Spinnaker ETF Series
09/05/2024 | Press release | Distributed by Public on 09/05/2024 12:33
Annual Report by Investment Company Form N CSR
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22398
Spinnaker ETF Series
(Exact name of registrant as specified in charter)
116 South Franklin Street, Rocky Mount, North Carolina 27804
(Address of principal executive offices) (Zip code)
Paracorp Inc.
2140 South Dupont Hwy, Camden, DE 19934
(Name and address of agent for service)
Registrant's telephone number, including area code: 252-972-9922
Date of fiscal year end: June 30
Date of reporting period: June 30, 2024
|
Item 1. |
Report to Stockholders. |
| (a) |
|
UVA Unconstrained Medium-Term Fixed Income ETF TICKER: FFIUEXCHANGE: NYSE ARCA ANNUAL SHAREHOLDER REPORT JUNE 30, 2024 This Annual shareholder reportcontains important information about UVA Unconstrained Medium-Term Fixed Income ETFfor the period July 1, 2023 to June 30, 2024. You can fnd additional information about the Fund at https://etfpages.com/FFIU. You can also request this information by contacting us at (800) 773-3863. |
What were the Fund costs for the past year?
(based on a hypothetical $10,000 investment)
| Fund Name |
Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
| FFIU | $50.94 | 0.50% |
How did the Fund perform last year and what affected its performance?
For the twelve months ended June 30, 2024, the Fund returned 3.53%. The Fund outperformed its benchmark, the Bloomberg US Aggregate Bond Total Return Index, which returned 2.63% for the same period.
What Factors Influenced Performance
The outperformance was largely due to the Fund's larger holdings of corporate issues versus the benchmark, and the fact that the Fund held a larger than normal cash position as interest rates were rising.
Top Contributors to Performance:
| • | A larger than normal cash position in the Fund early in the fiscal year, which cushioned the Fund against rising interest rates late in 2023. |
| • | Higher coupon payments due to the Fund's owning more corporate paper as a percentage of the portfolio compared to the benchmark. |
Top Detractors from Performance:
| • | Long-term Treasury securities purchased in 2022, prior to the Fed's rate hiking cycle. |
How did the Fund perform since inception?
The Fund's past performance is not a good predictor of the Fund's future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Cumulative Performance
From August 18, 2017, commencement of operations, through June 30, 2024
Initial Investment of $10,000
Average Annual Total Returns
| Since | |||
| Inception | |||
| 1 year | 5 year | 8/18/17 | |
| FFIU | 3.53% | 0.12% | 0.94% |
| Bloomberg US Aggregate Bond Index | 2.63% | -0.23% | 0.94% |
Visit https://etfpages.com/FFIU for more recent performance information.
UVA Unconstrained Medium-Term Fixed Income ETF Tailored Shareholder Report
Key Fund Statistics
(as of June 30, 2024)
| Net Assets | $42,120,806 |
| Number of Holdings | 120 |
| Net Advisory Fee Paid | $1,769 |
| Annual Portfolio Turnover | 26.49% |
What did the Fund invest in?
(as of June 30, 2024)
Sector Breakdown (% of net assets)
| Top 10 Holdings | (% of net assets) |
| Freddie Mac Pool, 5.000% 4/1/53 | 4.25% |
| Charles Schwab Corp/The, 5.375% 6/1/25 | 3.52% |
| Fannie Mae Pool, 5.500% 10/1/53 | 3.12% |
| United States Treasury Bonds, 2.250% 2/15/52 | 2.28% |
| United States Treasury Bonds, 4.000% 11/15/42 | 2.20% |
| Fannie Mae Pool, 5.000% 6/1/53 | 2.14% |
| United States Treasury Bonds, 3.625% 8/15/43 | 2.07% |
| eBay Inc, 4.000% 7/15/42 | 2.03% |
| United States Treasury Bonds, 3.125% 2/15/43 | 1.74% |
| Freddie Mac Pool, 6.000% 10/1/53 | 1.67% |
For additional information about the Fund; including its prospectus, fnancial information, holdings and proxy voting information, visit https://etfpages.com/FFIU.
UVA Unconstrained Medium-Term Fixed Income ETF Tailored Shareholder Report
(b) Not applicable.
Item 2. Code of Ethics.
| (a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the "Code of Ethics"). |
| (c) | During the period covered by this report, there have been no substantive amendments to the provisions of the Code of Ethics. |
| (d) | During the period covered by this report, the registrant did not grant any waivers to the provisions of the Code of Ethics. |
| (e) | Not applicable. |
| (f)(1) | A copy of the Code of Ethics is filed with this Form N-CSR as Exhibit 19(a)(1). |
Item 3. Audit Committee Financial Expert.
The registrant does not have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the collective knowledge and experience provided by the members of the audit committee together offer the registrant adequate oversight for the registrant's level of financial complexity.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees |
Audit fees billed for the UVA Unconstrained Medium-Term Fixed Income ETF (the "Fund") for the last two fiscal years are reflected in the tables below.
For the fiscal year ended June 30, 2023, these amounts represent aggregate fees billed for professional services rendered by the Fund's independent accountant, Cohen & Company, Ltd. ("Former Accountant"), for the audit of the Fund's annual financial statements or services that are normally provided by the Former Accountant in connection with the Fund's statutory and regulatory filings or engagements for that fiscal year.
|
Fund |
June 30, 2023 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $14,600 |
For the fiscal year ended June 30, 2024, these amounts represent aggregate fees billed for professional services rendered by the Funds' independent accountant, Tait, Weller & Baker, LLP ("Accountant"), in connection with the audit of the Fund's annual financial statements and for services that are normally provided by the Accountant in connection with the Fund's statutory and regulatory filings for that fiscal year.
|
Fund |
June 30, 2024 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $12,000 |
| (b) |
Audit-Related Fees |
There were no additional fees billed in the fiscal year ended June 30, 2023, for assurance and related services by the Former Accountant that were reasonably related to the performance of the audit of the Fund's financial statements that were not reported under paragraph (a) of this Item.
There were no additional fees billed in the fiscal year ended June 30, 2024, for assurance and related services by the Accountant that were reasonably related to the performance of the audit of the Fund's financial statements that were not reported under paragraph (a) of this Item.
| (c) | Tax Fees |
These amounts represent the aggregate fees billed in the fiscal year ended June 30, 2023, for professional services rendered by the Former Accountant for tax compliance, tax advice, and tax planning are reflected in the table below. These services were for the completion of the Fund's federal and state income tax returns, excise tax returns, and assistance with distribution calculations.
|
Fund |
June 30, 2023 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $3,100 |
These amounts represent the aggregate fees billed in the fiscal year ended June 30, 2024, for professional services rendered by the Accountant for tax compliance, tax advice, and tax planning are reflected in the table below. These services were for the completion of the Fund's federal and state income tax returns, excise tax returns, and assistance with distribution calculations.
|
Fund |
June 30, 2024 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $3,000 |
| (d) | All Other Fees |
There were no other fees billed in the fiscal year ended June 30, 2023, for products and services by the Former Accountant, other than the services reported in paragraphs (a) through (c) of this item.
There were no other fees billed in the fiscal year ended June 30, 2024, for products and services provided by the Accountant, other than the services reported in paragraphs (a) through (c) of this item.
| (e)(1) | The Fund's Board of Trustees pre-approved the engagement of the Former Accountant for the fiscal year ended June 30, 2023, at an audit committee meeting of the Board of Trustees called for such purpose. The Fund's Board of Trustees pre-approved the engagement of the Accountant for the fiscal year ended June 30, 2024, at an audit committee meeting of the Board of Trustees called for such purpose; and will pre-approve the Accountant for each fiscal year thereafter at an audit committee meeting called for such purpose. The charter of the audit committee states that the audit committee should pre-approve any audit services and, when appropriate, evaluate and pre-approve any non-audit services provided by the Accountant to the Fund and to pre-approve, when appropriate, any non-audit services provided by the Accountant to the Fund's investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund if the engagement relates directly to the operations and financial reporting of the Fund. |
| (2) | There were no services as described in each of paragraph (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Not applicable. |
| (g) | Aggregate non-audit fees billed by the Former Accountant to the Fund for services rendered for the fiscal year ended June 30, 2023, are reflected in the table below. There were no fees billed by the Former Accountant for non-audit services rendered to the Fund's investment advisor, or any other entity controlling, controlled by, or under common control with the Fund's investment advisor for the fiscal year ended June 30, 2023. |
|
Fund |
June 30, 2023 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $3,100 |
Aggregate non-audit fees billed by the Accountant to the Fund for services rendered for the fiscal year ended June 30, 2024, are reflected in the table below. There were no fees billed by the Accountant for non-audit services rendered to the Fund's investment adviser, or any other entity controlling, controlled by, or under common control with the Fund's investment adviser for the fiscal year ended June 30, 2024.
|
Fund |
June 30, 2024 |
| UVA Unconstrained Medium-Term Fixed Income ETF | $3,000 |
| (h) | Not applicable. |
| (i) | Not applicable. |
| (j) | Not applicable. |
| Item 5. | Audit Committee of Listed Registrants. |
| (a) | The Fund is a listed issuer as defined in Rule 10A-3 under the Exchange Act of 1934 and has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934. The Fund's audit committee members are Thomas R. Galloway and Jesse S. Eberdt, III. |
| (b) | Not applicable. |
| Item 6. | Investments. |
| (a) | A copy of Schedule I - Investments in securities of unaffiliated issuers as of the close of the reporting period is included in the financial statements filed under Item 7 of this Form. |
| (b) | Not applicable. |
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
UVA Unconstrained
Medium-Term Fixed Income ETF
Annual Financial Statements
For the fiscal year ended June 30, 2024
The financial statements and other information contained herein are submitted for the general information of the shareholders of the UVA Unconstrained Medium-Term Fixed Income ETF (the "ETF"). The ETF's shares are not deposits or obligations of, or guaranteed by, any depository institution. The ETF's shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the Fund nor the Fund's distributor is a bank.
The UVA Unconstrained Medium-Term Fixed Income ETF is distributed by Capital Investment Group, Inc., Member FINRA/SIPC, 100 E. Six Forks Road, Suite 200, Raleigh, NC 27609. There is no affiliation between the UVA Unconstrained Medium-Term Fixed Income ETF, including its principals, and Capital Investment Group, Inc.
TABLE OF CONTENTS
| Schedule of Investments (N-CSR Item 6) | 3 |
| Financial Statements (N-CSR Item 7) | |
| Statement of Assets and Liabilities | 7 |
| Statement of Operations | 8 |
| Statements of Changes in Net Assets | 9 |
| Notes to Financial Statements | 11 |
| Report of Independent Registered Public Accounting Firm | 19 |
| Tax Information | 20 |
| Changes In and Disagreements with Accountants (N-CSR Item 8) | 20 |
| Matters Submitted for Shareholder Vote (N-CSR Item 9) | 20 |
| Renumeration Paid to Directors, Officers and Others (N-CSR Item 10) | 20 |
| Approval of Investment Advisory Agreement (N-CSR Item 11) | 20 |
| Schedule of Investments | ||||||||||||||
| As of June 30, 2024 | ||||||||||||||
| Principal |
Interest Rate |
Maturity Date |
Value (Note 1) |
|||||||||||
| Corporate Bonds - 55.83% | ||||||||||||||
| Communications - 3.14% | ||||||||||||||
| Alphabet Inc | $ | 500,000 | 1.900 | % | 8/15/2040 | $ | 325,859 | |||||||
| Alphabet Inc | 750,000 | 2.050 | % | 8/15/2050 | 426,804 | |||||||||
| TWDC Enterprises 18 Corp | 250,000 | 3.000 | % | 7/30/2046 | 170,341 | |||||||||
| Walt Disney Co/The | 250,000 | 2.750 | % | 9/1/2049 | 160,012 | |||||||||
| Walt Disney Co/The | 300,000 | 3.500 | % | 5/13/2040 | 240,187 | |||||||||
| 1,323,203 | ||||||||||||||
| Consumer Discretionary - 13.14% | ||||||||||||||
| Amazon.com Inc | 750,000 | 2.500 | % | 6/3/2050 | 461,944 | |||||||||
| Amazon.com Inc | 500,000 | 3.150 | % | 8/22/2027 | 474,052 | |||||||||
| Delta Air Lines Inc | 155,000 | 4.375 | % | 4/19/2028 | 149,188 | |||||||||
| eBay Inc | 190,000 | 2.700 | % | 3/11/2030 | 167,578 | |||||||||
| eBay Inc | 1,068,000 | 4.000 | % | 7/15/2042 | 857,043 | |||||||||
| Ford Motor Co | 250,000 | 6.375 | % | 2/1/2029 | 251,602 | |||||||||
| Ford Motor Credit Co LLC | 200,000 | 4.389 | % | 1/8/2026 | 195,739 | |||||||||
| General Motors Co | 250,000 | 5.000 | % | 10/1/2028 | 247,472 | |||||||||
| McDonald's Corp | 200,000 | 3.700 | % | 2/15/2042 | 156,701 | |||||||||
| McDonald's Corp | 500,000 | 4.700 | % | 12/9/2035 | 474,530 | |||||||||
| NIKE Inc | 250,000 | 3.250 | % | 3/27/2040 | 194,450 | |||||||||
| NIKE Inc | 343,000 | 3.625 | % | 5/1/2043 | 271,534 | |||||||||
| Ralph Lauren Corp | 350,000 | 2.950 | % | 6/15/2030 | 311,477 | |||||||||
| Southwest Airlines Co | 100,000 | 2.625 | % | 2/10/2030 | 86,422 | |||||||||
| Southwest Airlines Co | 500,000 | 5.125 | % | 6/15/2027 | 497,725 | |||||||||
| Southwest Airlines Co | 250,000 | 7.375 | % | 3/1/2027 | 260,872 | |||||||||
| Starbucks Corp | 250,000 | 2.450 | % | 6/15/2026 | 237,459 | |||||||||
| Trustees of Princeton University/The | 250,000 | 2.612 | % | 7/1/2026 | 237,287 | |||||||||
| 5,533,075 | ||||||||||||||
| Consumer Staples - 2.99% | ||||||||||||||
| Altria Group Inc | 400,000 | 4.250 | % | 8/9/2042 | 319,388 | |||||||||
| Altria Group Inc | 250,000 | 4.500 | % | 5/2/2043 | 205,522 | |||||||||
| Altria Group Inc | 250,000 | 5.800 | % | 2/14/2039 | 249,920 | |||||||||
| Brown-Forman Corp | 330,000 | 4.500 | % | 7/15/2045 | 289,443 | |||||||||
| Constellation Brands Inc | 200,000 | 4.650 | % | 11/15/2028 | 195,866 | |||||||||
| 1,260,139 | ||||||||||||||
| Energy - 0.76% | ||||||||||||||
| EOG Resources Inc | 330,000 | 5.100 | % | 1/15/2036 | 319,188 | |||||||||
| Financials - 11.90% | ||||||||||||||
| Bank of America Corp | 500,000 | 6.300 | % | 3/10/2026 | 502,620 | |||||||||
| Bank of New York Mellon Corp/The | 350,000 | 3.750 | % | 12/20/2026 | 322,875 | |||||||||
| Berkshire Hathaway Finance Corp | 300,000 | 2.850 | % | 10/15/2050 | 193,876 | |||||||||
| CBRE Services Inc | 100,000 | 2.500 | % | 4/1/2031 | 83,048 | |||||||||
| Charles Schwab Corp/The | 1,500,000 | 5.375 | % | 6/1/2025 | 1,483,125 | |||||||||
| Cincinnati Financial Corp | 250,000 | 6.125 | % | 11/1/2034 | 260,665 | |||||||||
| Cincinnati Financial Corp | 59,000 | 6.920 | % | 5/15/2028 | 62,477 |
See Notes to Financial Statements
3
| Schedule of Investments (continued) | ||||||||||||||
| As of June 30, 2024 | ||||||||||||||
| Principal |
Interest Rate |
Maturity Date |
Value (Note 1) |
|||||||||||
| Financials (continued) | ||||||||||||||
| Citigroup Global Markets Holdings Inc/United States | $ | 250,000 | 1.000 | % | 3/17/2031 | $ | 192,860 | |||||||
| Goldman Sachs Group Inc/The | 250,000 | 4.600 | % | 10/15/2033 | 237,703 | |||||||||
| GS Finance Corp | 250,000 | 1.000 | % | 3/10/2031 | 192,860 | |||||||||
| Janus Henderson US Holdings Inc | 100,000 | 4.875 | % | 8/1/2025 | 98,998 | |||||||||
| MetLife Inc | 250,000 | 5.875 | % | 3/15/2028 | 248,438 | |||||||||
| MetLife Inc | 405,000 | 10.750 | % | 8/1/2039 | 534,593 | |||||||||
| Morgan Stanley | 280,000 | 5.875 | % | 9/15/2026 | 275,100 | |||||||||
| Progressive Corp/The | 415,000 | 3.700 | % | 1/26/2045 | 323,568 | |||||||||
| 5,012,806 | ||||||||||||||
| Health Care - 4.19% | ||||||||||||||
| Amgen Inc | 300,000 | 3.150 | % | 2/21/2040 | 223,187 | |||||||||
| Amgen Inc | 300,000 | 4.400 | % | 5/1/2045 | 251,313 | |||||||||
| Amgen Inc | 100,000 | 5.375 | % | 5/15/2043 | 90,590 | |||||||||
| Bristol-Myers Squibb Co | 500,000 | 4.125 | % | 6/15/2039 | 432,994 | |||||||||
| Gilead Sciences Inc | 332,000 | 3.650 | % | 3/1/2026 | 322,745 | |||||||||
| Quest Diagnostics Inc | 250,000 | 4.200 | % | 6/30/2029 | 240,934 | |||||||||
| Stryker Corp | 211,000 | 3.500 | % | 3/15/2026 | 204,559 | |||||||||
| 1,766,322 | ||||||||||||||
| Industrials - 3.87% | ||||||||||||||
| FedEx Corp | 300,000 | 3.875 | % | 8/1/2042 | 234,372 | |||||||||
| FedEx Corp | 704,000 | 4.100 | % | 4/15/2043 | 566,020 | |||||||||
| General Electric Co | 288,000 | 5.100 | % | 6/15/2032 | 275,424 | |||||||||
| Lockheed Martin Corp | 300,000 | 2.800 | % | 6/15/2050 | 191,393 | |||||||||
| RTX Corp | 400,000 | 4.875 | % | 10/15/2040 | 362,436 | |||||||||
| 1,629,645 | ||||||||||||||
| Technology - 14.77% | ||||||||||||||
| Apple Inc | 500,000 | 2.375 | % | 2/8/2041 | 346,413 | |||||||||
| Apple Inc | 500,000 | 2.900 | % | 9/12/2027 | 471,255 | |||||||||
| Apple Inc | 500,000 | 3.450 | % | 2/9/2045 | 389,193 | |||||||||
| Apple Inc | 350,000 | 3.750 | % | 9/12/2047 | 279,592 | |||||||||
| Apple Inc | 450,000 | 3.850 | % | 5/4/2043 | 378,557 | |||||||||
| Apple Inc | 400,000 | 4.250 | % | 2/9/2047 | 350,958 | |||||||||
| Apple Inc | 100,000 | 4.650 | % | 2/23/2046 | 92,568 | |||||||||
| Broadcom Corp / Broadcom Cayman Finance Ltd | 200,000 | 3.500 | % | 1/15/2028 | 188,898 | |||||||||
| Broadcom Inc | 250,000 | 4.300 | % | 11/15/2032 | 232,895 | |||||||||
| Cisco Systems Inc | 500,000 | 2.500 | % | 9/20/2026 | 474,754 | |||||||||
| Electronic Arts Inc | 250,000 | 1.850 | % | 2/15/2031 | 203,757 | |||||||||
| Intel Corp | 300,000 | 2.800 | % | 8/12/2041 | 207,944 | |||||||||
| Intel Corp | 300,000 | 3.250 | % | 11/15/2049 | 202,063 | |||||||||
| International Business Machines Corp | 800,000 | 4.150 | % | 5/15/2039 | 688,710 | |||||||||
| Microsoft Corp | 500,000 | 2.525 | % | 6/1/2050 | 316,404 | |||||||||
| Microsoft Corp | 450,000 | 3.500 | % | 11/15/2042 | 367,298 | |||||||||
| Oracle Corp | 400,000 | 3.800 | % | 11/15/2037 | 330,359 | |||||||||
| Oracle Corp | 650,000 | 4.125 | % | 5/15/2045 | 509,950 | |||||||||
| QUALCOMM Inc | 200,000 | 3.250 | % | 5/20/2027 | 191,070 | |||||||||
| 6,222,638 |
See Notes to Financial Statements
4
| Schedule of Investments (continued) | ||||||||||||||
| As of June 30, 2024 | ||||||||||||||
| Principal |
Interest Rate |
Maturity Date |
Value (Note 1) |
|||||||||||
| Utilities - 1.07% | ||||||||||||||
| Berkshire Hathaway Energy Co | $ | 250,000 | 3.700 | % | 7/15/2030 | $ | 233,522 | |||||||
| San Diego Gas & Electric Co | 250,000 | 3.000 | % | 3/15/2032 | 216,764 | |||||||||
| 450,286 | ||||||||||||||
| Total Corporate Bonds (Cost $28,271,011) | 23,517,302 | |||||||||||||
| Municipal Bonds - 11.75% | ||||||||||||||
| Alaska Municipal Bond Bank Authority | 350,000 | 2.602 | % | 12/1/2036 | 268,492 | |||||||||
| Alaska Municipal Bond Bank Authority | 350,000 | 3.028 | % | 12/1/2041 | 251,296 | |||||||||
| Bay Area Toll Authority | 350,000 | 2.913 | % | 4/1/2036 | 287,203 | |||||||||
| Bristol Township School District | 255,000 | 3.650 | % | 6/1/2043 | 194,070 | |||||||||
| California State University | 300,000 | 2.670 | % | 11/1/2038 | 230,289 | |||||||||
| City of Martinez CA | 330,000 | 2.700 | % | 8/1/2040 | 236,976 | |||||||||
| City of New York NY | 170,000 | 3.450 | % | 3/1/2026 | 166,255 | |||||||||
| Commonwealth of Pennsylvania | 300,000 | 5.450 | % | 2/15/2030 | 301,884 | |||||||||
| County of Miami-Dade Seaport Department | 250,000 | 2.762 | % | 10/1/2038 | 185,612 | |||||||||
| Golden State Tobacco Securitization Corp | 250,000 | 3.115 | % | 6/1/2038 | 196,003 | |||||||||
| Manatee County Port Authority | 200,000 | 3.187 | % | 10/1/2041 | 149,680 | |||||||||
| New Jersey Educational Facilities Authority | 400,000 | 3.468 | % | 7/1/2035 | 341,008 | |||||||||
| Pennsylvania Higher Educational Facilities Authority | 250,000 | 4.300 | % | 6/15/2045 | 216,505 | |||||||||
| Pennsylvania State University/The | 200,000 | 2.790 | % | 9/1/2043 | 148,148 | |||||||||
| Regents of the University of California Medical Center Pooled Revenue | 70,000 | 2.459 | % | 5/15/2026 | 66,774 | |||||||||
| San Marcos Unified School District | 350,000 | 3.377 | % | 8/1/2040 | 278,432 | |||||||||
| Tampa-Hillsborough County Expressway Authority | 505,000 | 2.692 | % | 7/1/2037 | 374,604 | |||||||||
| Tulare County Board of Education | 250,000 | 3.640 | % | 5/1/2043 | 184,845 | |||||||||
| University of Arizona/The | 350,000 | 3.900 | % | 6/1/2044 | 287,112 | |||||||||
| University of California | 25,000 | 3.039 | % | 5/15/2027 | 23,803 | |||||||||
| University of Pittsburgh-of the Commonwealth System of Higher Education | 140,000 | 3.127 | % | 9/15/2026 | 135,048 | |||||||||
| Utah Transit Authority | 550,000 | 2.774 | % | 12/15/2038 | 423,660 | |||||||||
| Total Municipal Bonds (Cost $6,389,162) | 4,947,699 | |||||||||||||
| United States Treasury Notes - 12.74% | ||||||||||||||
| 250,000 | 1.875 | % | 2/15/2032 | 210,195 | ||||||||||
| 1,500,000 | 2.250 | % | 2/15/2052 | 961,875 | ||||||||||
| 250,000 | 2.375 | % | 3/31/2029 | 228,828 | ||||||||||
| 750,000 | 2.500 | % | 2/15/2045 | 537,422 | ||||||||||
| 250,000 | 2.750 | % | 4/30/2027 | 238,203 | ||||||||||
| 900,000 | 3.125 | % | 2/15/2043 | 731,672 | ||||||||||
| 250,000 | 3.250 | % | 6/30/2027 | 241,250 | ||||||||||
| 500,000 | 3.250 | % | 5/15/2042 | 417,656 | ||||||||||
| 1,000,000 | 3.625 | % | 8/15/2043 | 872,344 | ||||||||||
| 1,000,000 | 4.000 | % | 11/15/2042 | 925,469 | ||||||||||
| Total United States Treasury Notes (Cost $6,126,261) | 5,364,914 |
See Notes to Financial Statements
5
| Schedule of Investments (continued) | ||||||||||||||||
| As of June 30, 2024 | ||||||||||||||||
| Principal |
Interest Rate |
Maturity Date |
Value (Note 1) |
|||||||||||||
| Federal Agency - 15.53% | ||||||||||||||||
| Freddie Mac Pool | $ | 696,549 | 5.000 | % | 4/1/2053 | $ | 674,582 | |||||||||
| Freddie Mac Pool | 701,381 | 6.000 | % | 10/1/2053 | 704,303 | |||||||||||
| Freddie Mac Pool | 1,845,674 | 5.000 | % | 4/1/2053 | 1,791,221 | |||||||||||
| Fannie Mae Pool | 932,388 | 5.000 | % | 6/1/2053 | 903,122 | |||||||||||
| Fannie Mae Pool | 462,652 | 5.500 | % | 7/1/2053 | 457,046 | |||||||||||
| Fannie Mae Pool | 706,533 | 5.500 | % | 9/1/2053 | 697,893 | |||||||||||
| Fannie Mae Pool | 1,330,823 | 5.500 | % | 10/1/2053 | 1,314,703 | |||||||||||
| Total Federal Agency (Cost $6,486,750) | 6,542,870 | |||||||||||||||
| Closed-End Funds - 2.54% | Shares | |||||||||||||||
| BlackRock Taxable Municipal Bond Trust | 26,978 | 441,091 | ||||||||||||||
| Eaton Vance Ltd Duration Income Fund | 25,000 | 243,500 | ||||||||||||||
| Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust | 24,328 | 386,815 | ||||||||||||||
| Total Closed-End Funds (Cost $1,504,649) | 1,071,406 | |||||||||||||||
| Short-Term Investment - 0.14% | ||||||||||||||||
| MSILF Treasury Portfolio, 5.14% (a) (Cost $56,408) | 56,408 | 56,408 | ||||||||||||||
| Investments, at Value (Cost $48,834,241) - 98.53% | $ | 41,500,599 | ||||||||||||||
| Other Assets Less Liabilities - 1.47% | 620,207 | |||||||||||||||
| Net Assets - 100.00% | $ | 42,120,806 | ||||||||||||||
| (a) Represents 7-day effective SEC yield as of June 30, 2024. |
See Notes to Financial Statements
6
| Financial Statements | ||||
| Statement of Assets and Liabilities | ||||
| As of June 30, 2024 | ||||
| Assets: | ||||
| Investments, at value | $ | 41,500,599 | ||
| Receivable for investments sold | 242,758 | |||
| Interest receivable | 411,412 | |||
| Due from Sub-Advisor | 3,067 | |||
| Prepaid insurance | 2,769 | |||
| Total assets | 42,160,605 | |||
| Liabilities: | ||||
| Accrued expenses: | ||||
| Professional fees | 17,266 | |||
| Administration fees | 575 | |||
| Trustee fees and meeting expenses | 1,181 | |||
| Operational expenses | 18,613 | |||
| Other expenses | 2,164 | |||
| Total liabilities | 39,799 | |||
| Total Net Assets | $ | 42,120,806 | ||
| Net Assets Consist of: | ||||
| Paid in capital | $ | 54,022,760 | ||
| Accumulated deficit | (11,901,954 | ) | ||
| Total Net Assets | $ | 42,120,806 | ||
| Investments, at cost | $ | 48,834,241 | ||
| Capital Shares Outstanding, no par value | ||||
| (unlimited authorized shares) | 1,950,000 | |||
| Net Asset Value, Per Share | $ | 21.60 | ||
See Notes to Financial Statements
7
| Financial Statements (continued) | ||||
| Statement of Operations | ||||
| For the fiscal year ended June 30, 2024 | ||||
| Investment Income: | ||||
| Dividends | $ | 94,734 | ||
| Interest | 1,997,344 | |||
| Total Investment Income | 2,092,078 | |||
| Expenses: | ||||
| Advisory fees (note 2) | 119,763 | |||
| Administration fees (note 2) | 54,956 | |||
| Professional fees | 39,847 | |||
| Fund accounting fees (note 2) | 34,511 | |||
| Compliance fees (note 2) | 28,111 | |||
| Shareholder fulfillment fees | 26,565 | |||
| Transfer agent fees (note 2) | 17,722 | |||
| Security pricing fees | 17,289 | |||
| Custody fees | 11,109 | |||
| Trustee fees and meeting expenses (note 3) | 7,938 | |||
| Other expenses | 4,452 | |||
| Insurance fees | 3,720 | |||
| Registration and filing expenses | 1,665 | |||
| Total Expenses | 367,648 | |||
| Fees waived by Sub-Advisor (note 2) | (119,763 | ) | ||
| Fees reimbursed by Sub-Advisor (note 2) | (8,088 | ) | ||
| Net Expenses | 239,797 | |||
| Net Investment Income | 1,852,281 | |||
| Realized and Unrealized Gain (Loss) on Investments: | ||||
| Net realized loss from Investment transactions | (1,626,718 | ) | ||
| Net change in unrealized appreciation on investments | 1,031,639 | |||
| Net Realized and Unrealized Gain (Loss) on Investments | (595,079 | ) | ||
| Net Increase in Net Assets Resulting from Operations | $ | 1,257,202 |
See Notes to Financial Statements
8
| Financial Statements (continued) | ||||||||
| Statements of Changes in Net Assets | ||||||||
| For the fiscal years ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Operations: | ||||||||
| Net investment income | $ | 1,852,281 | $ | 2,314,631 | ||||
| Net realized loss from investment transactions | (1,626,718 | ) | (2,949,767 | ) | ||||
| Net change in unrealized appreciation on investments | 1,031,639 | 1,282,040 | ||||||
| Net Increase in Net Assets Resulting from Operations | 1,257,202 | 646,904 | ||||||
| Distributions to Shareholders From Distributable Earnings | (1,865,750 | ) | (2,312,463 | ) | ||||
| Capital Share Transactions: | ||||||||
| Shares sold | 2,175,910 | 2,200,221 | ||||||
| Shares repurchased | (21,334,869 | ) | (7,627,709 | ) | ||||
| Net Decrease in Net Assets Resulting from Capital Share Transactions | (19,158,959 | ) | (5,427,488 | ) | ||||
| Net Decrease in Net Assets | (19,767,507 | ) | (7,093,047 | ) | ||||
| Net Assets: | ||||||||
| Beginning of Year | 61,888,313 | 68,981,360 | ||||||
| End of Year | $ | 42,120,806 | $ | 61,888,313 | ||||
| Share Information: | ||||||||
| Shares sold | 100,000 | 100,000 | ||||||
| Shares repurchased | (1,000,000 | ) | (350,000 | ) | ||||
| Net Decrease in Capital Shares | (900,000 | ) | (250,000 | ) |
See Notes to Financial Statements
9
| Financial Statements (continued) | ||||||||||||||||||||
| Financial Highlights | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| For a share outstanding during each fiscal period ended | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
| Net Asset Value, Beginning of Year | $ | 21.72 | $ | 22.25 | $ | 26.53 | $ | 26.14 | $ | 25.28 | ||||||||||
| Income (Loss) from Investment Operations: | ||||||||||||||||||||
| Net investment income (a) | 0.83 | 0.75 | 0.64 | 0.64 | 0.71 | |||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.08 | ) | (0.52 | ) | (4.08 | ) | 0.47 | 0.86 | ||||||||||||
| Total from Investment Operations | 0.75 | 0.23 | (3.44 | ) | 1.11 | 1.57 | ||||||||||||||
| Less Distributions From: | ||||||||||||||||||||
| Net investment income | (0.87 | ) | (0.76 | ) | (0.64 | ) | (0.64 | ) | (0.71 | ) | ||||||||||
| Net realized gains | - | - | (0.20 | ) | (0.08 | ) | - | |||||||||||||
| Total Distributions | (0.87 | ) | (0.76 | ) | (0.84 | ) | (0.72 | ) | (0.71 | ) | ||||||||||
| Net Asset Value, End of Year | $ | 21.60 | $ | 21.72 | $ | 22.25 | $ | 26.53 | $ | 26.14 | ||||||||||
| Total Return | 3.53 | % | 1.06 | % | (13.29 | )% | 4.30 | % | 6.29 | % | ||||||||||
| Net Assets, End of Year (in thousands) | $ | 42,121 | $ | 61,888 | $ | 68,981 | $ | 80,914 | $ | 61,426 | ||||||||||
| Ratios of: | ||||||||||||||||||||
| Gross Expenses to Average Net Assets (b) | 0.77 | % | 0.63 | % | 0.62 | % | 0.65 | % | 0.73 | % | ||||||||||
| Net Expenses to Average Net Assets (b) | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | ||||||||||
| Net Investment Income to Average Net Assets (b) | 3.87 | % | 3.45 | % | 2.58 | % | 2.47 | % | 2.75 | % | ||||||||||
| Portfolio turnover rate | 26.49 | % | 8.92 | % | 20.17 | % | 30.49 | % | 21.28 | % | ||||||||||
| (a) Calculated using the average shares method. | ||||||||||||||||||||
| (b) Does not include expenses of the investment companies in which the Fund invests. |
See Notes to Financial Statements
10
Notes to Financial Statements
As of June 30, 2024
| 1. | Organization and Significant Accounting Policies |
The UVA Unconstrained Medium-Term Fixed Income ETF, an exchange-traded fund (the "ETF"), is a diversified series of the Spinnaker ETF Series (the "Trust"). The Trust was established as a Delaware statutory trust under an Agreement and Declaration of Trust on December 21, 2016, and is registered under the Investment Company Act of 1940, as amended (the "1940 Act").
The ETF commenced operations on August 18, 2017. The investment objective of the ETF is to seek current income with limited risk to principal. The ETF seeks to achieve its investment objective by investing principally in fixed income securities of any kind with dollar-weighted average effective duration between three and nine years, under normal circumstances. Under normal market conditions, the ETF intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in such securities. Fixed income securities include bonds, debt securities, and income-producing instruments of any kind issued by governmental or private-sector entities.
The Trust will issue and redeem shares at Net Asset Value ("NAV") only in a large specified number of shares called a "Creation Unit" or multiples thereof. A Creation Unit consists of 50,000 shares. Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash. As a practical matter, only authorized participants may purchase or redeem these Creation Units. Except when aggregated in Creation Units, the shares are not redeemable securities of the ETF. The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in proper form by Capital Investment Group, Inc. (the "Distributor"). Individual shares of the ETF may only be purchased and sold in secondary market transactions through brokers. Shares of the ETF are listed for trading on NYSE Arca under the trading symbol FFIU, and because shares will trade at market prices rather than NAV, shares of the ETF may trade at a price greater than or less than NAV.
The following is a summary of significant accounting policies consistently followed by the ETF. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The ETF follows the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 946 "Financial Services - Investment Companies."
Investment Valuation
An ETF's debt securities are valued at market value. Market value generally means a valuation (i) obtained from an exchange, a pricing service or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker (or dealer), or (iii) based on amortized cost. An ETF's debt securities are thus valued by reference to a combination of transactions and quotations for the same or other securities believed to be comparable in quality, coupon, maturity, type of issue, call provisions, trading characteristics and other features deemed to be relevant. To the extent an ETF's debt securities are valued based on price quotations or other equivalent indications of value provided by a third-party pricing service, any such third-party pricing service may use a variety of methodologies to value some or all of an ETF's debt securities to determine the market price. For example, the prices of securities with characteristics similar to those held by an ETF may be used to assist with the pricing process. In addition, the pricing service may use proprietary pricing models. Equity securities are valued at the last reported sale price on the principal exchange on which such securities are traded, as of the close of regular trading on the NYSE Arca on the day the securities are being valued or, if there are no sales, at the mean of the most recent bid and asked prices. Equity securities that are traded in over-the-counter markets are valued at the NASDAQ Official Closing Price as of the close of regular trading on the NYSE Arca on the day the securities are valued or, if there are no sales, at the mean of the most recent bid and asked prices. Securities for which market quotations (or other market valuations such as those obtained from a pricing service) are not readily available, including restricted securities, are valued by a method that the Board of Trustees ("Trustees") believe accurately reflects fair value. Securities will be valued at fair value when market quotations (or other market valuations such as those obtained from a pricing service) are not readily available or are deemed unreliable, such as when a security's value or meaningful portion of an ETF's portfolio is believed to have been materially affected by a significant event. Such events may include a natural disaster, an economic event like a bankruptcy filing, a trading halt in a security, an unscheduled early market close or a substantial fluctuation in domestic and foreign markets that has occurred between the close of the principal exchange and the NYSE Arca. In such a case, the value for a security is likely to be different from the last quoted market price. In addition, due to the subjective and variable nature of fair market value pricing, it is possible that the value determined for a particular asset may be materially different from the value realized upon such asset's sale.
Trading in securities on many foreign securities exchanges and over-the-counter markets is normally completed before the close of business on each U.S. business day. In addition, securities trading in a particular country or countries may not take place on all U.S. business days or may take place on days that are not U.S. business days. Changes in valuations on certain securities may occur at times or on days on which an ETF's net asset value is not calculated and on which an ETF's does not effect sales, redemptions and exchanges of its Shares.
11
Notes to Financial Statements
As of June 30, 2024
Fair Value Measurement
The ETF has adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements.
Various inputs are used in determining the value of the ETF's investments. These inputs are summarized in the three broad levels listed below:
| Level 1: | Unadjusted quoted prices in active markets for identical securities assets or liabilities that the ETF has the ability to access. |
| Level 2: | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, credit spreads, yield curves, and market-collaborated input. |
| Level 3: | Unobservable inputs for the asset or liability to the extent that observable inputs are not available, representing the assumptions that a market participant would use in valuing the asset or liability at the measurement date; they would be based on the best information available, which may include the ETF's own data. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs as of June 30, 2024 for the ETF's assets measured at fair value:
| Total | Level 1 | Level 2 | Level 3(a) | |||||||||||||
| Assets | ||||||||||||||||
| Corporate Bonds | $ | 23,517,302 | $ | - | $ | 23,131,582 | $ | 385,720 | ||||||||
| Municipal Bonds | 4,947,699 | - | 4,947,699 | - | ||||||||||||
| United States Treasury Notes | 5,364,914 | - | 5,364,914 | - | ||||||||||||
| Federal Agency | 6,542,870 | - | 6,542,870 | - | ||||||||||||
| Closed-End Funds | 1,071,406 | 1,071,406 | - | - | ||||||||||||
| Short-Term Investment | 56,408 | 56,408 | - | - | ||||||||||||
| Total Assets | $ | 41,500,599 | $ | 1,127,814 | $ | 39,987,065 | $ | 385,720 |
| (a) | For the year ended June 30, 2024, these investments were valued in accordance with procedures approved by the Board of Trustees. |
The table below presents a reconciliation of all Level 3 fair value measurements existing at June 30, 2024:
| Value | ||||
| Opening Balance | $ | - | ||
| Transferred in from Level 2 to Level 3 | 385,720 | |||
| Ending Balance | $ | 385,720 |
The Fund has adopted a policy of recording any transfers of investment securities between the different levels in the fair value hierarchy as of the end of the fiscal year unless circumstances dictate otherwise.
Below is a table summarizing the unobservable inputs used along with a sensitivity analysis, which shows the impact on valuation of a change in the unobservable input.
| Fair Value at June30, 2024 | Valuation Technique |
Unobservable Inputs(a) |
|
| Assets (at fair value) | |||
| Investments in securities | |||
| Citigroup Global Markets Holdings Inc | $192,860 | Value using the PV of the coupon payments | Yield spreads |
| GS Finance Corp | $192,860 | Value using the PV of the coupon payments | Yield spreads |
| (a) | An increase in yield spreads would decrease the value of the investments. |
12
Notes to Financial Statements
As of June 30, 2024
Investment Transactions and Investment Income
Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income and expenses are recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes accretion/amortization of discounts and premiums using the effective interest method. Gains and losses are determined on the identified cost basis, which is the same basis used for Federal income tax purposes.
Expenses
The ETF bears expenses incurred specifically on its behalf as well as a portion of general expenses, which are allocated according to methods reviewed annually by the Trustees.
Distributions
The ETF may declare and distribute dividends from net investment income, if any, monthly. The ETF generally declares and distributes capital gains, if any, annually. Dividends and distributions to shareholders are recorded on ex-date.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.
Federal Income Taxes
No provision for income taxes is included in the accompanying financial statements, as the ETF intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.
| 2. | Risk Considerations |
Call/Prepayment Risk. During periods of falling interest rates, an issuer of a callable bond may exercise its right to pay principal on an obligation earlier than expected. This may result in the ETF reinvesting proceeds at lower interest rates, resulting in a decline in the ETF's income.
Interest Rate Risk. As interest rates rise, the value of fixed income securities held by the ETF are likely to decrease. Securities with longer durations tend to be more sensitive to interest rate changes, making them more volatile than securities with shorter durations. Interest rates in the United States are near historic lows, which may increase the ETF's exposure to risks associated with rising rates. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy (including the Federal Reserve ending its "quantitative easing" policy of purchasing large quantities of securities issued or guaranteed by the U.S. government), rising inflation, and changes in general economic conditions. Interest rate changes can be sudden and unpredictable. Moreover, rising interest rates may lead to decreased liquidity in the bond markets, making it more difficult for the ETF to value or sell some or all of its bond investments at any given time.
Changes in interest rates may also affect the ETF's share price; for example, a sharp rise in interest rates could cause the ETF's share price to fall. Securities with longer durations tend to be more sensitive to interest rate changes, making them more volatile than securities with shorter durations. Duration is an estimate of a security's sensitivity to changes in prevailing interest rates that is based on certain factors that may prove to be incorrect. It is therefore not an exact measurement and may not be able to reliably predict a particular security's price sensitivity to changes in interest rates.
Fixed Income Risk. When the ETF invests in fixed income securities, the value of your investment in the ETF will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the ETF. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the ETF later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the ETF, possibly causing the ETF's share price and total return to be reduced and fluctuate more than other types of investments.
Authorized Participant Risk. Only an authorized participant ("Authorized Participant" or "AP") may engage in creation or redemption transactions directly with the ETF. The ETF has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). Authorized Participant concentration risk may be heightened for exchange-traded funds, such as the ETF, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
13
Notes to Financial Statements
As of June 30, 2024
ETF Structure Risks. The ETF is subject to the special risks, including:
| ○ | Not Individually Redeemable. Shares are not individually redeemable and may be redeemed by the ETF at NAV only in large blocks known as "Creation Units." You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit. |
| ○ | Trading Issues. An active trading market for the ETF's shares may not be developed or maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. If the ETF's shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the ETF's shares. |
| ○ | Cash Purchases and Redemptions. To the extent Creation Units are purchased or redeemed by Authorized Participants in cash instead of in-kind, the ETF will incur certain costs such as brokerage expenses and taxable gains and losses. These costs could be imposed on the ETF and impact the ETF's NAV if not fully offset by transaction fees paid by the Authorized Participants. |
| ○ | Market Price Variance Risk. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a "bid-ask spread" charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly. This means that Shares may trade at a discount to NAV. |
| ■ | In times of market stress, market makers may step away from their role market making in shares of exchange-traded funds and in executing trades, which can lead to differences between the market value of ETF shares and the ETF's net asset value. |
| ■ | To the extent Authorized Participants exit the business or are unable to process creations or redemptions and no other Authorized Participant can step in to do so, there may be a significantly reduced trading market in the ETF's shares, which can lead to differences between the market value of ETF shares and the ETF's net asset value. |
| ■ | The market price for the ETF's shares may deviate from the ETF's net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for ETF shares than the ETF's net asset value, which is reflected in the bid and ask price for ETF shares or in the closing price. |
| ■ | When all or a portion of an exchange-traded fund's underlying securities trade in a market that is closed when the market for the ETF's shares is open, there may be changes from the last quote of the closed market and the quote from the ETF's domestic trading day, which could lead to differences between the market value of the ETF's shares and the ETF's net asset value. |
| ■ | In stressed market conditions, the market for the ETF's shares may become less liquid in response to the deteriorating liquidity of the ETF's portfolio. This adverse effect on the liquidity of the ETF's shares may, in turn, lead to differences between the market value of the ETF's shares and the ETF's net asset value. |
Management Risk. The ETF is subject to management risk because it is an actively managed portfolio. In managing the ETF's portfolio securities, the Sub-Advisor will apply investment techniques and risk analyses in making investment decisions for the ETF, but there can be no guarantee that these will produce the desired results. The Sub-Advisor's decisions relating to the ETF's duration will also affect the ETF's yield, and in unusual circumstances will affect its share price. To the extent that the Sub-Advisor anticipates interest rates imprecisely, the ETF's yield at times could lag those of other similarly managed funds.
Preferred Securities Risk. Investing in preferred stock involves the following risks: (i) certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or defer distributions; (ii) preferred stocks may be subject to redemption, including at the issuer's call, and, in the event of redemption, the ETF may not be able to reinvest the proceeds at comparable or favorable rates of return; (iii) preferred stocks are generally subordinated to bonds and other debt securities in an issuer's capital structure in terms of priority for corporate income and liquidation payments; and (iv) preferred stocks may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt instruments or the counterparty to a derivatives contract, repurchase agreement, or loan of portfolio securities is unable or unwilling to make timely interest and/or principal payments or otherwise honor its obligations. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political conditions that affect a particular type of security or other instrument or an issuer, and changes in economic, social, or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a security's or other instrument's credit quality or value and an issuer's or counterparty's ability to pay interest and principal when due. Debt instruments are subject to varying degrees of credit risk, which may be reflected in credit ratings. Securities issued by the U.S. government have limited credit risk. Credit rating downgrades and defaults (failure to make interest or principal payment) may potentially reduce the ETF's income and Share price.
14
Notes to Financial Statements
As of June 30, 2024
Foreign Securities Risk. Investments in securities of non-U.S. issuers are subject to risks not usually associated with owning securities of U.S. issuers. There is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations or currency exchange rates, expropriation or confiscatory taxation, limitation on the removal of cash or other assets of the ETF from foreign markets, political or financial instability, or diplomatic and other developments which could affect such investments. Further, economies of particular countries or areas of the world may differ favorably or unfavorably from the economy of the United States. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility.Investments in foreign markets also involve currency risk, which is the risk that the values of the ETF's investments denominated in foreign currencies will decrease due to adverse changes in the value of the U.S. dollar relative to the value of foreign currencies.
Pandemic Risk. There is an ongoing global outbreak of COVID-19, which has spread to over 200 countries and territories, including the United States. The general uncertainty surrounding the dangers and impact of COVID-19 has created significant disruption in global supply chains and economic activity, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The outbreak of the COVID-19 pandemic has, at times, had, and is expected to continue to pose a risk of having, a material adverse impact on the ETF's market price, NAV and portfolio liquidity among other factors. These impacts will likely continue to some extent as the outbreak persists and potentially even longer. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to the ETF and the performance of its investments. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to the ETF's performance, portfolio liquidity, ability to pay distributions and make share repurchases.
Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent the ETF from buying or selling certain securities or financial instruments. In these circumstances, the ETF may be unable to rebalance its portfolio and may be unable to accurately price its investments.
Cybersecurity Risk. As part of its business, the Advisor processes, stores, and transmits large amounts of electronic information, including information relating to the transactions of the ETF. The Advisor and the ETF are therefore susceptible to cybersecurity risk. Cybersecurity failures or breaches of the ETF or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of ETF shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, and/or reputational damage. The ETF and its shareholders could be negatively impacted as a result.
Inflation-Indexed Bond Risk. Inflation-indexed bonds may change in value in response to actual or anticipated changes in inflation rates in a manner unanticipated by the ETF's portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
Mortgage- and Asset-Backed Securities Risk. In addition to other risks commonly associated with investing in debt securities, mortgage-backed securities ("MBS") are subject to "prepayment risk" and "extension risk." Prepayment risk is the risk that, when interest rates fall, certain types of obligations will be paid off by the obligor more quickly than originally anticipated, and the ETF may have to invest the proceeds in securities with lower yields. MBS are priced with an expectation of some anticipated level of prepayment of principal. Extension risk is the risk that, when interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated causing the value of these securities to fall. MBS are also subject to the risk of default on the underlying mortgages, particularly during periods of economic downturn. Reduced investor demand for mortgage loans and mortgage- related securities may adversely affect the liquidity and market value of MBS. The risks associated with investing in asset-backed securities ("ABS") are similar to those associated with investing in MBS. ABS also entail certain risks not presented by MBS, including the risk that in certain states it may be difficult to perfect the liens securing the collateral backing certain ABS. In addition, certain ABS are based on loans that are unsecured, which means that there is no collateral to seize if the underlying borrower defaults.
15
Notes to Financial Statements
As of June 30, 2024
U.S. Government Securities Risk. Debt securities issued or guaranteed by certain U.S. Government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. Government, so investments in their securities or obligations issued by them involve credit risk greater than investments in other types of U.S. Government securities.
| 3. | Transactions with Related Parties and Service Providers |
Advisor
The ETF pays a monthly fee to OBP Capital, LLC (the "Advisor") calculated at the annual rate of 0.25% of the ETF's average daily net assets.
The Advisor has engaged Universal Value Advisors as the sub-advisor of the ETF (the "Sub-Advisor") to provide day to day portfolio management of the ETF. The Advisor pays a monthly fee to the Sub-Advisor calculated at the annual rate of 0.20% of the ETF's average daily net assets. The Sub-Advisor is paid directly by the Advisor out of the advisory fees disclosed above.
The ETF and the Sub-Advisor have entered into a contractual agreement (the "Expense Limitation Agreement") with the Trust, on behalf of the ETF, under which the Sub-Advisor has agreed to waive or reduce its fees and to assume other expenses of the ETF, if necessary, in amounts that limit the ETF's total operating expenses (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of ETF officers and Trustees and contractual indemnification of ETF service providers (other than the Advisor or Sub-Advisor)) to not more than 0.50% of the average daily net assets of the ETF. The current term of the Expense Limitation Agreement is through October 31, 2024. While there can be no assurance that the Expense Limitation Agreement will continue after that date, it is expected to continue from year-to-year thereafter.
For the fiscal year ended June 30, 2024, the Advisor earned $1,769 in net advisory fees after payment of the sub-advisor fee.
For the fiscal year ended June 30, 2024, the Sub-Advisor earned $95,918 in sub-advisory fees, of which all was waived pursuant to the Expense Limitation Agreement. The Sub-Adviser cannot recoup from the ETF any amounts paid by the Sub-Adviser under the expense limitation agreement.
Administrator
The ETF pays a monthly fee to the ETF's administrator, The Nottingham Company (the "Administrator"), based upon the average daily net assets of the ETF and calculated at the annual rates as shown in the schedule below, which is subject to a minimum of $2,750 per month.
A breakdown of these fees is provided in the following table:
| Net Assets | Annual Fee |
| On the first $250 million | 0.09% |
| On the next $250 million | 0.08% |
| On the next $500 million | 0.06% |
| On all assets over $1 billion | 0.04% |
The ETF incurred $54,956 in administration fees for the fiscal year ended June 30, 2024. The Administrator is responsible for collecting expense amounts from the ETF, as well as expense reimbursement payments and waived fees from the Sub-Advisor and remitting these amounts to the companies that furnish services to the ETF.
Compliance Services
The Nottingham Company, Inc. serves as the Trust's compliance services provider including services as the Trust's Chief Compliance Officer. The Nottingham Company, Inc. is entitled to receive customary fees from the ETF for its services pursuant to the Compliance Services Agreement with the ETF.
Transfer Agent
Nottingham Shareholder Services (the "Transfer Agent") serves as transfer, dividend paying, and shareholder servicing agent for the ETF. For its services, the Transfer Agent is entitled to receive compensation from the ETF pursuant to the Transfer Agent's fee arrangements with the ETF. Broadridge Solutions, Inc. also serves as the Sub-Transfer Agent.
16
Notes to Financial Statements
As of June 30, 2024
Fund Accounting
The Nottingham Company (the "Fund Accountant") serves as the Fund Accountant for the ETF. For its services, the Fund Accountant is entitled to receive compensation from the ETF pursuant to the Fund Accounting fee arrangements with the ETF.
| 4. | Trustees and Officers |
The Board is responsible for the management and supervision of the ETF. The Trustees approve all significant agreements between the Trust, on behalf of the ETF, and those companies that furnish services to the ETF; review performance of the Advisor and the ETF; and oversee activities of the ETF. Officers of the Trust and Trustees who are interested persons of the Trust or the Advisor will receive no salary or fees from the Trust. Trustees who are not "interested persons" of the Trust or the Advisor within the meaning of the 1940 Act (the "Independent Trustees") receive $5,000 per year payable quarterly and $2,000 per series in the Trust. The Trust will reimburse each Trustee and officer of the Trust for his or her travel and other expenses relating to attendance of Board meetings. Additional fees may also be incurred during the year as special meetings are necessary in addition to the regularly scheduled meetings of the Board.
Certain officers of the Trust may also be officers of the Advisor or the Administrator.
| 5. | Purchases and Sales of Investment Securities |
For the fiscal year ended June 30, 2024, the aggregate cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were as follows:
| Purchases of Non-U.S. Government Securities | Proceeds from Sales of Non-U.S. Government Securities | Purchases of U.S. Government Securities | Proceeds from Sales of U.S. Government Securities |
In-Kind Purchases |
In-Kind Sales | |||||
| $- | $14,206,332 | $12,065,460 | $6,173,103 | - | - |
| 6. | Federal Income Tax |
Distributions are determined in accordance with Federal income tax regulations, which differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. The general ledger is adjusted for permanent book/tax differences to reflect tax character but is not adjusted for temporary differences.
Management has reviewed the ETF's tax positions to be taken on the federal income tax returns for the fiscal years ended June 30, 2021 through June 30, 2024 and determined that the ETF does not have a liability for uncertain tax positions. The ETF recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the fiscal year ended June 30, 2024, the ETF did not incur any interest or penalties.
Distributions during the years ended were characterized for tax purposes as follows:
| June 30, 2024 | June 30, 2023 | ||
| Ordinary Income | $1,865,750 | $2,312,463 | |
| Total Distributions | $1,865,750 | $2,312,463 |
Reclassifications relate primarily to differing book/tax treatment of ordinary net investment losses and taxable overdistributions and have no impact on the net assets of the ETF.
For the year ended June 30, 2024, the following reclassifications were necessary:
| Accumulated Surplus (Deficit) | $ | 55,071 | ||
| Paid in Capital | (55,071 | ) |
17
Notes to Financial Statements
As of June 30, 2024
At June 30, 2024, the tax-basis cost of investments and components of accumulated deficit were as follows:
| Cost of Investments | $ | 48,781,747 | ||
| Gross Unrealized Appreciation | 97,727 | |||
| Gross Unrealized Depreciation | (7,378,875 | ) | ||
| Net Unrealized Depreciation | (7,281,148 | ) | ||
| Short Term Capital Loss Carryforward | (255,928 | ) | ||
| Long Term Capital Loss Carryforward | (4,364,878 | ) | ||
| Accumulated Deficit | $ | (11,901,954 | ) | |
Capital Loss Carryforwards
Accumulated capital losses noted above represent net capital loss carryovers as of June 30, 2024, that are available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. The capital loss carryforwards have no expiration date.
| 7. | Concentration of Risk |
At various times, the ETF may have cash, cash collateral, and due from broker balances that exceed federally insured limits. The ETF may have cash and cash equivalents on deposit with the custodians, which, at times, may exceed federally insured ("FDIC") limits.
| 8. | Commitments and Contingencies |
Under the Trust's organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the ETF. In addition, in the normal course of business, the Trust enters into contracts with its service providers, on behalf of the ETF, and others that provide for general indemnifications. The ETF's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the ETF. The ETF expects risk of loss to be remote.
| 9. | Subsequent Events |
In accordance with GAAP, management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date of issuance of the financial statements. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.
18
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Spinnaker ETF Series
and the Shareholders of UVA Unconstrained Medium Term Fixed Income ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of UVA Unconstrained Medium Term Fixed Income ETF (the "Fund"), a series of Spinnaker ETF Series, including the schedule of investments, as of June 30, 2024, the related statement of operations, the statement of changes in net assets and financial highlights for the year ended June 30, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2024, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The statement of changes in net assets for the year ended June 30, 2023 and the financial highlights for each of the four years in the period ended June 30, 2023, have been audited by other auditors, whose reports dated August 28, 2023 and August 29, 2022, expressed an unqualified opinion on such financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund's auditor since 2024.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2024, by correspondence with the custodian. We believe that our audit provide a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
August 22, 2024
19
Tax Information
We are required to advise you within 60 days of the ETF's fiscal year-end regarding federal tax status of certain distributions received by shareholders during each fiscal year. The following information is provided for the ETF's fiscal year ended June 30, 2024.
During the fiscal year, the ETF paid $1,865,750 in income distributions.
Dividend and distributions received by retirement plans such as IRAs, Keogh-type plans, and 403(b) plans need not be reported as taxable income. However, many retirement plans may need this information for their annual information meeting.
Individual shareholders should refer to their Form 1099 or other tax information, which will be mailed in early 2025, to determine the calendar year amounts to be included in their 2024 tax returns. Shareholders should consult a tax advisor regarding the tax consequences of investments in the Fund.
Changes In and Disagreements with Accountants
Not applicable
Matters Submitted for Shareholder Vote
Not applicable
Remuneration Paid to Directors, Officers and Others
Refer to the information in the financial statements.
Approval of Investment Advisory Agreements
Not applicable for the period
20
UVA Unconstrained Medium-Term Fixed Income ETF
P.O. Box 69
Rocky Mount, NC 27802-0069
An investor should consider the investment objectives, risks, charges and expenses of the ETF carefully before investing. The prospectus and summary prospectus, which contain this and other information, are available at https://www.etfpages.com/FFIUor by calling 800-773-3863. The prospectus should be read carefully before investing.
| Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable.
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable.
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Included under Item 7 of this Form.
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Included under Item 7 of this Form.
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
| Item 15. | Submission of Matters to a Vote of Security Holders. |
None.
| Item 16. | Controls and Procedures. |
| (a) | The President and Principal Executive Officer and the Treasurer, Principal Accounting Officer, and Principal Financial Officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing of this report. |
| (b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Fund's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
| (a) | Not applicable. |
| (b) | Not applicable. |
Item 19. 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 the Item 2 requirements through filing of an exhibit. |
| (a)(2) | Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. |
Not applicable.
| (a)(3) | A separate certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act. |
Filed herewith.
| (a)(3) | Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report or on behalf of the registrant to 10 or more persons. |
Not applicable.
| (a)(4) | Change in the registrant's independent public accountant. |
Not applicable.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Filed herewith.
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.
| Spinnaker ETF Series | ||
| /s/ Katherine M. Honey | ||
|
Date: September 5, 2024 |
Katherine M. Honey President and Principal Executive Officer |
|
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.
| /s/ Katherine M. Honey | ||
| Date: September 5, 2024 |
Katherine M. Honey President and Principal Executive Officer |
| /s/ Peter McCabe | ||
| Date: September 5, 2024 |
Peter McCabe Treasurer, Principal Accounting Officer, and Principal Financial Officer |