N-CSRS 1 fp0088330-1_ncsrs.htm

As filed with the Securities and Exchange Commission on May 8, 2024

 

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

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

811-05518

Investment Company Act file number

 

THE RBB FUND, INC.
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Steven Plump, President

c/o U.S. Bancorp Fund Services, LLC

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)

 

 

SGI U.S. LARGE CAP CORE ETF

 

SGI DYNAMIC TACTICAL ETF

 

SGI ENHANCED GLOBAL INCOME ETF

 

SGI ENHANCED CORE ETF

 

of

 

The RBB Fund, Inc.

 

SEMI-ANNUAL REPORT

 

February 29, 2024
(Unaudited)

 

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

 

 

SGI U.S. LARGE CAP CORE ETF

 

Performance Data

February 29, 2024 (UNAUDITED)

 

Average Annual Total Returns for the periods ended February 29, 2024

 
 

Six
Months
(1)

Since
Inception
(2)

 

U.S. Large Cap Core ETF (at NAV)

16.45%

30.46%

 

U.S. Large Cap Core ETF (at Market Price)

16.55%

30.54%

 

S&P 500® Index(3)

13.93%

27.65%

 

 

 

(1)

Not annualized.

 

(2)

While the Fund commenced operations on March 30, 2023, the Fund began investing consistent with its investment objective on March 31, 2023.

 

(3)

Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself.

 

Fund Gross Expense Ratio: 0.85%

 

Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.

 

The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

 

SGI U.S. Large Cap Core ETF and Dynamic Tactical ETF

 

These ETFs are different from traditional ETFs.

 

Traditional ETFs tell the public what assets they hold each day. These ETFs will not. This may create additional risks for your investment. For example:

 

● You may have to pay more money to trade an ETF’s shares. These ETFs will provide less information to traders, who tend to charge more for trades when they have less information.

 

● The price you pay to buy ETF shares on an exchange may not match the value of the ETF’s portfolio. The same is true when you sell shares. These price differences may be greater for these ETFs compared to other ETFs because these ETFs provides less information to traders.

 

● These additional risks may be even greater in bad or uncertain market conditions.

 

● The SGI U.S. Large Cap Core ETF will publish on its website each day a “Proxy Portfolio” designed to help trading in shares of the ETF. While the Proxy Portfolio includes some of the ETF’s holdings, it is not the ETF’s actual portfolio.

 

The differences between these ETFs and other ETFs may also have advantages. By keeping certain information about an ETF portfolio secret, these ETFs may face less risk that other traders can predict or copy its investment strategy. This may improve the ETFs’ performance. If other traders are able to copy or predict an ETF’s investment strategy, however, this may hurt the ETF’s performance. For additional information regarding the unique attributes and risks of these ETFs, see the prospectus.

 

1

 

 

SGI DYNAMIC TACTICAL ETF

 

Performance Data

February 29, 2024 (UNAUDITED)

 

Average Annual Total Returns for the periods ended February 29, 2024

 
 

Six
Months
(1)

Since
Inception
(2)

 

Dynamic Tactical ETF (at NAV)

10.15%

14.44%

 

Dynamic Tactical ETF (at Market Price)

9.62%

14.22%

 

Composite Benchmark(3)(4)

10.99%

21.20%

 

 

 

(1)

Not annualized.

 

(2)

While the Fund commenced operations on March 29, 2023, the Fund began investing consistent with its investment objective on March 30, 2023.

 

(3)

Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself.

 

(4)

The composite benchmark is comprised of the S&P 500® Index and Bloomberg US Aggregate Bond Index, weighted 75% and 25%, respectively.

 

Fund Gross Expense Ratio: 0.95%

 

Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.

 

The Fund’s investments will generally consist of securities of affiliated and unaffiliated exchange-traded funds and open-end mutual funds. Portfolio composition is subject to change. The Fund evaluates performance as compared to a composite index comprised of the Standard and Poor 500® Index (“S&P 500®”) and Bloomberg US Aggregate Bond Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Bloomberg US Aggregate Bond Index is a broad-based, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States. It is impossible to invest directly in an index.

 

SGI U.S. Large Cap Core ETF and Dynamic Tactical ETF

 

These ETFs are different from traditional ETFs.

 

Traditional ETFs tell the public what assets they hold each day. These ETFs will not. This may create additional risks for your investment. For example:

 

● You may have to pay more money to trade an ETF’s shares. These ETFs will provide less information to traders, who tend to charge more for trades when they have less information.

 

● The price you pay to buy ETF shares on an exchange may not match the value of the ETF’s portfolio. The same is true when you sell shares. These price differences may be greater for these ETFs compared to other ETFs because these ETFs provides less information to traders.

 

● These additional risks may be even greater in bad or uncertain market conditions.

 

● The SGI U.S. Large Cap Core ETF will publish on its website each day a “Proxy Portfolio” designed to help trading in shares of the ETF. While the Proxy Portfolio includes some of the ETF’s holdings, it is not the ETF’s actual portfolio.

 

The differences between these ETFs and other ETFs may also have advantages. By keeping certain information about an ETF portfolio secret, these ETFs may face less risk that other traders can predict or copy its investment strategy. This may improve the ETFs’ performance. If other traders are able to copy or predict an ETF’s investment strategy, however, this may hurt the ETF’s performance. For additional information regarding the unique attributes and risks of these ETFs, see the prospectus.

 

2

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Performance Data

February 29, 2024 (UNAUDITED)

 

Average Annual Total Returns for the periods ended February 29, 2024

 
 

Since
Inception
(1)(2)

 

Enhanced Global Income ETF (at NAV)

0.16%

 

Enhanced Global Income ETF (at Market Price)

0.39%

 

S&P 500® Index(3)

0.54%

 

 

 

(1)

Not annualized.

 

(2)

While the Fund commenced operations on February 28, 2024, the Fund began investing consistent with its investment objective on February 29, 2024.

 

(3)

Benchmark performance is from the inception date of the Fund only and is not the Inception date of the benchmark itself.

 

Fund Gross Expense Ratio: 0.98%

 

Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.

 

The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

 

3

 

 

SGI ENHANCED CORE ETF

 

Performance Data

February 29, 2024 (UNAUDITED)

 

Average Annual Total Returns for the periods ended February 29, 2024

 
 

Since
Inception
(1)(2)

 

Enhanced Core ETF (at NAV)

0.00%

 

Enhanced Core ETF (at Market Price)

0.12%

 

S&P 500® Index(3)

0.54%

 

 

 

(1)

Not annualized.

 

(2)

While the Fund commenced operations on February 28, 2024, the Fund began investing consistent with its investment objective on February 29, 2024.

 

(3)

Benchmark performance is from the inception date of the Fund only and is not the Inception date of the benchmark itself.

 

Fund Gross Expense Ratio: 0.98%

 

Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.

 

The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

 

4

 

 

SUMMIT GLOBAL INVESTMENTS

 

Fund Expense Examples

February 29, 2024 (UNAUDITED)

 

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (if applicable); and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.

 

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from September 1, 2023 through February 29, 2024 and held for the entire period. For the SGI Enhanced Global Income ETF, the actual values and expenses are based on the 1-day period from inception on February 28, 2024 through February 29, 2024. For the SGI Enhanced Core ETF, the actual values and expenses are based on the 1-day period from inception on February 28, 2024 through February 29, 2024.

 

Actual Expenses

 

The first line of the accompanying tables provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical ExampleS for Comparison Purposes

 

The second section of the accompanying tables provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

The expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second section of the accompanying tables is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

SGI U.S. Large Cap CORE ETF

 

Beginning
Account Value
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

         
 

$ 1,000.00

$ 1,164.50

$ 4.57

0.85%

16.45%

         

Hypothetical (5% return before expenses)

       
 

$ 1,000.00

$ 1,020.64

$ 4.27

0.85%

N/A

 

 

*

Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period September 1, 2023 through 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 in the first section in the table is based on the actual six-month total investment return for the Fund.

 

5

 

 

SUMMIT GLOBAL INVESTMENTS

 

Fund Expense Examples (ConTINUed)

February 29, 2024 (UNAUDITED)

 

 

SGI DYNAMIC TACTICAL ETF

 

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

         
 

$ 1,000.00

$ 1,101.50

$ 4.96

0.95%

10.15%

         

Hypothetical (5% return before expenses)

       
 

$ 1,000.00

$ 1,020.14

$ 4.77

0.95%

N/A

 

 

*

Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period September 1, 2023 through 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 in the first section in the table is based on the actual six-month total investment return for the Fund.

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Beginning
Account Value
SEPTEMBER 1, 2023

Ending
ACCOUNT VALUE
FEBRUARY 29, 2024

Expenses
Paid During
Period*

Annualized
Expense
Ratio

ACTUAL
SINCE
INCEPTION
TOTAL
INVESTMENT
RETURN FOR
THE FUND

Actual

         
 

$ 1,000.00

$ 1,001.60

$ 0.03

0.98%

0.16%

         

Hypothetical (5% return before expenses)

       
 

$ 1,000.00

$ 1,019.99

$ 4.92

0.98%

N/A

 

 

*

Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period September 1, 2023 through 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 actual dollar amounts shown are expenses paid by the Fund during the period from the Fund’s inception on February 28, 2024 through February 29, 2024 multiplied by 1 day, which is the number of days from the Fund’s inception through February 29, 2024. The Fund’s ending account value in the first section in the table is based on the actual since inception total investment return for the Fund.

 

6

 

 

SUMMIT GLOBAL INVESTMENTS

 

Fund Expense Examples (Concluded)

February 29, 2024 (UNAUDITED)

 

 

SGI ENHANCED CORE ETF

 

Beginning
Account Value
SEPTEMBER 1, 2023

Ending
ACCOUNT VALUE
FEBRUARY 29, 2024

Expenses
Paid During
Period*

Annualized
Expense
Ratio

ACTUAL
SINCE
INCEPTION
TOTAL
INVESTMENT
RETURN FOR
THE FUND

Actual

         
 

$ 1,000.00

$ 1,000.00

$ 0.03

0.98%

0.00%

         

Hypothetical (5% return before expenses)

       
 

$ 1,000.00

$ 1,019.99

$ 4.92

0.98%

N/A

 

 

*

Expenses for hypothetical amount are equal to the Fund’s annualized expense ratio for the period September 1, 2023 through 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 actual dollar amounts shown are expenses paid by the Fund during the period from the Fund’s inception on February 28, 2024 through February 29, 2024 multiplied by 1 day, which is the number of days from the Fund’s inception through February 29, 2024. The Fund’s ending account value in the first section in the table is based on the actual since inception total investment return for the Fund.

 

The accompanying notes are an integral part of the financial statements.
7

 

 

SGI U.S. LARGE CAP CORE ETF

 

Portfolio Holdings Summary Table

February 29, 2024 (Unaudited)

 

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

 

SECURITY TYPE/CLASSIFICATION

 

% of Net
Assets

   

Value

 

COMMON STOCKS

               

Internet

    13.9 %   $ 13,344,532  

Semiconductors

    13.0       12,537,996  

Biotechnology

    8.4       8,036,239  

Software

    7.6       7,401,410  

Insurance

    7.5       7,272,658  

Home Builders

    7.2       7,008,115  

Retail

    4.2       4,050,286  

Pharmaceuticals

    4.0       3,907,673  

Computers

    4.0       3,845,034  

Transportation

    3.9       3,789,807  

Healthcare-Services

    3.6       3,540,870  

Oil & Gas

    3.2       3,093,528  

Commercial Services

    3.1       3,016,994  

Media

    2.7       2,603,841  

Banks

    2.1       2,072,248  

Building Materials

    1.5       1,498,772  

Aerospace/Defense

    1.2       1,134,039  

Distribution/Wholesale

    1.0       1,019,401  

REITS

    0.8       782,595  

Healthcare-Products

    0.8       774,700  

Diversified Financial Services

    0.6       614,333  

Beverages

    0.5       508,084  

Airlines

    0.4       390,840  

Electric

    0.3       336,588  

Machinery-Diversified

    0.3       325,919  

Household Products/Wares

    0.3       324,009  

Engineering & Construction

    0.3       271,822  

Machinery-Construction & Mining

    0.2       237,780  

Food

    0.2       231,330  

Real Estate

    0.2       222,833  

Iron/Steel

    0.2       213,933  

Cosmetics & Personal Care

    0.2       200,582  

Chemicals

    0.2       189,830  

Pipelines

    0.2       183,291  

Water

    0.2       177,336  

Apparel

    0.2       162,235  

Telecommunications

    0.2       168,811  

MONEY MARKET DEPOSIT ACCOUNT

    1.5       1,469,942  

OTHER ASSETS IN EXCESS OF LIABILITIES

    0.1       75,159  

NET ASSETS

    100.0 %   $ 97,035,395  

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.
8

 

 

SGI U.S. LARGE CAP CORE ETF

 

Portfolio of Investments

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

COMMON STOCKS — 98.4%

Aerospace/Defense — 1.2%

General Dynamics Corp.

    718     $ 196,194  

Lockheed Martin Corp.

    2,190       937,845  
              1,134,039  

Airlines — 0.4%

Delta Air Lines, Inc.

    4,637       196,006  

United Airlines Holdings, Inc.(a)

    4,283       194,834  
              390,840  

Apparel — 0.2%

NIKE, Inc. - Class B

    1,561       162,235  

Banks — 2.1%

Bank of America Corp.

    5,448       188,065  

First Horizon Corp.

    13,714       193,367  

Goldman Sachs Group, Inc.

    2,023       787,049  

JPMorgan Chase & Co.

    2,888       537,341  

Popular, Inc.

    2,244       187,778  

State Street Corp.

    2,423       178,648  
              2,072,248  

Beverages — 0.5%

Coca-Cola Co.

    5,716       343,075  

PepsiCo, Inc.

    998       165,009  
              508,084  

Biotechnology — 8.4%

Biogen, Inc.(a)

    737       159,922  

Exelixis, Inc.(a)

    9,536       208,838  

Incyte Corp.(a)

    4,556       265,888  

Regeneron Pharmaceuticals, Inc.(a)

    2,882       2,784,272  

United Therapeutics Corp.(a)

    12,145       2,740,398  

Vertex Pharmaceuticals, Inc.(a)

    4,461       1,876,921  
              8,036,239  

Building Materials — 1.5%

Builders FirstSource, Inc.(a)

    1,262       246,317  

Eagle Materials, Inc.

    980       248,479  

Owens Corning

    6,703       1,003,976  
              1,498,772  

Chemicals — 0.2%

LyondellBasell Industries NV - Class A

    1,893       189,830  

Commercial Services — 3.1%

Automatic Data Processing, Inc.

    11,258       2,827,222  

S&P Global, Inc.

    443       189,772  
              3,016,994  

Computers — 4.0%

Accenture PLC - Class A

    503       188,514  

Apple, Inc.

    19,034       3,440,396  

EPAM Systems, Inc.(a)

    710       216,124  
              3,845,034  

Cosmetics & Personal Care — 0.2%

Procter & Gamble Co.

    1,262     $ 200,582  

Distribution/Wholesale — 1.0%

Ferguson PLC

    4,821       1,019,401  

Diversified Financial Services — 0.6%

Ameriprise Financial, Inc.

    465       189,422  

Mastercard, Inc. - Class A

    895       424,911  
              614,333  

Electric — 0.3%

Evergy, Inc.

    3,478       172,301  

Xcel Energy, Inc.

    3,118       164,287  
              336,588  

Engineering & Construction — 0.3%

EMCOR Group, Inc.

    867       271,822  

Food — 0.2%

Hershey Co.

    1,231       231,330  

Healthcare-Products — 0.8%

Abbott Laboratories

    1,797       213,197  

Danaher Corp.

    801       202,765  

Thermo Fisher Scientific, Inc.

    330       188,159  

West Pharmaceutical Services, Inc.

    476       170,579  
              774,700  

Healthcare-Services — 3.6%

Centene Corp.(a)

    2,405       188,624  

Elevance Health, Inc.

    5,162       2,587,453  

HCA Healthcare, Inc.

    709       220,995  

Humana, Inc.

    1,131       396,212  

UnitedHealth Group, Inc.

    299       147,586  
              3,540,870  

Home Builders — 7.2%

DR Horton, Inc.

    21,061       3,147,356  

Lennar Corp. - Class A

    15,485       2,454,527  

NVR, Inc.(a)

    153       1,166,712  

PulteGroup, Inc.

    2,210       239,520  
              7,008,115  

Household Products/Wares — 0.3%

Kimberly-Clark Corp.

    2,674       324,009  

Insurance — 7.5%

American Financial Group, Inc.

    1,545       197,250  

American International Group, Inc.

    44,744       3,261,390  

Berkshire Hathaway, Inc. - Class B(a)

    4,120       1,686,728  

Cincinnati Financial Corp.

    2,422       276,108  

Equitable Holdings, Inc.

    5,617       192,326  

Everest Group Ltd.

    532       196,244  

Hartford Financial Services Group Inc., (The)

    2,278       218,324  

 

 

The accompanying notes are an integral part of the financial statements.
9

 

 

SGI U.S. LARGE CAP CORE ETF

 

Portfolio of Investments (Continued)

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

Household Products/Wares — (Continued)

Loews Corp.

    2,818     $ 211,716  

Marsh & McLennan Cos., Inc.

    930       188,111  

Progressive Corp.

    1,072       203,208  

Prudential Financial, Inc.

    1,634       178,090  

Travelers Cos, Inc., (The)

    1,106       244,382  

W R Berkley Corp.

    2,617       218,781  
              7,272,658  

Internet — 13.9%

Airbnb, Inc. - Class A(a)

    1,267       199,514  

Alphabet, Inc. - Class A(a)

    39,693       5,495,892  

Amazon.com, Inc.(a)

    16,611       2,936,160  

Booking Holdings, Inc.(a)

    63       218,536  

DoorDash, Inc. - Class A(a)

    1,666       207,534  

Meta Platforms, Inc. - Class A

    8,279       4,057,786  

Netflix, Inc.(a)

    380       229,110  
              13,344,532  

Iron/Steel — 0.2%

Reliance, Inc.

    666       213,933  

Machinery-Construction & Mining — 0.2%

Caterpillar, Inc.

    712       237,780  

Machinery-Diversified — 0.3%

AGCO Corp.

    2,971       325,919  

Media — 2.7%

Comcast Corp. - Class A

    4,852       207,908  

Fox Corp. - Class B

    80,344       2,199,819  

Fox Corp. - Class A

    21       626  

Walt Disney Co.

    1,752       195,488  
              2,603,841  

Oil & Gas — 3.2%

APA Corp.

    5,301       157,917  

Chevron Corp.

    11,925       1,812,719  

ConocoPhillips

    2,838       319,389  

Devon Energy Corp.

    3,969       174,874  

HF Sinclair Corp.

    3,688       204,684  

Marathon Petroleum Corp.

    1,375       232,691  

Valero Energy Corp.

    1,352       191,254  
              3,093,528  

Pharmaceuticals — 4.0%

AbbVie, Inc.

    2,078       365,832  

McKesson Corp.

    383       199,700  

Merck & Co., Inc.

    16,296       2,072,036  

Neurocrine Biosciences, Inc.(a)

    1,558       203,163  

Pfizer, Inc.

    40,171       1,066,942  
              3,907,673  

Pipelines — 0.2%

Cheniere Energy, Inc.

    1,181       183,291  

Real Estate — 0.2%

CBRE Group, Inc. - Class A(a)

    2,425     $ 222,833  

REITS — 0.8%

American Homes 4 Rent - Class A

    5,166       191,194  

EastGroup Properties, Inc.

    1,017       178,677  

Equity Residential

    3,294       198,331  

Weyerhaeuser Co.

    6,236       214,393  
              782,595  

Retail — 4.2%

Home Depot, Inc.

    2,811       1,069,895  

Lowe’s Cos., Inc.

    933       224,545  

Murphy USA, Inc.

    396       165,136  

Starbucks Corp.

    22,742       2,158,215  

Target Corp.

    1,514       231,521  

Wal-Mart Stores, Inc.

    3,429       200,974  
              4,050,286  

Semiconductors — 13.0%

Applied Materials, Inc.

    18,610       3,752,147  

Broadcom, Inc.

    181       235,389  

KLA-Tencor Corp.

    352       240,170  

Lam Research Corp.

    1,300       1,219,725  

NVIDIA Corp.

    4,561       3,608,297  

QUALCOMM, Inc.

    22,069       3,482,268  
              12,537,996  

Software — 7.6%

Adobe Systems, Inc.(a)

    271       151,836  

Atlassian Corp. - Class A(a)

    1,141       236,666  

DocuSign, Inc.(a)

    4,543       242,006  

Electronic Arts, Inc.

    6,427       896,438  

HubSpot, Inc.(a)

    294       181,930  

Microsoft Corp.

    9,812       4,058,635  

MongoDB, Inc.(a)

    394       176,347  

MSCI, Inc.

    334       187,364  

ServiceNow, Inc.(a)

    546       421,152  

Synopsys, Inc.(a)

    313       179,577  

Veeva Systems, Inc. - Class A(a)

    2,124       478,983  

Zoom Video Communications, Inc. - Class A(a)

    2,693       190,476  
              7,401,410  

Telecommunications — 0.2%

Cisco Systems, Inc.

    3,490       168,811  

Transportation — 3.9%

FedEx Corp.

    10,687       2,660,742  

Union Pacific Corp.

    3,827       970,872  

United Parcel Service, Inc. - Class B

    1,067       158,193  
              3,789,807  

 

 

The accompanying notes are an integral part of the financial statements.
10

 

 

SGI U.S. LARGE CAP CORE ETF

 

Portfolio of Investments (CONCLUDED)

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

Water — 0.2%

American Water Works Co., Inc.

    1,496     $ 177,336  

TOTAL COMMON STOCKS (Cost $87,166,292)

            95,490,294  

TOTAL INVESTMENTS — 98.4% (Cost $87,166,292)

          $ 95,490,294  

Money Market Deposit Account — 1.5%(b)

            1,469,942  

Other Assets in Excess of Liabilities — 0.1%

            75,159  

TOTAL NET ASSETS — 100.0%

          $ 97,035,395  

 

 

Percentages are stated as a percent of net assets.

 

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 5.20%.

 

The accompanying notes are an integral part of the financial statements.
11

 

 

SGI DYNAMIC TACTICAL ETF

 

Portfolio Holdings Summary Table

February 29, 2024 (Unaudited)

 

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

 

SECURITY TYPE/CLASSIFICATION

 

% of Net
Assets

   

Value

 

EXCHANGE TRADED FUNDS

    99.9 %   $ 99,724,795  

MONEY MARKET DEPOSIT ACCOUNT

    0.2       151,185  

LIABILITIES IN EXCESS OF OTHER ASSETS

    (0.1 )     (71,505 )

NET ASSETS

    100.0 %   $ 99,804,475  

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.
12

 

 

SGI DYNAMIC TACTICAL ETF

 

Portfolio of Investments

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

EXCHANGE TRADED FUNDS — 99.9%

       

Invesco QQQ Trust Series 1

    46,205     $ 20,283,995  

iShares Core MSCI EAFE ETF

    67,810       4,868,758  

iShares Core U.S. Aggregate Bond ETF

    48,942       4,764,504  

iShares Edge MSCI Min Vol USA ETF

    120,381       9,797,809  

PGIM Ultra Short Bond ETF

    96,242       4,779,378  

Schwab US Dividend Equity ETF

    99,892       7,755,615  

SGI U.S. Large Cap Core ETF(a)

    1,101,806       35,427,250  

Vanguard Information Technology ETF

    9,665       5,004,440  

Vanguard Small-Cap ETF

    32,078       7,043,046  

TOTAL EXCHANGE TRADED FUNDS (Cost $91,351,146)

            99,724,795  

TOTAL INVESTMENTS — 99.9% (Cost $91,351,146)

          $ 99,724,795  

Money Market Deposit Account — 0.2%(b)

            151,185  

Liabilities in Excess of Other Assets — (0.1)%

            (71,505 )

TOTAL NET ASSETS — 100.0%

          $ 99,804,475  

 

 

Percentages are stated as a percent of net assets.

 

(a)

Affiliated company as defined by the Investment Company Act of 1940 (see Note 7).

 

(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 5.20%.

 

The accompanying notes are an integral part of the financial statements.
13

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Portfolio Holdings Summary Table

February 29, 2024 (Unaudited)

 

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

 

SECURITY TYPE/CLASSIFICATION

 

% of Net
Assets

   

Value

 

COMMON STOCKS

               

Pharmaceuticals

    9.9 %   $ 49,917  

Banks

    7.9       40,027  

Telecommunications

    6.8       34,038  

Semiconductors

    6.2       30,908  

Oil & Gas

    6.0       29,930  

Iron/Steel

    5.1       25,499  

Insurance

    4.9       24,454  

Beverages

    4.8       24,115  

Biotechnology

    4.5       23,126  

Software

    3.7       18,336  

Food

    3.3       16,309  

Mining

    3.2       15,987  

Healthcare-Services

    2.6       13,002  

Home Builders

    2.4       12,255  

Building Materials

    2.4       12,132  

Diversified Financial Services

    2.4       11,909  

Electric

    2.2       11,092  

Internet

    2.1       10,567  

Auto Manufacturers

    1.7       8,633  

Transportation

    1.6       8,067  

Retail

    1.5       7,372  

Household Products/Wares

    1.4       6,786  

Computers

    1.3       6,507  

Chemicals

    1.1       5,616  

REITs

    1.0       5,050  

Machinery-Diversified

    1.0       4,827  

Commercial Services

    0.8       4,018  

Aerospace/Defense

    0.7       3,426  

Cosmetics/Personal Care

    0.6       2,769  

Distribution/Wholesale

    0.5       2,537  

Media

    0.5       2,264  

PREFERRED STOCKS

               

Banks

    3.1       15,480  

CLOSED END FUNDS

    1.9       9,549  

OTHER ASSETS IN EXCESS OF LIABILITIES

    0.9       4,318  

NET ASSETS

    100.0 %   $ 500,822  

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.
14

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Portfolio Holdings Summary Table (concluded)

February 29, 2024 (Unaudited)

 

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

 

COUNTRY

 

% of Net
Assets

   

Value

 

UNITED STATES

    57.2 %   $ 286,873  

BRAZIL

    9.1       45,838  

JAPAN

    5.1       25,263  

UNITED KINGDOM

    4.4       22,304  

TAIWAN

    4.0       20,104  

MEXICO

    3.4       17,222  

COLOMBIA

    3.1       15,480  

CANADA

    2.9       14,119  

SOUTH KOREA

    2.8       13,954  

INDIA

    1.5       7,678  

BERMUDA

    1.1       5,454  

AUSTRALIA

    1.1       5,443  

INDONESIA

    1.0       4,911  

DENMARK

    1.0       4,791  

FRANCE

    0.9       4,324  

SPAIN

    0.5       2,746  

OTHER ASSETS IN EXCESS OF LIABILITIES

    0.9       4,318  

NET ASSETS

    100.0 %   $ 500,822  

 

The accompanying notes are an integral part of the financial statements.
15

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Portfolio of Investments

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

COMMON STOCKS — 94.1%

Aerospace/Defense — 0.7%

Lockheed Martin Corp.

    8     $ 3,426  

Auto Manufacturers — 1.7%

Cummins, Inc.

    12       3,223  

Honda Motor Co., Ltd. - ADR

    152       5,410  
              8,633  

Banks — 7.9%

Banco Bilbao Vizcaya Argentaria SA - ADR

    276       2,746  

Banco Santander Brasil SA - ADR

    1,156       6,589  

Bank of New York Mellon Corp.

    64       3,590  

Citizens Financial Group, Inc.

    44       1,381  

First Horizon Corp.

    680       9,587  

JPMorgan Chase & Co.

    28       5,210  

Shinhan Financial Group Co., Ltd. - ADR

    256       8,341  

Woori Financial Group, Inc. - ADR

    76       2,583  
              40,027  

Beverages — 4.8%

Coca-Cola Co.

    156       9,363  

Coca-Cola Femsa SAB de CV - ADR

    152       14,752  
              24,115  

Biotechnology — 4.5%

Exelixis, Inc.(a)

    228       4,993  

Incyte Corp.(a)

    52       3,035  

United Therapeutics Corp.(a)

    52       11,732  

Vertex Pharmaceuticals, Inc.(a)

    8       3,366  
              23,126  

Building Materials — 2.4%

Builders FirstSource, Inc.(a)

    16       3,123  

Louisiana-Pacific Corp.

    36       2,663  

Owens Corning

    24       3,595  

UFP Industries, Inc.

    24       2,751  
              12,132  

Chemicals — 1.1%

LyondellBasell Industries NV - Class A

    56       5,616  

Commercial Services — 0.8%

Automatic Data Processing, Inc.

    16       4,018  

Computers — 1.3%

Apple, Inc.

    36       6,507  

Cosmetics/Personal Care — 0.6%

Colgate-Palmolive Co.

    32       2,769  

Distribution/Wholesale — 0.5%

Ferguson PLC

    12       2,537  

Diversified Financial Services — 2.4%

Air Lease Corp.

    64     $ 2,566  

KB Financial Group, Inc. - ADR

    64       3,030  

ORIX Corp. - ADR

    60       6,313  
              11,909  

Electric — 2.2%

DTE Energy Co.

    28       3,034  

Evergy, Inc.

    48       2,378  

National Grid PLC - ADR

    36       2,400  

Pinnacle West Capital Corp.

    48       3,280  
              11,092  

Food — 3.3%

Flowers Foods, Inc.

    176       3,946  

Hershey Co.

    52       9,772  

Sysco Corp.

    32       2,591  
              16,309  

Healthcare-Services — 2.6%

Centene Corp.(a)

    32       2,510  

Chemed Corp.

    4       2,505  

Elevance Health, Inc.

    4       2,005  

Humana, Inc.

    8       2,803  

Medpace Holdings, Inc.(a)

    8       3,179  
              13,002  

Home Builders — 2.4%

DR Horton, Inc.

    32       4,782  

Taylor Morrison Home Corp.(a)

    132       7,473  
              12,255  

Household Products/Wares — 1.4%

Kimberly-Clark Corp.

    56       6,786  

Insurance — 4.9%

American International Group, Inc.

    36       2,624  

Axis Capital Holdings Ltd.

    40       2,503  

Corebridge Financial, Inc.

    148       3,674  

Equitable Holdings, Inc.

    96       3,287  

Everest Group Ltd.

    8       2,951  

Loews Corp.

    32       2,404  

Prudential Financial, Inc.

    40       4,359  

Travelers Cos., Inc.

    12       2,652  
              24,454  

Internet — 2.1%

Alphabet, Inc. - Class C(a)

    56       7,827  

GoDaddy, Inc. - Class A(a)

    24       2,740  
              10,567  

Iron/Steel — 5.1%

Cia Siderurgica Nacional SA - ADR

    2,468       8,317  

Commercial Metals Co.

    48       2,592  

 

 

The accompanying notes are an integral part of the financial statements.
16

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Portfolio of Investments (CONTINUED)

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

Iron/Steel — (Continued)

Vale SA - ADR

    1,088     $ 14,590  
              25,499  

Machinery-Diversified — 1.0%

AGCO Corp.

    44       4,827  

Media — 0.5%

Fox Corp. - Class A

    76       2,264  

Mining — 3.2%

Agnico Eagle Mines Ltd.

    48       2,307  

Rio Tinto PLC - ADR

    212       13,680  
              15,987  

Oil & Gas — 6.0%

APA Corp.

    68       2,026  

Cenovus Energy, Inc.

    316       5,508  

Chord Energy Corp.

    16       2,599  

Civitas Resources, Inc.

    100       6,868  

Devon Energy Corp.

    80       3,525  

Valero Energy Corp.

    28       3,961  

Woodside Energy Group Ltd. - ADR

    276       5,443  
              29,930  

Pharmaceuticals — 9.9%

Bristol-Myers Squibb Co.

    48       2,436  

Cardinal Health, Inc.

    84       9,406  

Dr Reddy’s Laboratories Ltd. - ADR

    100       7,678  

GSK PLC - ADR

    88       3,687  

Merck & Co., Inc.

    40       5,086  

Novo Nordisk AS - ADR

    40       4,791  

Pfizer, Inc.

    124       3,293  

Takeda Pharmaceutical Co., Ltd. - ADR

    928       13,540  
              49,917  

REITS — 1.0%

Annaly Capital Management, Inc.

    140       2,673  

STAG Industrial, Inc.

    64       2,377  
              5,050  

Retail — 1.5%

Bath & Body Works, Inc.

    52       2,376  

McDonald’s Corp.

    8       2,338  

Starbucks Corp.

    28       2,658  
              7,372  

Semiconductors — 6.2%

Amkor Technology, Inc.

    84     $ 2,606  

ASE Technology Holding Co., Ltd. - ADR

    1,408       13,714  

QUALCOMM, Inc.

    36       5,680  

Skyworks Solutions, Inc.

    24       2,518  

United Microelectronics Corp. - ADR

    832       6,390  
              30,908  

Software — 3.7%

Electronic Arts, Inc.

    16       2,232  

Microsoft Corp.

    20       8,273  

Smartsheet, Inc. - Class A(a)

    132       5,572  

Snowflake, Inc. - Class A(a)

    12       2,259  
              18,336  

Telecommunications — 6.8%

America Movil SAB de CV - ADR

    132       2,470  

Motorola Solutions, Inc.

    8       2,643  

Orange SA - ADR

    376       4,324  

Telefonica Brasil SA - ADR

    196       2,142  

Telkom Indonesia Persero Tbk PT - ADR

    192       4,911  

TELUS Corp.

    192       3,348  

TIM SA/Brazil - ADR

    768       14,200  
              34,038  

Transportation — 1.6%

Ryder System, Inc.

    24       2,739  

TFI International, Inc.

    20       2,956  

United Parcel Service, Inc. - Class B

    16       2,372  
              8,067  

TOTAL COMMON STOCKS (Cost $470,780)

            471,475  
                 

PREFERRED STOCKS — 3.1%

Banks — 3.1%

Bancolombia SA

    476       15,480  

TOTAL PREFERRED STOCKS (Cost $15,489)

            15,480  
                 

 

 

The accompanying notes are an integral part of the financial statements.
17

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Portfolio of Investments (concluded)

February 29, 2024 (Unaudited)

 

   

Number
of Shares

   

Value

 

CLOSED END FUNDS — 1.9%

Ares Capital Corp.

    472     $ 9,549  

TOTAL CLOSED END FUNDS (Cost $9,516)

            9,549  

TOTAL INVESTMENTS — 99.1% (Cost $495,786)

          $ 496,504  

Other Assets in Excess of Liabilities — 0.9%

            4,318  

TOTAL NET ASSETS — 100.0%

          $ 500,822  

 

 

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.

 

The accompanying notes are an integral part of the financial statements.
18

 

 

SGI ENHANCED CORE ETF

 

Portfolio Holdings Summary Table

February 29, 2024 (Unaudited)

 

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

 

SECURITY TYPE/CLASSIFICATION

 

% of Net
Assets

   

Value

 

OTHER ASSETS IN EXCESS OF LIABILITIES

    100.0 %   $ 500,000  

NET ASSETS

    100.0 %   $ 500,000  

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.
19

 

 

SGI ENHANCED CORE ETF

 

Portfolio of Investments

February 29, 2024 (Unaudited)

 

   

Value

 

Other Assets in Excess of Liabilities — 100.0%

  $ 500,000  

TOTAL NET ASSETS — 100.0%

  $ 500,000  

 

 

Percentages are stated as a percent of net assets.

 

The accompanying notes are an integral part of the financial statements.
20

 

 

SUMMIT GLOBAL INVESTMENTS

 

Statements of Assets and Liabilities

February 29, 2024 (Unaudited)

 

   

SGI U.S.
Large Cap
CORE ETF

   

SGI U.S.
DYNAMIC
TACTICAL ETF

 

ASSETS

               

Investments, at fair value:

               

Unaffiliated investments (cost $87,166,292 and $59,707,328, respectively)

  $ 95,490,294     $ 64,297,545  

Affiliated investments (cost $— and 31,643,818, respectively) (see Note 7)

          35,427,250  

Cash equivalents

    1,469,942       151,185  

Receivables for:

               

Capital shares sold

           

Dividends

    140,790       829  

Due from Advisor

           

Total assets

  $ 97,101,026     $ 99,876,809  
                 

LIABILITIES

               

Payables for:

               

Advisory fees

  $ 65,631     $ 72,334  

Total liabilities

    65,631       72,334  

Net assets

  $ 97,035,395     $ 99,804,475  
                 

NET ASSETS CONSIST OF:

               

Par value

  $ 3,020     $ 3,520  

Paid-in capital

    78,079,121       88,692,796  

Total distributable earnings/(losses)

    18,953,254       11,108,159  

Net assets

  $ 97,035,395     $ 99,804,475  
                 

Shares outstanding ($0.001 par value, 100,000,000 shares authorized)

    3,020,000       3,520,000  

Net asset value and redemption price per share

  $ 32.13     $ 28.35  

 

 

The accompanying notes are an integral part of the financial statements.
21

 

 

SUMMIT GLOBAL INVESTMENTS

 

Statements of Assets and Liabilities (CONCLUDED)

February 29, 2024 (Unaudited)

 

   

SGI
ENHANCED
GLOBAL
INCOME ETF

   

SGI
ENHANCED
CORE ETF

 

ASSETS

               

Investments, at fair value:

               

Unaffiliated investments (cost $495,786 and $—, respectively)

  $ 496,504     $  

Affiliated investments (cost $— and $—, respectively) (see Note 7)

           

Cash equivalents

           

Receivables for:

               

Capital shares sold

    4,215       500,000  

Dividends

    103        

Due from Advisor

           

Total assets

  $ 500,822     $ 500,000  
                 

LIABILITIES

               

Payables for:

               

Advisory fees

  $     $  

Total liabilities

           

Net assets

  $ 500,822     $ 500,000  
                 

NET ASSETS CONSIST OF:

               

Par value

  $ 20     $ 20  

Paid-in capital

    499,980       499,980  

Total distributable earnings/(losses)

    822        

Net assets

  $ 500,822     $ 500,000  
                 

Shares outstanding ($0.001 par value, 100,000,000 shares authorized)

    20,000       20,000  

Net asset value and redemption price per share

  $ 25.04     $ 25.00  

 

 

The accompanying notes are an integral part of the financial statements.
22

 

 

SUMMIT GLOBAL INVESTMENTS

 

Statements of Operations

FOR THE SIX MONTHS ENDED February 29, 2024 (Unaudited)

 

   

SGI U.S.
Large Cap
CORE ETF

   

SGI U.S.
DYNAMIC
TACTICAL ETF

 

INVESTMENT INCOME

               

Dividends

               

Dividends from unaffiliated investments

  $ 769,312     $ 1,389,124  

Dividends from affiliated investments (see Note 7)

          80,642  

Interest

    37,176       15,063  

Total investment income

    806,488       1,484,829  
                 

EXPENSES

               

Advisory fees (Note 2)

    428,672       500,415  

Total expenses

    428,672       500,415  

Net investment income/(loss)

    377,816       984,414  
                 

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

               

Net realized gain/(loss) from investments

               

Unaffiliated investments

    2,207,924       (941,116 )

Affiliated investments (see Note 7)

          1,620,137  

Distributions from affiliated investments (see Note 7)

          554  

Net realized gain/(loss) from redemption in-kind

    8,192,354       2,344,608  

Net change in unrealized appreciation/(depreciation) on investments

               

Unaffiliated investments

    5,416,493       2,203,160  

Affiliated investments (see Note 7)

          3,783,432  

Net realized and unrealized gain/(loss) on investments

    15,816,771       9,010,775  

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

  $ 16,194,587     $ 9,995,189  

 

 

The accompanying notes are an integral part of the financial statements.
23

 

 

SUMMIT GLOBAL INVESTMENTS

 

Statements of Operations

FOR THE PERIOD ENDED February 29, 2024 (Unaudited)

 

   

SGI
ENHANCED
GLOBAL
INCOME ETF
(1)

   

SGI
ENHANCED
core ETF
(1)

 

INVESTMENT INCOME

               

Dividends

               

Dividends from unaffiliated investments

  $ 104     $  

Dividends from affiliated investments (see Note 7)

           

Interest

           

Total investment income

    104        
                 

EXPENSES

               

Advisory fees (Note 2)

           

Total expenses

           

Net investment income/(loss)

    104        
                 

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

               

Net realized gain/(loss) from investments

               

Unaffiliated investments

           

Affiliated investments (see Note 7)

           

Distributions from affiliated investments (see Note 7)

           

Net realized gain/(loss) from redemption in-kind

           

Net change in unrealized appreciation/(depreciation) on investments

               

Unaffiliated investments

    718        

Affiliated investments (see Note 7)

           

Net realized and unrealized gain/(loss) on investments

    718        

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

  $ 822     $  

 

 

(1)

Inception date of the SGI Enhanced Global Income ETF and SGI Enhanced Core ETF was February 28, 2024.

 

The accompanying notes are an integral part of the financial statements.
24

 

 

SGI U.S. LARGE CAP CORE ETF

 

StatementS of Changes in Net Assets

 

   

FOR THE SIX
MONTHS ENDED
FEBRUARY 29, 2024
(UNAUDITED)

   

FOR THE
PERIOD ENDED
AUGUST 31, 2023
(1)

 

INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:

               

Net investment income/(loss)

  $ 377,816     $ 260,042  

Net realized gain/(loss) on investments

               

Unaffiliated investments

    10,400,278       2,283,197  

Affiliated investments (see Note 7)

           

Distributions from affiliated investments (see Note 7)

           

Net change in unrealized appreciation/(depreciation) on investments

               

Unaffiliated investments

    5,416,493       2,907,509  

Affiliated investments (see Note 7)

           

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

    16,194,587       5,450,748  
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

               

Net investment income

    (260,042 )      

Net realized capital gains

    (1,284,618 )      

Net decrease in net assets from dividends and distributions to shareholders

    (1,544,660 )      
 

INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS:

Proceeds from shares sold

    45,863,558       103,405,429  

Shares redeemed

    (61,502,952 )     (10,831,315 )

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

    (15,639,394 )     92,574,114  

Total increase/(decrease) in net assets

    (989,467 )     98,024,862  
                 

NET ASSETS:

               

Beginning of period

    98,024,862        

End of period

  $ 97,035,395     $ 98,024,862  
                 

SHARES TRANSACTIONS:

               

Shares sold

    1,585,000       3,890,000  

Shares redeemed

    (2,065,000 )     (390,000 )

Net increase/(decrease)

    (480,000 )     3,500,000  

 

 

(1)

Inception date of the Fund was March 30, 2023.

 

The accompanying notes are an integral part of the financial statements.
25

 

 

SGI DYNAMIC TACTICAL ETF

 

StatementS of Changes in Net Assets

 

   

FOR THE SIX
MONTHS ENDED
FEBRUARY 29, 2024
(UNAUDITED)

   

FOR THE
PERIOD ENDED
AUGUST 31, 2023
(1)

 

INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:

               

Net investment income/(loss)

  $ 984,414     $ 408,384  

Net realized gain/(loss) on investments

               

Unaffiliated investments

    1,403,492       (699,494 )

Affiliated investments (see Note 7)

    1,620,137       2,621  

Distributions from affiliated investments (see Note 7)

    554        

Net change in unrealized appreciation/(depreciation) on investments

               

Unaffiliated investments

    2,203,160       1,897,206  

Affiliated investments (see Note 7)

    3,783,432       489,851  

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

    9,995,189       2,098,568  
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

               

Total distributable earnings

    (972,668 )      

Net decrease in net assets from dividends and distributions to shareholders

    (972,668 )      
                 

INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS:

Proceeds from shares sold

    13,348,728       109,300,356  

Shares redeemed

    (32,962,225 )     (1,003,473 )

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

    (19,613,497 )     108,296,883  

Total increase/(decrease) in net assets

    (10,590,976 )     110,395,451  
                 

NET ASSETS:

               

Beginning of period

    110,395,451        

End of period

  $ 99,804,475     $ 110,395,451  
                 

SHARES TRANSACTIONS:

               

Shares sold

    490,000       4,290,000  

Shares redeemed

    (1,220,000 )     (40,000 )

Net increase/(decrease)

    (730,000 )     4,250,000  

 

 

(1)

Inception date of the Fund was March 29, 2023.

 

The accompanying notes are an integral part of the financial statements.
26

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Statement of Changes in Net Assets

 

   

FOR THE
PERIOD ENDED
FEBRUARY 29, 2024
(UNAUDITED)
(1)

 

INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:

       

Net investment income/(loss)

  $ 104  

Net realized gain/(loss) on investments

       

Unaffiliated investments

     

Affiliated investments (see Note 7)

     

Distributions from affiliated investments (see Note 7)

     

Net change in unrealized appreciation/(depreciation) on investments

       

Unaffiliated investments

    718  

Affiliated investments (see Note 7)

     

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

    822  
         

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

       

Total distributable earnings

     

Net decrease in net assets from dividends and distributions to shareholders

     
         

INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS:

Proceeds from shares sold

    500,000  

Shares redeemed

     

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

    500,000  

Total increase/(decrease) in net assets

    500,822  
         

NET ASSETS:

       

Beginning of period

     

End of period

  $ 500,822  
         

SHARES TRANSACTIONS:

       

Shares sold

    20,000  

Shares redeemed

     

Net increase/(decrease)

    20,000  

 

 

(1)

Inception date of the Fund was February 28, 2024.

 

The accompanying notes are an integral part of the financial statements.
27

 

 

SGI ENHANCED CORE ETF

 

Statement of Changes in Net Assets

 

   

FOR THE
PERIOD ENDED
FEBRUARY 29, 2024
(UNAUDITED)
(1)

 

INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:

       

Net investment income/(loss)

  $  

Net realized gain/(loss) on investments

       

Unaffiliated investments

     

Affiliated investments (see Note 7)

     

Distributions from affiliated investments (see Note 7)

     

Net change in unrealized appreciation/(depreciation) on investments

       

Unaffiliated investments

     

Affiliated investments (see Note 7)

     

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

     
         

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

       

Total distributable earnings

     

Net decrease in net assets from dividends and distributions to shareholders

     
         

INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS:

Proceeds from shares sold

    500,000  

Shares redeemed

     

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

    500,000  

Total increase/(decrease) in net assets

    500,000  
         

NET ASSETS:

       

Beginning of period

     

End of period

  $ 500,000  
         

SHARES TRANSACTIONS:

       

Shares sold

    20,000  

Shares redeemed

     

Net increase/(decrease)

    20,000  

 

 

(1)

Inception date of the Fund was February 28, 2024.

 

The accompanying notes are an integral part of the financial statements.
28

 

 

SGI U.S. LARGE CAP CORE ETF

 

Financial Highlights

 

Contained below is per share operating performance data for share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

   

FOR THE
SIX MONTHS
ENDED
FEBRUARY 29,
2024
(UNAUDITED)

   

For the
Period
Ended
August 31,
2023
(1)

 

PER SHARE OPERATING PERFORMANCE

               

Net asset value, beginning of period

  $ 28.01     $ 25.00  

Net investment income/(loss) (2)

    0.11       0.11  

Net realized and unrealized gain/(loss) from investments

    4.45       2.90  

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

    4.56       3.01  

Dividends and distributions to shareholders from:

               

Net Investment Income

    (0.07 )      

Net realized capital gain

    (0.37 )      

Total dividends and distributions to shareholders

    (0.44 )      

Net asset value, end of period

  $ 32.13     $ 28.01  

Market value, end of period

  $ 32.15     $ 28.00  

Total investment return/(loss) on net asset value (3)

    16.45 %(5)     12.03 %(5)

Total investment return/(loss) on market price (4)

    16.55 %(5)     12.00 %(5)
                 

RATIOS/SUPPLEMENTAL DATA

               

Net assets, end of period (000’s)

  $ 97,035     $ 98,025  

Ratio of expenses to average net assets

    0.85 %(6)     0.85 %(6)

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

    0.75 %(6)     1.01 %(6)

Portfolio turnover rate

    103 %(5)     95 %(5)

 

 

(1)

Inception date of the Fund was March 30, 2023.

(2)

The selected per share data is calculated based on average shares outstanding method for the period.

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

(5)

Not annualized.

(6)

Annualized.

 

 

The accompanying notes are an integral part of the financial statements.
29

 

 

SGI DYNAMIC TACTICAL ETF

 

Financial Highlights

 

Contained below is per share operating performance data for share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

   

FOR THE
SIX MONTHS
ENDED
FEBRUARY 29,
2024
(UNAUDITED)

   

For the
Period
Ended
August 31,
2023
(1)

 

PER SHARE OPERATING PERFORMANCE

               

Net asset value, beginning of period

  $ 25.98     $ 25.00  

Net investment income/(loss) (2)

    0.24       0.13  

Net realized and unrealized gain/(loss) from investments

    2.37       0.85  

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

    2.61       0.98  

Dividends and distributions to shareholders from:

               

Net Investment Income

    (0.24 )      

Net realized capital gain

           

Total dividends and distributions to shareholders

    (0.24 )      

Net asset value, end of period

  $ 28.35     $ 25.98  

Market value, end of period

  $ 28.30     $ 26.05  

Total investment return/(loss) on net asset value (3)

    10.15 %(5)     3.90 %(5)

Total investment return/(loss) on market price (4)

    9.62 %(5)     4.20 %(5)
                 

RATIOS/SUPPLEMENTAL DATA

               

Net assets, end of period (000’s)

  $ 99,804     $ 110,395  

Ratio of expenses to average net assets

    0.95 %(6)     0.95 %(6)

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

    1.87 %(6)     1.18 %(6)

Portfolio turnover rate

    120 %(5)     66 %(5)

 

 

(1)

Inception date of the Fund was March 29, 2023.

(2)

The selected per share data is calculated based on average shares outstanding method for the period.

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

(5)

Not annualized.

(6)

Annualized.

 

The accompanying notes are an integral part of the financial statements.
30

 

 

SGI ENHANCED GLOBAL INCOME ETF

 

Financial Highlights

 

Contained below is per share operating performance data for share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the period. This information has been derived from information provided in the financial statements.

 

 

   

FOR THE
PERIOD
ENDED
FEBRUARY 29,
2024
(UNAUDITED)
(1)

 

PER SHARE OPERATING PERFORMANCE

       

Net asset value, beginning of period

  $ 25.00  

Net investment income/(loss) (2)

    0.01  

Net realized and unrealized gain/(loss) from investments

    0.03  

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

    0.04  

Dividends and distributions to shareholders from:

       

Net Investment Income

     

Net realized capital gain

     

Total dividends and distributions to shareholders

     

Net asset value, end of period

  $ 25.04  

Market value, end of period

  $ 25.10  

Total investment return/(loss) on net asset value (3)

    0.16 %(5)

Total investment return/(loss) on market price (4)

    0.39 %(5)
         

RATIOS/SUPPLEMENTAL DATA

       

Net assets, end of period (000’s)

  $ 501  

Ratio of expenses to average net assets

    0.00 %(6)

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

    7.54 %(6)

Portfolio turnover rate

    0 %(5)

 

 

(1)

Inception date of the Fund was February 28, 2024.

(2)

The selected per share data is calculated based on average shares outstanding method for the period.

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

(5)

Not annualized.

(6)

Annualized.

 

The accompanying notes are an integral part of the financial statements.
31

 

 

SGI ENHANCED CORE ETF

 

Financial Highlights

 

Contained below is per share operating performance data for share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the period. This information has been derived from information provided in the financial statements.

 

 

   

FOR THE
PERIOD
ENDED
FEBRUARY 29,
2024
(UNAUDITED)
(1)

 

PER SHARE OPERATING PERFORMANCE

       

Net asset value, beginning of period

  $ 25.00  

Net investment income/(loss) (2)

     

Net realized and unrealized gain/(loss) from investments

     

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

     

Dividends and distributions to shareholders from:

       

Net Investment Income

     

Net realized capital gain

     

Total dividends and distributions to shareholders

     

Net asset value, end of period

  $ 25.00  

Market value, end of period

  $ 25.03  

Total investment return/(loss) on net asset value (3)

    0.00 %(5)

Total investment return/(loss) on market price (4)

    0.12 %(5)
         

RATIOS/SUPPLEMENTAL DATA

       

Net assets, end of period (000’s)

  $ 500  

Ratio of expenses to average net assets

    0.00 %(6)

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

    0.00 %(6)

Portfolio turnover rate

    0 %(5)

 

 

(1)

Inception date of the Fund was February 28, 2024.

(2)

The selected per share data is calculated based on average shares outstanding method for the period.

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

(5)

Not annualized.

(6)

Annualized.

 

The accompanying notes are an integral part of the financial statements.
32

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements

FEBRUARY 29, 2024 (UNAUDITED)

 

1. Organization and Significant Accounting Policies

 

The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has sixty-four separate investment portfolios, including the SGI U.S. Large Cap Core ETF, SGI Dynamic Tactical ETF, SGI Enhanced Global Income ETF and the SGI Enhanced Core ETF (each, a “Fund” and collectively, the “Funds”), which commenced investment operations on March 30, 2023, March 29, 2023, February 28, 2024 and February 28, 2024, respectively.

 

RBB has authorized capital of one hundred billion shares of common stock of which 92.723 billion shares are currently classified into two hundred and thirty-four classes of common stock. Each class represents an interest in an active or inactive investment portfolio of the Company.

 

The investment objective of the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF is to provide long-term capital appreciation. The investment objective of the SGI Enhanced Global Income ETF and the SGI Enhanced Core ETF is to seek income.

 

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies.”

 

The end of the reporting period for the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF 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”).

 

The end of the reporting period for SGI Enhanced Global Income ETF and SGI Enhanced Core ETF is February 29, 2024, and the period covered by these Notes to Financial Statements since inception period from February 28, 2024 through February 29, 2024 (the “current fiscal period”).

 

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in exchange-traded funds (“ETFs”) are valued at their last reported sale price. Investments in other open-end investment companies, if any, are valued based on the NAV of those investment companies (which may use fair value pricing as disclosed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued by the Valuation Designee (as defined below) in accordance with procedures adopted by The Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Summit Global Investments, LLC (the “Adviser” or “Summit”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.

 

33

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

 

● Level 1 —

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

 

 

● Level 2 —

Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

 

● Level 3 —

Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

 

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used, as of the end of the current fiscal period, in valuing each Fund’s investments carried at fair value:

 

   

Total

   

Level 1

   

Level 2

   

Level 3

 

SGI U.S. LARGE CAP CORE ETF

                               

Common Stocks

  $ 95,490,294     $ 95,490,294     $     $  

Total Investments*

  $ 95,490,294     $ 95,490,294     $     $  
                                 

SGI DYNAMIC TACTICAL ETF

                               

Exchange-Traded Funds

  $ 99,724,795     $ 99,724,795     $     $  

Total Investments*

  $ 99,724,795     $ 99,724,795     $     $  
                                 

SGI ENHANCED GLOBAL INCOME ETF

                               

Common Stocks

  $ 471,475     $ 471,475     $     $  

Preferred Stocks

    15,480       15,480              

Closed End Funds

    9,549       9,549              

Total Investments*

  $ 496,504     $ 496,504     $     $  

 

 

*

Please refer to Portfolio of Investments for further details.

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only if a Fund had an amount of Level 3 investments at the end of the

 

34

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

 

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

 

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.

 

Investment Transactions, Investment Income and Expenses — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Certain expenses are shared with The RBB Fund Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.

 

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

 

U.S. tax status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.

 

Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss from such claims to be remote.

 

2. Investment Adviser and Other Services

 

SGI Global Investments, LLC serves as the Adviser to the Funds. SG Trading Solutions, LLC (“SG Trading Solutions”) serves as the investment sub-adviser to the Funds. Each Fund pays all of its expenses other than those expressly assumed by the Adviser. Expenses of each Fund are deducted from the Fund’s total income before dividends are paid. Subject to the supervision of the Board, the Adviser manages the overall investment operations of each Fund in accordance with the Fund’s respective investment objective and policies and formulates a continuing investment strategy for each Fund pursuant to the terms of the Investment Advisory Agreement between the Adviser and the Company on behalf of each Fund (each, an “Advisory Agreement” and together, the “Advisory Agreements”). The

 

35

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

Funds compensate the Adviser with a unitary management fee for its services at an annual rate of 0.85%, 0.95%, 0.98% and 0.98% of the average daily net assets of the SGI U.S. Large Cap Core ETF, the SGI Dynamic Tactical ETF, the SGI Enhanced Global Income ETF and SGI Enhanced Core ETF, respectively, during the month. From the unitary management fee, the Adviser pays most of the expenses of each Fund, including the cost of sub-advisory fees to SG Trading Solutions, transfer agency, custody, fund administration, legal, audit and other services. However, under each Investment Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business. The Sub-Adviser is an affiliate of the Adviser. The Sub-Adviser implements rigorous quantitative and fundamental analysis to achieve best execution, and is subject to oversight by the Adviser and the Board. Under the Sub-Advisory Agreement, the Sub-Adviser receives a fee from the Adviser, calculated daily and paid monthly, equal to 0.05% of the average daily net assets of each Fund. During the current fiscal period, investment advisory fees accrued were as follows:

 

FUND

 

ADVISORY FEES

 

SGI U.S. Large Cap Core ETF

  $ 428,672  

SGI Dynamic Tactical ETF

    500,415  

SGI Enhanced Global Income ETF

     

SGI Enhanced Core ETF

     

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB.

 

Under the Funds’ unitary fee, the Adviser compensates Fund Services and the Custodian for services provided.

 

3. DIRECTOR AND OFFICER Compensation

 

The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. As of the end of the current fiscal period, there were no director and officer fees charged or paid by the Funds out of the unitary fees.

 

36

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

4. Purchases and Sales of Investment Securities

 

During the current fiscal period, aggregate purchases and sales of investment securities (excluding in-kind transactions and short-term investments) of the Funds were as follows:

 

FUND

 

Purchases

   

Sales

 

SGI U.S. Large Cap Core ETF

  $ 95,341,065     $ 96,123,801  

SGI Dynamic Tactical ETF

    126,618,701       125,387,869  

SGI Enhanced Global Income ETF

           

SGI Enhanced Core ETF

           

 

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

 

During the current fiscal period, aggregate purchases and sales of in-kind transactions (excluding short-term investments) of the Funds were as follows:

 

FUND

 

Purchases

   

Sales

 

SGI U.S. Large Cap Core ETF

  $ 45,136,240     $ 60,851,143  

SGI Dynamic Tactical ETF

    12,297,202       32,859,284  

SGI Enhanced Global Income ETF

    495,785        

SGI Enhanced Core ETF

           

 

5. Federal Income Tax Information

 

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

As of August 31, 2023, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the SGI U.S. Large Cap Core ETF and the SGI Dynamic Tactical ETF were as follows:

 

   

Federal Tax
Cost

   

Unrealized
Appreciation

   

Unrealized
(Depreciation)

   

Net Unrealized
Appreciation/
(Depreciation)

 

SGI U.S. Large Cap Core ETF

  $ 95,115,401     $ 5,018,773     $ (2,260,076 )   $ 2,758,697  

SGI Dynamic Tactical ETF

    108,212,808       3,439,369       (1,263,013 )     2,176,356  

 

The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to timing differences related to wash sales.

 

Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. Any permanent differences resulting from different book and tax treatment are reclassified at year-end and have no impact on net income, NAV or NAV per share of the Funds.

 

37

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

Permanent differences as of August 31, 2023, primarily attributable to in-kind redemptions gain and loss were reclassified among the following accounts:

 

   

Distributable
Earnings/(loss)

   

Paid-in
Capital

 

SGI U.S. Large Cap Core ETF

  $ (1,147,421 )   $ 1,147,421  

SGI Dynamic Tactical ETF

    (12,930 )     12,930  

 

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

 

FUND

 

Undistributed
Ordinary
Income

   

Undistributed
Long-term
capital gains

   

Capital
Loss Carry
Forward

   

Qualified
Late-
Year Loss
Deferral

   

Other
Temporary
Differences

   

Net
Unrealized
Appreciation/

(Depreciation)

 

SGI U.S. Large Cap Core ETF

  $ 1,542,866     $ 1,764     $     $     $     $ 2,758,697  

SGI Dynamic Tactical ETF

    408,384             (499,102 )                 2,176,356  

 

The differences between the book and tax basis components of distributable earnings relate primarily to wash sales.

 

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

 

The Funds are permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2023, the SGI Dynamic Tactical ETF had $499,102 of short-term loss carryovers.

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2023, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023. As of August 31, 2023 the Funds had no tax basis qualified late-year loss deferral.

 

6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES

 

In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.

 

In October 2022, the Securities and Exchange Commission (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.

 

38

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (Continued)

FEBRUARY 29, 2024 (UNAUDITED)

 

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. TRANSACTIONS WITH AFFILIATES

 

The following issuers are affiliated with the Funds. Fund of Funds are allowed to invest in other investment companies in excess of the limits imposed, if certain requirement, such as being part of the same group of investment companies, are met. As defined in Section (2)(a)(3) of the Investment Company Act of 1940; such issuers are:

 

   

August 31, 2023

   

Additions

   

Reductions

 

Issuer Name

 

Share
Balance

   

Cost

   

Share
Balance

   

Cost

   

Share
Balance

   

Cost

 

SGI Dynamic Tactical ETF

                                               

SGI U.S. Large Cap Core ETF

    829,146     $ 22,726,237       937,891     $ 26,250,420       (665,231 )   $ (17,332,839 )
      829,146     $ 22,726,237       937,891     $ 26,250,420       (665,231 )   $ (17,332,839 )

 

   

February 29, 2024

 

Issuer Name

 

Dividend
Income

   

Capital
Gain
Distribution

   

Net Change in
Unrealized
Appreciation/
(Depreciation)

   

Realized
Gain/(Loss)

   

Share
Balance

   

Value

   

Cost

 

SGI Dynamic Tactical ETF

                                                       

SGI U.S. Large Cap Core ETF

  $     $     $ 6,587,162     $ 1,620,137       1,101,806     $ 35,427,250     $ 31,643,818  
    $     $     $ 6,587,162     $ 1,620,137       1,101,806     $ 35,427,250     $ 31,643,818  

 

8. SHARE TRANSACTIONS

 

Shares of the SGI U.S. Large Cap Core ETF, are listed and traded on the NYSE. Shares of the SGI Dynamic Tactical ETF, SGI Enhanced Global Income ETF and SGI Enhanced Core ETF are listed and traded on the NASDAQ, Inc. Market prices for the shares may be different from their NAV. Each Fund issues and redeems shares on a continuous basis at NAV only in blocks of 5,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of each Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from each Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

39

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Notes to Financial Statements (CONCLUDED)

FEBRUARY 29, 2024 (UNAUDITED)

 

9. 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

 

 

SUMMIT GLOBAL INVESTMENTS

 

 

Other Information (Unaudited)

 

Proxy Voting

 

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (855) 744-8500 and on the SEC’s website at http://www.sec.gov.

 

Quarterly Portfolio Schedules

 

The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT filings are available on the SEC’s website at http://www.sec.gov.

 

41

 

 

Investment Adviser

Summit Global Investments, LLC
620 South Main Street
Bountiful, UT 84010

 

Administrator and Transfer Agent

U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201

 

Principal Underwriter

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

 

Custodian

U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212

 

Independent Registered Public Accounting Firm

Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103

 

Legal Counsel

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

 

SGI-ETFSAR24

 

 

 

 (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 open-end investment companies.

 

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 directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

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 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable 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 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.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) The RBB Fund, Inc.  
     
By (Signature and Title)* /s/ Steven Plump  
  Steven Plump, President  
  (principal executive officer)  
     
Date 4/30/2024  

 

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 4/30/2024  
     
By (Signature and Title)* /s/ James Shaw  
  James Shaw, CFO/COO  
  (principal financial officer)  
     
Date 4/30/2024  

 

* Print the name and title of each signing officer under his or her signature.

 

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