||
in Fund
|
Other Directorship/
|
|||||
Name, Addressa,
|
Complex
|
Trusteeship
|
||||
Year of Birth and
|
Term of Office
|
Overseen
|
Positions held by
|
|||
Position(s) with
|
Position with
|
and Length of
|
Principal Occupations During
|
by
|
Trustee During
|
|
the Trust
|
the Trust
|
Time Servedb
|
the Past Five Years or Longer
|
Trusteec
|
the Past 5 Years
|
|
Independent Trustees
|
||||||
David B. Boon
|
Trustee
|
08/2018 to present
|
Chief Financial Officer and Managing
|
7
|
N/A
|
|
(1960)
|
Director, Eagle Capital Management, LLC
|
|||||
|
(since 2018); Chief Financial Officer and
|
|||||
|
Partner, Cedar Capital, LLC (2013 – 2018);
|
|||||
|
Managing Director, Putnam Investment
|
|||||
|
Management, LLC (2000 – 2013).
|
|||||
Donald J. Herrema
|
Chairman of the
|
08/2018 to present
|
Vice Chair and Chief Investment Officer,
|
7
|
Chairman (since 2013)
|
|
(1952)
|
Board and Trustee
|
Independent Life Insurance Company
|
and Director
|
|||
|
(since 2018); Financial Services Executive,
|
(since 2009), TD Asset
|
||||
|
Advisor and Founder of BlackSterling
|
Management USA Funds
|
||||
|
Partners, LLC (private investments and
|
Inc.; Director, Abel Noser
|
||||
|
advisory firm) (since 2004); Executive Vice
|
Holdings, LLC (since
|
||||
Chairman and Senior Advisor at Kennedy
|
2016); Member, USC
|
|||||
Wilson (real estate investment company)
|
Marshall Business School
|
|||||
(2009 – 2016).
|
Board (since 2010);
|
|||||
President and
|
||||||
Trustee, Christ Church
|
||||||
(2008 – 2016); Director,
|
||||||
Lepercq de Neuflize
|
||||||
(2009 – 2016); Chairman
|
||||||
and Trustee Emeritus
|
||||||
(since 2014), Trustee
|
||||||
(1995 – 2014), Whittier
|
||||||
College; Director, FEG
|
||||||
Investment Advisors
|
||||||
(since 2017); Director,
|
||||||
Independent Life
|
||||||
Insurance Company
|
||||||
|
(since 2018).
|
|||||
Catherine A. Zaharis
|
Trustee
|
08/2018 to present
|
Director, Professional/Employer Development,
|
7
|
Director, The
|
|
(1960)
|
Finance Department (since 2015), Adjunct
|
Vantagepoint Funds
|
||||
|
Lecturer (since 2010), and Business Director,
|
(2015 – 2016).
|
||||
|
MBA Finance Career Academy (2008 – 2015),
|
|||||
|
University of Iowa, Tippie College of Business;
|
|||||
|
Chair (2013 – 2016), Director (1999 – 2016),
|
|||||
|
and Investment Committee Member (1999 –
|
|||||
|
2013) and Chair (2003 – 2013),
|
|||||
|
University of Iowa Foundation.
|
|||||
Interested Trusteesd
|
||||||
Mark D. Goodwin
|
Trustee and
|
08/2018 to present
|
Chief Executive Officer, North Square
|
7
|
N/A
|
|
(1964)
|
President
|
Investments LLC (since July 2018); President
|
||||
and Chief Operating Officer (2015 – July 2018)
|
||||||
and Executive Vice President (2014 – 2015),
|
||||||
Oak Ridge Investments, LLC; Chief Operating
|
||||||
Officer, AmundiPioneer Asset Management Inc.
|
||||||
(2005 – 2014).
|
Number of
|
|||||
Portfolios
|
|||||
in Fund
|
Other Directorship/
|
||||
Name, Addressa,
|
Complex
|
Trusteeship
|
|||
Year of Birth and
|
Term of Office
|
Overseen
|
Positions held by
|
||
Position(s) with
|
Position with
|
and Length of
|
Principal Occupations During
|
by
|
Trustee During
|
the Trust
|
the Trust
|
Time Servedb
|
the Past Five Years or Longer
|
Trusteec
|
the Past 5 Years
|
Officers of the Trust:
|
|||||
Alan E. Molotsky
|
Treasurer
|
08/2018 to present
|
Chief Financial Officer, Chief Compliance Officer,
|
N/A
|
N/A
|
(1956)
|
and
|
General Counsel and Senior Managing Director,
|
|||
|
Secretary
|
North Square Investments, LLC (since July 2018);
|
|||
|
Chief Financial Officer, Chief Compliance Officer,
|
||||
|
General Counsel and Executive Vice President,
|
||||
|
Oak Ridge Investments LLC (2004 – July 2018).
|
||||
David J. Gaspar
|
Vice
|
08/2018 to present
|
Chief Operations and Information Officer and
|
N/A
|
N/A
|
(1954)
|
President
|
Senior Managing Director, North Square
|
|||
|
Investments, LLC (since July 2018); Chief
|
||||
|
Operations Officer, Chief Information Officer,
|
||||
|
Chief Information Security Officer and Executive
|
||||
|
Vice President, Oak Ridge Investments, LLC
|
||||
|
(2000 – July 2018).
|
||||
Douglas N. Tyre
|
Chief
|
09/2018 to present
|
Assistant Compliance Director, Cipperman
|
N/A
|
N/A
|
(1980)
|
Compliance
|
Compliance Services, LLC (since 2014);
|
|||
Officer
|
Client Services & Operations Specialist
|
||||
and Senior Associate, Echo Point Investment
|
|||||
Management LLC (2010 – 2014).
|
a
|
The business address of each Trustee and officer is c/o North Square Investments, LLC, 10 South LaSalle Street, Suite 1925, Chicago, Illinois 60603.
|
b
|
Trustees and officers serve until their successors are duly elected and qualified.
|
c
|
The term “Fund Complex” applies to the seven portfolios that currently comprise the Trust, which consists of the North Square Global Resources & Infrastructure
Fund and the six funds with a fiscal year end of May 31st: North Square Oak Ridge Small Cap Growth Fund, North Square International Small Cap Fund, North Square Dynamic Small Cap Fund, North Square Oak Ridge Disciplined Growth Fund, North
Square Multi Strategy Fund, and North Square Oak Ridge Dividend Growth Fund.
|
d
|
Mr. Goodwin is considered to be an “interested person” of the Trust as that term is defined in the 1940 Act by virtue of his positions with the Advisor.
|
Beginning
|
Ending
|
Expense Paid
|
|||||||||||
Account
|
Account
|
During
|
|||||||||||
Value
|
Value
|
Period*
|
|||||||||||
Global Resources & Infrastructure Fund
|
4/1/19
|
9/30/19
|
4/1/19 – 9/30/19
|
||||||||||
Class A
|
Actual Performance
|
$
|
1,000.00
|
$
|
929.20
|
$
|
6.75
|
||||||
|
Hypothetical (5% annual return before expenses)
|
$
|
1,000.00
|
$
|
1,018.00
|
$
|
7.06
|
||||||
Class I
|
Actual Performance
|
$
|
1,000.00
|
$
|
929.40
|
$
|
5.55
|
||||||
|
Hypothetical (5% annual return before expenses)
|
$
|
1,000.00
|
$
|
1,019.25
|
$
|
5.81
|
*
|
Expenses are equal to the Fund’s annualized expense ratios of 1.40% and 1.15% for Class A and Class I, respectively, multiplied by the average account value over the period, multiplied by 183/366 (to reflect
the sixth month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.
|
Ticker
|
CUSIP
|
||
North Square Global Resources & Infrastructure Fund – Class A
|
INNAX
|
66263L 106
|
|
North Square Global Resources & Infrastructure Fund – Class I
|
INNNX
|
66263L 205
|
(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 second fiscal quarter of the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(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
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.
|
1.
|
I have reviewed this report on Form N-CSR of North Square Investments 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 second fiscal quarter of 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: December 5, 2019
|
/s/Mark D. Goodwin
Mark D. Goodwin
President
|
1.
|
I have reviewed this report on Form N-CSR of North Square Investments 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 second fiscal quarter of 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: December 5, 2019
|
/s/Alan E. Molotsky
Alan E. Molotsky Treasurer
|
/s/Mark D. Goodwin
Mark D. Goodwin
President,
North Square Investments Trust
|
/s/Alan E. Molotsky
Alan E. Molotsky
Treasurer,
North Square Investments Trust
|
Dated: December 5, 2019
|
&UP1SIY96QL
M;W<](C N,# P,# P(B!X;7!'.F)L86-K/2(P+C P,# P,"(O/B \0!YJ'I0>OA[I'Q,?
M/A]I'Y0?OQ_J(!4@02!L()@@Q"#P(1PA2"%U(:$ASB'[(B
DY48WIK8SED(C\^(#QX.GAM<&UE
M=&$@>&UL;G,Z>#TB861O8F4Z;G,Z;65T82\B('@Z>&UP=&L](D%D;V)E(%A-
M4"!#;W)E(#4N-BUC,3,X(# &UP1SIY96QL;W<](CDU+C &UP
M1SIB;&%C:STB,"XP,# P,# B+SX@/')D9CIL:2!X;7!'.G-W871C:$YA;64]
M(E(],C4Q($<],3 &UP1SIB;&%C
M:STB,"XP,# P,# B+SX@/')D9CIL:2!X;7!'.G-W871C:$YA;64](E(],"!'
M/3$V.2!"/3$U-R(@>&UP1SIM;V1E/2)#35E+(B!X;7!'.G1Y<&4](E!23T-%
M4U,B('AM<$ &UP1SIB;&%C:STB-#$N-# V,C4P(B\^(#QR9&8Z;&D@>&UP
M1SIS=V%T8VA.86UE/2)2/3$P,B!'/3$P,B!"/3$P,B(@>&UP1SIM;V1E/2)#
M35E+(B!X;7!'.G1Y<&4](E!23T-%4U,B('AM<$.-5C6XAQ4E$ #/">[A0J:
MT)%>FA:P[=N,$I4M!(-(+$L8WR>))(#C^8X@=#O_ #8?]"4ORK_E.47R-;JU
MNE:WOCY#IONF[JDVNG6%30Q?''