North Square Investments Trust
12/09/2024 | Press release | Distributed by Public on 12/09/2024 14:27
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: 811-23373
Exchange Place Advisors Trust
(Exact name of registrant as specified in charter)
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
(Address of principal executive offices)
(Zip code)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(Name and address of agent for service)
With Copies To:
Stacy H. Louizos, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 885-5147
Registrant's telephone number, including area code: (513) 587-3400
Date of fiscal year end: September 30
Date of reporting period: September 30, 2024
Item 1. Reports to Stockholders.
| (a) |
Sphere 500 Climate Fund
Sphere 500 Climate Fund (SPFFX)
Annual Shareholder Report - September 30, 2024
Fund Overview
This annual shareholder report contains important information about Sphere 500 Climate Fund (the "Fund") for the period of October 1, 2023 to September 30, 2024. You can find additional information about the Fund at https://www.oursphere.org/fund. You can also request this information by contacting us at 1-844-2SPHERE. This report describes changes to the Fund that occurred during the reporting period as described below in Material Fund Changes.
What were the Fund's costs for the last 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
|
|
Sphere 500 Climate Fund
|
$8
|
0.07%
|
How did the Fund perform during the reporting period?
For the fiscal year ended September 30, 2024, the Sphere 500 Climate Fund (the "Fund") returned 35.58% versus its primary benchmark, Sphere 500 Fossil Free Index, of 38.75%. This 317 basis points ("bps") of under performance can be explained by friction costs as well as the drag created by the cash position of the Fund (-166bps). Relative to its broad-based index the S&P 500® Index, the Fund under performed by 77 bps (35.58% versus 36.35% respectively). This under performance was primarily driven by allocation effect as a result of the over weight to the Technology, Communications and Consumer Discretionary sectors. The largest detractors to performance were attributable to the relative underweight in the Utilities and Industrials sectors. Not having an allocation to the Energy Sector added 2 bps to overall performance. We continue to be satisfied by both the relative and absolute performance of the Fund and believe it to be well positioned heading into the final quarter of the 2024 calendar year.
How has the Fund performed since inception?
Total Return Based on $10,000 Investment
|
Sphere 500 Climate Fund
|
S&P 500® Index
|
Sphere 500 Fossil Free Index
|
|
|
Oct-2021
|
$10,000
|
$10,000
|
$10,000
|
|
Sep-2022
|
$8,280
|
$8,466
|
$8,133
|
|
Sep-2023
|
$10,007
|
$10,296
|
$9,920
|
|
Sep-2024
|
$13,568
|
$14,039
|
$13,763
|
Average Annual Total Returns
|
1 Year
|
Since Inception (October 4, 2021)
|
|
|
Sphere 500 Climate Fund
|
35.58%
|
10.75%
|
|
S&P 500®Index
|
36.35%
|
12.02%
|
|
Sphere 500 Fossil Free Index
|
38.75%
|
11.27%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
The Fund's performance for periods prior to April 12, 2024, is that of the Sphere 500 Climate Fund (the "Predecessor Fund"). The Fund is a continuation of the Predecessor Fund, and therefore, the performance information includes the performance of the Predecessor Fund. Although the actual performance of the Predecessor Fund is not the performance of the Fund, which recently commenced operations, the Fund has adopted the performance of the Predecessor Fund as its performance. The Fund's performance has not been restated to reflect any differences in expenses paid by the Predecessor Fund and those paid by the Fund.
What did the Fund invest in?
Sector Weighting (% of net assets)
|
Value
|
Value
|
|
Other Assets in Excess of Liabilities
|
2.2%
|
|
Utilities
|
0.1%
|
|
Materials
|
2.0%
|
|
Real Estate
|
2.5%
|
|
Industrials
|
5.0%
|
|
Consumer Staples
|
5.1%
|
|
Financials
|
8.7%
|
|
Communications
|
11.1%
|
|
Consumer Discretionary
|
11.6%
|
|
Health Care
|
13.3%
|
|
Technology
|
38.4%
|
Fund Statistics
- Net Assets$13,626,298
- Number of Portfolio Holdings409
- Advisory Fee $5,966
- Portfolio Turnover33%
Top 10 Holdings (% of net assets)
|
Holding Name
|
% of Net Assets
|
|
Apple, Inc.
|
7.8%
|
|
Microsoft Corp.
|
7.0%
|
|
NVIDIA Corp.
|
6.3%
|
|
Amazon.com, Inc.
|
4.3%
|
|
Meta Platforms, Inc., Class A
|
3.1%
|
|
Alphabet, Inc., Class A
|
2.4%
|
|
Alphabet, Inc., Class C
|
2.1%
|
|
Broadcom, Inc.
|
1.9%
|
|
Eli Lilly & Co.
|
1.8%
|
|
Tesla, Inc.
|
1.8%
|
Material Fund Changes
The Fund is the successor to the Predecessor Fund, a series of Manager Directed Portfolios, which commenced operations on October 4, 2021. The Predecessor Fund had investment objectives and strategies that were, in all material respects, the same as those of the Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the Fund. Effective as of the close of business on April 12, 2024, all the assets, subject to the liabilities of the Predecessor Fund, were transferred to the Fund.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://www.oursphere.org/fund), including its:
-
Prospectus
-
Financial information
-
Holdings
-
Proxy voting information
Sphere 500 Climate Fund (SPFFX)
Annual Shareholder Report - September 30, 2024
TSR-AR 093024-SPFFX
| (b) | Not applicable. |
Item 2. Code of Ethics.
| (a) | The registrant has, as of the end of the period covered by this report, 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. |
| (b) |
Not applicable. |
| (c) |
During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| (d) |
During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| (e) |
Not applicable. |
| (f) | See Item 19 (a)(1) |
Item 3. Audit Committee Financial Expert.
| (a)(1) | The Registrant's Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. |
| (a)(2) | David B. Boon is the "audit committee financial expert" and is considered to be "independent" as each term is defined in Item 3 of Form N-CSR. |
| (a)(3) | Not applicable. |
Item 4. Principal Accountant Fees and Services.
| (a) |
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows: |
| September 30, 2024 | $15,000 | |
| September 30, 2023 | $12,500 |
| (b) |
Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. |
| (c) | Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows: |
| September 30, 2024 | $3,250 | |
| September 30, 2023 | $3,250 |
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
| (d) |
All Other Fees. The aggregate fees billed for the fiscal years ended September 30, 2024 and September 30, 2023 for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c) were $0 and $0, respectively. |
| (e)(1) |
The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant. |
| (e)(2) |
There were no services described in each of paragraphs (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) |
All non-audit fees billed by the registrant's accountant for services rendered to the registrant for the fiscal years ended September 30, 2024 and September 30, 2023, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant's principal accountant for the registrant's adviser. |
| (h) |
Not applicable. |
| (i) |
Not applicable. |
| (j) |
Not applicable. |
Item 5. Audit Committee of Listed Registrants.
Not applicable to Registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
The Registrant's schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
| (a) |
Sphere 500 Climate Fund
Core Financial Statements
September 30, 2024
| Sphere 500 Climate Fund |
Table of Contents
| Schedule of Investments | 2 | |
| Statement of Assets and Liabilities | 15 | |
| Statement of Operations | 16 | |
| Statements of Changes in Net Assets | 17 | |
| Financial Highlights | 18 | |
| Notes to Financial Statements | 19 | |
| Report of Independent Registered Public Accounting Firm | 27 | |
| Additional Federal Income Tax Information | 29 | |
| Approval of Investment Advisory Agreement | 30 |
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% | Shares | Fair Value | ||||||
| Communications - 11.15% | ||||||||
| Airbnb, Inc., Class A(a) | 127 | $ | 16,105 | |||||
| Alphabet, Inc., Class C | 1,743 | 291,412 | ||||||
| Alphabet, Inc., Class A | 1,962 | 325,398 | ||||||
| AppLovin Corp., Class A(a) | 55 | 7,180 | ||||||
| AT&T, Inc. | 2,156 | 47,432 | ||||||
| Charter Communications, Inc., Class A(a) | 29 | 9,398 | ||||||
| Comcast Corp., Class A | 1,154 | 48,203 | ||||||
| DoorDash, Inc., Class A(a) | 92 | 13,131 | ||||||
| Electronic Arts, Inc. | 71 | 10,184 | ||||||
| Expedia Group, Inc.(a) | 37 | 5,477 | ||||||
| Liberty Media Corp.(a) | 61 | 4,723 | ||||||
| Live Nation Entertainment, Inc.(a) | 46 | 5,037 | ||||||
| Meta Platforms, Inc., Class A | 731 | 418,453 | ||||||
| Netflix, Inc.(a) | 142 | 100,716 | ||||||
| Omnicom Group, Inc. | 58 | 5,997 | ||||||
| Pinterest, Inc., Class A(a) | 178 | 5,762 | ||||||
| Roblox Corp., Class A(a) | 152 | 6,728 | ||||||
| Take-Two Interactive Software, Inc.(a) | 48 | 7,378 | ||||||
| T-Mobile US, Inc. | 148 | 30,541 | ||||||
| Uber Technologies, Inc.(a) | 607 | 45,622 | ||||||
| Verizon Communications, Inc. | 1,266 | 56,856 | ||||||
| Walt Disney Co. (The) | 545 | 52,424 | ||||||
| Warner Bros. Discovery, Inc.(a) | 668 | 5,511 | ||||||
| 1,519,668 | ||||||||
| Consumer Discretionary - 11.59% | ||||||||
| Amazon.com, Inc.(a) | 3,135 | 584,145 | ||||||
| Aptiv PLC(a) | 79 | 5,689 | ||||||
| AutoZone, Inc.(a) | 5 | 15,750 | ||||||
| Best Buy Co., Inc. | 58 | 5,991 | ||||||
| Booking Holdings, Inc. | 10 | 42,121 | ||||||
| Builders FirstSource, Inc.(a) | 34 | 6,591 | ||||||
| Burlington Stores, Inc.(a) | 19 | 5,006 | ||||||
| Carnival Corp.(a) | 300 | 5,544 | ||||||
| Carvana Co., Class A(a) | 32 | 5,572 | ||||||
| Chipotle Mexican Grill, Inc.(a) | 409 | 23,567 | ||||||
| Copart, Inc.(a) | 263 | 13,781 |
The accompanying notes are an integral part of these financial statements.
2
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Consumer Discretionary - 11.59% (Continued) | ||||||||
| Coupang, Inc.(a) | 356 | $ | 8,740 | |||||
| D.R. Horton, Inc. | 86 | 16,406 | ||||||
| Darden Restaurants, Inc. | 35 | 5,745 | ||||||
| Deckers Outdoor Corp.(a) | 45 | 7,175 | ||||||
| Domino's Pizza, Inc. | 10 | 4,301 | ||||||
| DraftKings, Inc., Class A(a) | 140 | 5,488 | ||||||
| eBay, Inc. | 146 | 9,506 | ||||||
| Ford Motor Co. | 1,172 | 12,376 | ||||||
| General Motors Co. | 337 | 15,111 | ||||||
| Genuine Parts Co. | 41 | 5,727 | ||||||
| Hilton Worldwide Holdings, Inc. | 72 | 16,596 | ||||||
| Home Depot, Inc. (The) | 332 | 134,526 | ||||||
| Kellogg Co. | 87 | 7,022 | ||||||
| Las Vegas Sands Corp. | 117 | 5,890 | ||||||
| Lennar Corp., Class A | 71 | 13,311 | ||||||
| Lowe's Companies., Inc. | 170 | 46,045 | ||||||
| Lululemon Athletica, Inc.(a) | 32 | 8,683 | ||||||
| Marriott International, Inc., Class A | 70 | 17,402 | ||||||
| Masco Corp. | 65 | 5,456 | ||||||
| McDonald's Corp. | 239 | 72,777 | ||||||
| Nike, Inc., Class B | 349 | 30,852 | ||||||
| O'Reilly Automotive, Inc.(a) | 17 | 19,577 | ||||||
| PulteGroup, Inc. | 62 | 8,899 | ||||||
| Ross Stores, Inc. | 98 | 14,750 | ||||||
| Royal Caribbean Cruises Ltd. | 71 | 12,593 | ||||||
| Starbucks Corp. | 334 | 32,561 | ||||||
| State Street Corp. | 89 | 7,874 | ||||||
| Tesla, Inc.(a) | 932 | 243,839 | ||||||
| TJX Companies, Inc. (The) | 339 | 39,846 | ||||||
| Toll Brothers, Inc. | 30 | 4,635 | ||||||
| Tractor Supply Co. | 32 | 9,310 | ||||||
| Ulta Beauty, Inc.(a) | 14 | 5,448 | ||||||
| Williams-Sonoma, Inc. | 36 | 5,577 | ||||||
| Yum! Brands, Inc. | 84 | 11,736 | ||||||
| 1,579,537 |
The accompanying notes are an integral part of these financial statements.
3
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Consumer Staples - 5.11% | ||||||||
| Brown-Forman Corp., Class B | 86 | $ | 4,231 | |||||
| Casey's General Stores, Inc. | 11 | 4,133 | ||||||
| Clorox Co. (The) | 37 | 6,028 | ||||||
| Coca-Cola Co. (The) | 1,435 | 103,120 | ||||||
| Colgate-Palmolive Co. | 245 | 25,433 | ||||||
| Conagra Brands, Inc. | 143 | 4,650 | ||||||
| Constellation Brands, Inc., Class A | 45 | 11,596 | ||||||
| Costco Wholesale Corp. | 148 | 131,204 | ||||||
| Dollar General Corp. | 66 | 5,582 | ||||||
| Dollar Tree, Inc.(a) | 64 | 4,500 | ||||||
| Estee Lauder Companies, Inc. (The), Class A | 69 | 6,879 | ||||||
| General Mills, Inc. | 167 | 12,333 | ||||||
| Hershey Co. (The) | 44 | 8,438 | ||||||
| Kenvue Inc. | 576 | 13,323 | ||||||
| Keurig Dr Pepper, Inc. | 317 | 11,881 | ||||||
| Kimberly-Clark Corp. | 101 | 14,370 | ||||||
| Kraft Heinz Co. (The) | 362 | 12,710 | ||||||
| Kroger Co. (The) | 215 | 12,320 | ||||||
| McCormick & Co., Inc. | 75 | 6,173 | ||||||
| Mondelez International, Inc., Class A | 400 | 29,468 | ||||||
| Monster Beverage Corp.(a) | 214 | 11,164 | ||||||
| Pentair PLC | 49 | 4,792 | ||||||
| PepsiCo, Inc. | 459 | 78,053 | ||||||
| Procter & Gamble Co. (The) | 788 | 136,481 | ||||||
| Sysco Corp. | 147 | 11,474 | ||||||
| Target Corp. | 138 | 21,509 | ||||||
| US Foods Holding Corp.(a) | 73 | 4,490 | ||||||
| 696,335 | ||||||||
| Financials - 8.70% | ||||||||
| Aflac, Inc. | 151 | 16,882 | ||||||
| Allstate Corp. (The) | 79 | 14,982 | ||||||
| American Express Co. | 213 | 57,765 | ||||||
| American International Group, Inc. | 193 | 14,133 | ||||||
| Ameriprise Financial, Inc. | 29 | 13,624 | ||||||
| Aon PLC, Class A | 64 | 22,143 |
The accompanying notes are an integral part of these financial statements.
4
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Financials - 8.70% (Continued) | ||||||||
| Apollo Global Management Inc. | 122 | $ | 15,239 | |||||
| Ares Management Corp., Class A | 51 | 7,948 | ||||||
| Arthur J. Gallagher & Co. | 65 | 18,289 | ||||||
| Bank of America Corp. | 2,601 | 103,207 | ||||||
| Bank of New York Mellon Corp. (The) | 221 | 15,881 | ||||||
| BlackRock, Inc. | 44 | 41,779 | ||||||
| Brown & Brown, Inc. | 70 | 7,252 | ||||||
| Capital One Financial Corp. | 113 | 16,919 | ||||||
| Charles Schwab Corp. (The) | 504 | 32,665 | ||||||
| Chubb Ltd. | 120 | 34,607 | ||||||
| Church & Dwight Co., Inc. | 73 | 7,645 | ||||||
| Cincinnati Financial Corp. | 46 | 6,262 | ||||||
| CME Group, Inc. | 108 | 23,830 | ||||||
| CNA Financial Corp. | 77 | 3,768 | ||||||
| Coinbase Global, Inc., Class A(a) | 57 | 10,156 | ||||||
| Discover Financial Services | 75 | 10,522 | ||||||
| Fidelity National Financial, Inc. | 78 | 4,841 | ||||||
| Fifth Third Bancorp | 202 | 8,654 | ||||||
| First Citizens BancShares, Inc., Class A | 3 | 5,523 | ||||||
| First Republic Bank(a) | 26 | - | ||||||
| Goldman Sachs Group, Inc. (The) | 94 | 46,541 | ||||||
| Hartford Financial Services Group, Inc. (The) | 87 | 10,232 | ||||||
| Huntington Bancshares, Inc. | 431 | 6,336 | ||||||
| Intercontinental Exchange, Inc. | 171 | 27,469 | ||||||
| JPMorgan Chase & Co. | 951 | 200,527 | ||||||
| KeyCorp | 282 | 4,724 | ||||||
| Loews Corp. | 54 | 4,269 | ||||||
| LPL Financial Holdings, Inc. | 22 | 5,118 | ||||||
| M&T Bank Corp. | 50 | 8,906 | ||||||
| Markel Group Inc.(a) | 3 | 4,706 | ||||||
| Marsh & McLennan Companies., Inc. | 147 | 32,794 | ||||||
| MetLife, Inc. | 176 | 14,516 | ||||||
| Morgan Stanley | 372 | 38,777 | ||||||
| Nasdaq, Inc. | 111 | 8,104 |
The accompanying notes are an integral part of these financial statements.
5
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Financials - 8.70% (Continued) | ||||||||
| Northern Trust Corp. | 59 | $ | 5,312 | |||||
| Otis Worldwide Corp. | 120 | 12,473 | ||||||
| PNC Financial Services Group, Inc. (The) | 119 | 21,996 | ||||||
| PPG Industries, Inc. | 69 | 9,140 | ||||||
| Principal Financial Group, Inc. | 69 | 5,927 | ||||||
| Progressive Corp. (The) | 175 | 44,408 | ||||||
| Prudential Financial, Inc. | 107 | 12,958 | ||||||
| Raymond James Financial, Inc. | 55 | 6,735 | ||||||
| Reinsurance Group of America, Inc. | 19 | 4,140 | ||||||
| Snap-on, Inc. | 15 | 4,346 | ||||||
| SVB Financial Group(a) | 7 | - | ||||||
| Synchrony Financial | 118 | 5,886 | ||||||
| T. Rowe Price Group, Inc. | 65 | 7,080 | ||||||
| Travelers Companies, Inc. (The) | 68 | 15,920 | ||||||
| Truist Financial Corp. | 401 | 17,151 | ||||||
| U.S. Bancorp | 468 | 21,402 | ||||||
| W.R. Berkley Corp. | 89 | 5,049 | ||||||
| Wells Fargo & Co. | 1,023 | 57,789 | ||||||
| 1,185,247 | ||||||||
| Health Care - 13.27% | ||||||||
| Abbott Laboratories | 520 | 59,285 | ||||||
| AbbVie, Inc. | 592 | 116,908 | ||||||
| Agilent Technologies, Inc. | 86 | 12,769 | ||||||
| Align Technology, Inc.(a) | 20 | 5,086 | ||||||
| Alnylam Pharmaceuticals, Inc.(a) | 38 | 10,451 | ||||||
| AmerisourceBergen Corp. | 51 | 11,479 | ||||||
| Amgen, Inc. | 161 | 51,876 | ||||||
| Avantor, Inc.(a) | 199 | 5,148 | ||||||
| Baxter International, Inc. | 152 | 5,771 | ||||||
| Becton, Dickinson and Co. | 86 | 20,735 | ||||||
| Biogen, Inc.(a) | 43 | 8,335 | ||||||
| BioMarin Pharmaceutical, Inc.(a) | 56 | 3,936 | ||||||
| Boston Scientific Corp.(a) | 441 | 36,956 |
The accompanying notes are an integral part of these financial statements.
6
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Health Care - 13.27% (Continued) | ||||||||
| Bristol-Myers Squibb Co. | 610 | $ | 31,561 | |||||
| Cardinal Health, Inc. | 72 | 7,957 | ||||||
| Centene Corp.(a) | 156 | 11,744 | ||||||
| Cigna Corp. | 82 | 28,408 | ||||||
| Cooper Companies, Inc. (The)(a) | 59 | 6,510 | ||||||
| CVS Health Corp. | 378 | 23,769 | ||||||
| Danaher Corp. | 198 | 55,049 | ||||||
| DexCom, Inc.(a) | 119 | 7,978 | ||||||
| Edwards LifeSciences Corp.(a) | 178 | 11,746 | ||||||
| Elevance Health, Inc. | 69 | 35,880 | ||||||
| Eli Lilly & Co. | 285 | 252,493 | ||||||
| GE HealthCare Technologies, Inc. | 127 | 11,919 | ||||||
| Gilead Sciences, Inc. | 374 | 31,356 | ||||||
| HCA Healthcare, Inc. | 56 | 22,760 | ||||||
| Hologic, Inc.(a) | 69 | 5,621 | ||||||
| Humana, Inc. | 36 | 11,403 | ||||||
| IDEXX Laboratories, Inc.(a) | 24 | 12,125 | ||||||
| Illumina, Inc.(a) | 47 | 6,129 | ||||||
| Insulet Corp.(a) | 20 | 4,655 | ||||||
| Intuitive Surgical, Inc.(a) | 106 | 52,075 | ||||||
| IQVIA Holdings, Inc.(a) | 54 | 12,796 | ||||||
| Johnson & Johnson | 806 | 130,620 | ||||||
| Labcorp Holdings, Inc. | 25 | 5,587 | ||||||
| McKesson Corp. | 39 | 19,282 | ||||||
| Medtronic PLC | 385 | 34,662 | ||||||
| Merck & Co., Inc. | 850 | 96,526 | ||||||
| Mettler-Toledo International, Inc.(a) | 6 | 8,998 | ||||||
| Moderna, Inc.(a) | 101 | 6,750 | ||||||
| Molina Healthcare, Inc.(a) | 17 | 5,858 | ||||||
| Natera, Inc.(a) | 34 | 4,316 | ||||||
| PerkinElmer, Inc. | 36 | 4,599 | ||||||
| Pfizer, Inc. | 1,705 | 49,343 | ||||||
| Quest Diagnostics, Inc. | 33 | 5,123 | ||||||
| Regeneron Pharmaceuticals, Inc.(a) | 32 | 33,640 | ||||||
| ResMed, Inc. | 43 | 10,497 |
The accompanying notes are an integral part of these financial statements.
7
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Health Care - 13.27% (Continued) | ||||||||
| Steris PLC | 29 | $ | 7,034 | |||||
| Stryker Corp. | 107 | 38,655 | ||||||
| Tenet Healthcare Corp.(a) | 28 | 4,654 | ||||||
| Thermo Fisher Scientific, Inc. | 127 | 78,559 | ||||||
| United Therapeutics Corp.(a) | 13 | 4,659 | ||||||
| UnitedHealth Group, Inc. | 309 | 180,666 | ||||||
| Vaxcyte, Inc.(a) | 34 | 3,885 | ||||||
| Vertex Pharmaceuticals, Inc.(a) | 77 | 35,811 | ||||||
| Waters Corp.(a) | 17 | 6,118 | ||||||
| West Pharmaceutical Services, Inc. | 21 | 6,303 | ||||||
| Zimmer Biomet Holdings, Inc. | 61 | 6,585 | ||||||
| Zoetis, Inc., Class A | 136 | 26,572 | ||||||
| 1,807,971 | ||||||||
| Industrials - 4.98% | ||||||||
| 3M Co. | 165 | 22,556 | ||||||
| Carrier Global Corp. | 253 | 20,364 | ||||||
| Caterpillar, Inc. | 145 | 56,713 | ||||||
| Cintas Corp. | 103 | 21,206 | ||||||
| Citigroup, Inc. | 572 | 35,807 | ||||||
| CSX Corp. | 4 | 138 | ||||||
| Cummins, Inc. | 40 | 12,952 | ||||||
| Deere & Co. | 76 | 31,717 | ||||||
| Delta Air Lines, Inc. | 193 | 9,802 | ||||||
| Dover Corp. | 41 | 7,861 | ||||||
| EMCOR Group, Inc. | 13 | 5,597 | ||||||
| Emerson Electric Co. | 171 | 18,702 | ||||||
| Expeditors International of Washington, Inc. | 42 | 5,519 | ||||||
| Fastenal Co. | 172 | 12,284 | ||||||
| FedEx Corp. | 67 | 18,337 | ||||||
| Graco, Inc. | 50 | 4,376 | ||||||
| Hubbell, Inc. | 16 | 6,854 | ||||||
| IDEX Corp. | 22 | 4,719 | ||||||
| Illinois Tool Works, Inc. | 89 | 23,324 | ||||||
| Ingersoll Rand, Inc. | 121 | 11,877 | ||||||
| JB Hunt Transport Services, Inc. | 24 | 4,136 |
The accompanying notes are an integral part of these financial statements.
8
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Industrials - 4.98% (Continued) | ||||||||
| Johnson Controls International PLC | 200 | $ | 15,522 | |||||
| Lennox International, Inc. | 9 | 5,439 | ||||||
| Nordson Corp. | 16 | 4,202 | ||||||
| Norfolk Southern Corp. | 68 | 16,898 | ||||||
| Old Dominion Freight Line, Inc. | 55 | 10,925 | ||||||
| PACCAR, Inc. | 155 | 15,295 | ||||||
| Quanta Services, Inc. | 43 | 12,820 | ||||||
| Republic Services, Inc. | 61 | 12,251 | ||||||
| Rockwell Automation, Inc. | 34 | 9,128 | ||||||
| Rollins, Inc. | 87 | 4,400 | ||||||
| Roper Technologies, Inc. | 32 | 17,806 | ||||||
| Southwest Airlines Co. | 179 | 5,304 | ||||||
| Stanley Black & Decker, Inc. | 46 | 5,066 | ||||||
| TE Connectivity PLC(a) | 91 | 13,740 | ||||||
| Trane Technologies PLC | 67 | 26,044 | ||||||
| Union Pacific Corp. | 182 | 44,860 | ||||||
| United Airlines Holdings, Inc.(a) | 98 | 5,592 | ||||||
| United Parcel Service, Inc., Class B | 220 | 29,995 | ||||||
| United Rentals, Inc. | 19 | 15,384 | ||||||
| Vertiv Holdings Co., Class A | 109 | 10,844 | ||||||
| W.W. Grainger, Inc. | 13 | 13,505 | ||||||
| Waste Management, Inc. | 120 | 24,912 | ||||||
| Watsco, Inc. | 10 | 4,919 | ||||||
| Westinghouse Air Brake Technologies Corp. | 52 | 9,452 | ||||||
| Xylem, Inc. | 72 | 9,722 | ||||||
| 678,866 | ||||||||
| Materials - 2.05% | ||||||||
| Amcor PLC | 433 | 4,906 | ||||||
| Avery Dennison Corp. | 23 | 5,077 | ||||||
| Ball Corp. | 90 | 6,112 | ||||||
| Carlisle Companies, Inc. | 13 | 5,847 | ||||||
| CF Industries Holdings, Inc. | 53 | 4,547 | ||||||
| Corteva, Inc. | 208 | 12,228 | ||||||
| DuPont de Nemours, Inc. | 125 | 11,139 | ||||||
| Ecolab, Inc. | 76 | 19,405 |
The accompanying notes are an integral part of these financial statements.
9
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Materials - 2.05% (Continued) | ||||||||
| Freeport-McMoRan, Inc. | 429 | $ | 21,416 | |||||
| International Flavors & Fragrances, Inc. | 69 | 7,240 | ||||||
| Linde PLC | 157 | 74,868 | ||||||
| LyondellBasell Industries NV, Class A | 78 | 7,480 | ||||||
| Martin Marietta Materials, Inc. | 18 | 9,689 | ||||||
| Newmont Corp. | 345 | 18,440 | ||||||
| Nucor Corp. | 71 | 10,675 | ||||||
| Owens Corning | 25 | 4,413 | ||||||
| Packaging Corporation of America | 26 | 5,600 | ||||||
| Reliance Steel & Aluminum Co. | 16 | 4,627 | ||||||
| RPM International, Inc. | 38 | 4,598 | ||||||
| Sherwin-Williams Co. (The) | 69 | 26,336 | ||||||
| Steel Dynamics, Inc. | 43 | 5,421 | ||||||
| Vulcan Materials Co. | 39 | 9,766 | ||||||
| 279,830 | ||||||||
| Real Estate - 2.49% | ||||||||
| Alexandria Real Estate Equities, Inc. | 52 | 6,175 | ||||||
| American Homes 4 Rent, Class A | 101 | 3,877 | ||||||
| American Tower Corp. | 140 | 32,558 | ||||||
| AvalonBay Communities, Inc. | 42 | 9,461 | ||||||
| CBRE Group, Inc., Class A(a) | 91 | 11,328 | ||||||
| Crown Castle International Corp. | 130 | 15,422 | ||||||
| Digital Realty Trust, Inc. | 98 | 15,859 | ||||||
| Equinix, Inc. | 28 | 24,854 | ||||||
| Equity Residential | 111 | 8,264 | ||||||
| Essex Property Trust, Inc. | 19 | 5,613 | ||||||
| Extra Space Storage, Inc. | 62 | 11,172 | ||||||
| Gaming and Leisure Properties, Inc. | 79 | 4,065 | ||||||
| Healthpeak Properties, Inc. | 209 | 4,780 | ||||||
| Invitation Homes, Inc. | 183 | 6,453 | ||||||
| Iron Mountain, Inc. | 87 | 10,338 | ||||||
| Kimco Realty Corp. | 198 | 4,598 | ||||||
| Mid-America Apartment Communities, Inc. | 34 | 5,403 | ||||||
| Prologis, Inc. | 277 | 34,979 | ||||||
| Public Storage | 47 | 17,102 |
The accompanying notes are an integral part of these financial statements.
10
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Real Estate - 2.49% (Continued) | ||||||||
| Realty Income Corp. | 261 | $ | 16,553 | |||||
| Regency Centers Corp. | 54 | 3,900 | ||||||
| SBA Communications Corp., Class A | 32 | 7,702 | ||||||
| Simon Property Group, Inc. | 97 | 16,395 | ||||||
| Sun Communities, Inc. | 37 | 5,001 | ||||||
| UDR, Inc. | 98 | 4,443 | ||||||
| Ventas, Inc. | 123 | 7,888 | ||||||
| VICI Properties, Inc. | 314 | 10,459 | ||||||
| Welltower, Inc. | 183 | 23,429 | ||||||
| Weyerhaeuser Co. | 218 | 7,381 | ||||||
| WP Carey, Inc. | 65 | 4,050 | ||||||
| 339,502 | ||||||||
| Technology - 38.40% | ||||||||
| Accenture PLC, Class A | 209 | 73,877 | ||||||
| Adobe, Inc.(a) | 147 | 76,114 | ||||||
| Advanced Micro Devices, Inc.(a) | 539 | 88,439 | ||||||
| Akamai Technologies, Inc.(a) | 44 | 4,442 | ||||||
| Analog Devices, Inc. | 148 | 34,065 | ||||||
| ANSYS, Inc.(a) | 26 | 8,284 | ||||||
| Apple, Inc. | 4,573 | 1,065,509 | ||||||
| Applied Materials, Inc. | 247 | 49,906 | ||||||
| Arista Networks, Inc.(a) | 77 | 29,554 | ||||||
| Atlassian Corp., Class A(a) | 47 | 7,464 | ||||||
| Autodesk, Inc.(a) | 64 | 17,631 | ||||||
| Automatic Data Processing, Inc. | 122 | 33,761 | ||||||
| Block, Inc., Class A(a) | 164 | 11,009 | ||||||
| Broadcom, Inc. | 1,531 | 264,098 | ||||||
| Broadridge Financial Solutions, Inc. | 34 | 7,311 | ||||||
| Cadence Design Systems, Inc.(a) | 81 | 21,953 | ||||||
| CDW Corp. | 40 | 9,052 | ||||||
| Cisco Systems, Inc. | 1,198 | 63,758 | ||||||
| Cloudflare, Inc., Class A(a) | 89 | 7,199 | ||||||
| Cognizant Technology Solutions Corp., Class A | 148 | 11,423 | ||||||
| Corning, Inc. | 232 | 10,475 | ||||||
| Corpay, Inc.(a) | 20 | 6,255 |
The accompanying notes are an integral part of these financial statements.
11
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Technology - 38.40% (Continued) | ||||||||
| CoStar Group, Inc.(a) | 121 | $ | 9,128 | |||||
| Crowdstrike Holdings, Inc., Class A(a) | 68 | 19,072 | ||||||
| Datadog, Inc., Class A(a) | 88 | 10,125 | ||||||
| Dell Technologies, Inc., Class C | 85 | 10,076 | ||||||
| Dynatrace, Inc.(a) | 84 | 4,491 | ||||||
| Enphase Energy, Inc.(a) | 39 | 4,408 | ||||||
| Entegris, Inc. | 45 | 5,064 | ||||||
| Equifax, Inc. | 37 | 10,873 | ||||||
| FactSet Research Systems, Inc. | 11 | 5,058 | ||||||
| Fair Isaac Corp.(a) | 7 | 13,605 | ||||||
| Fidelity National Information Services, Inc. | 164 | 13,735 | ||||||
| First Solar, Inc.(a) | 30 | 7,483 | ||||||
| Fiserv, Inc.(a) | 172 | 30,900 | ||||||
| Fortinet, Inc.(a) | 189 | 14,657 | ||||||
| Garmin Ltd. | 46 | 8,097 | ||||||
| Gartner, Inc.(a) | 22 | 11,149 | ||||||
| Global Payments, Inc. | 75 | 7,682 | ||||||
| GoDaddy, Inc., Class A(a) | 42 | 6,585 | ||||||
| Guidewire Software, Inc.(a) | 24 | 4,391 | ||||||
| Hewlett Packard Enterprise Co. | 389 | 7,959 | ||||||
| HP, Inc. | 289 | 10,366 | ||||||
| HubSpot, Inc.(a) | 14 | 7,442 | ||||||
| Intel Corp. | 1,286 | 30,170 | ||||||
| International Business Machines Corp. | 277 | 61,239 | ||||||
| Intuit, Inc. | 82 | 50,922 | ||||||
| Keysight Technologies, Inc.(a) | 51 | 8,105 | ||||||
| KLA Corp. | 40 | 30,976 | ||||||
| Lam Research Corp. | 38 | 31,011 | ||||||
| Manhattan Associates, Inc.(a) | 18 | 5,065 | ||||||
| Marvell Technology, Inc. | 257 | 18,535 | ||||||
| MasterCard, Inc., Class A | 276 | 136,289 | ||||||
| Microchip Technology, Inc. | 158 | 12,686 | ||||||
| Micron Technology, Inc. | 332 | 34,432 | ||||||
| Microsoft Corp. | 2,205 | 948,813 | ||||||
| MicroStrategy, Inc., Class A(a) | 52 | 8,767 |
The accompanying notes are an integral part of these financial statements.
12
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Technology - 38.40% (Continued) | ||||||||
| MongoDB, Inc.(a) | 21 | $ | 5,677 | |||||
| Monolithic Power Systems, Inc. | 14 | 12,943 | ||||||
| Moody's Corp. | 54 | 25,628 | ||||||
| MSCI, Inc. | 22 | 12,824 | ||||||
| NetApp, Inc. | 61 | 7,534 | ||||||
| NortonLifeLock, Inc. | 168 | 4,608 | ||||||
| Nutanix, Inc., Class A(a) | 73 | 4,325 | ||||||
| NVIDIA Corp. | 7,091 | 861,130 | ||||||
| ON Semiconductor Corp.(a) | 128 | 9,294 | ||||||
| Oracle Corp. | 537 | 91,505 | ||||||
| Palo Alto Networks, Inc.(a) | 96 | 32,813 | ||||||
| Paychex, Inc. | 96 | 12,882 | ||||||
| PayPal Holdings, Inc.(a) | 306 | 23,877 | ||||||
| PTC, Inc.(a) | 35 | 6,323 | ||||||
| Pure Storage, Inc., Class A(a) | 92 | 4,622 | ||||||
| Qualcomm, Inc. | 334 | 56,797 | ||||||
| S&P Global, Inc. | 94 | 48,562 | ||||||
| Salesforce, Inc. | 312 | 85,398 | ||||||
| Seagate Technology PLC | 62 | 6,791 | ||||||
| ServiceNow, Inc.(a) | 61 | 54,558 | ||||||
| Skyworks Solutions, Inc. | 47 | 4,642 | ||||||
| Snowflake, Inc.(a) | 93 | 10,682 | ||||||
| SS&C Technologies Holdings, Inc. | 64 | 4,749 | ||||||
| Super Micro Computer, Inc.(a) | 15 | 6,246 | ||||||
| Synopsys, Inc.(a) | 46 | 23,294 | ||||||
| Teradyne, Inc. | 48 | 6,429 | ||||||
| Texas Instruments, Inc. | 274 | 56,600 | ||||||
| Trade Desk, Inc. (The), Class A(a) | 132 | 14,474 | ||||||
| TransUnion | 58 | 6,073 | ||||||
| Trimble, Inc.(a) | 73 | 4,533 | ||||||
| Tyler Technologies, Inc.(a) | 12 | 7,005 | ||||||
| Veeva Systems, Inc., Class A(a) | 44 | 9,234 | ||||||
| VeriSign, Inc.(a) | 29 | 5,509 | ||||||
| Verisk Analytics, Inc. | 42 | 11,254 | ||||||
| Visa, Inc., Class A | 558 | 153,422 |
The accompanying notes are an integral part of these financial statements.
13
| Sphere 500 Climate Fund |
| SCHEDULE OF INVESTMENTS (Continued) |
| at September 30, 2024 |
| COMMON STOCKS - 97.80% (Continued) | Shares | Fair Value | ||||||
| Technology - 38.40% (Continued) | ||||||||
| Western Digital Corp.(a) | 102 | $ | 6,966 | |||||
| Workday, Inc., Class A(a) | 63 | 15,398 | ||||||
| Zebra Technologies Corp., Class A(a) | 15 | 5,555 | ||||||
| Zoom Video Communications, Class A(a) | 78 | 5,440 | ||||||
| Zscaler, Inc.(a) | 27 | 4,615 | ||||||
| 5,231,146 | ||||||||
| Utilities - 0.06% | ||||||||
| American Water Works Company, Inc. | 58 | 8,482 | ||||||
|
Total Common Stocks (Cost $10,769,165) |
13,326,584 | |||||||
|
Total Investments - 97.80% (Cost $10,769,165) |
13,326,584 | |||||||
| Other Assets in Excess of Liabilities - 2.20% | 299,714 | |||||||
| NET ASSETS - 100.00% | $ | 13,626,298 |
| (a) | Non-income producing security. |
The accompanying notes are an integral part of these financial statements.
14
| Sphere 500 Climate Fund |
| STATEMENT OF ASSETS AND LIABILITIES |
| September 30, 2024 |
| Assets | ||||
| Investments, at value (cost of $10,769,165) | $ | 13,326,584 | ||
| Receivable for fund shares sold | 63,522 | |||
| Cash and Cash equivalents | 230,080 | |||
| Dividends and interest receivable | 6,831 | |||
| Total Assets | 13,627,017 | |||
| Liabilities | ||||
| Payable to Adviser | 719 | |||
| Total Liabilities | 719 | |||
| Net Assets | $ | 13,626,298 | ||
| Net Assets consist of: | ||||
| Paid-in capital | 11,029,938 | |||
| Accumulated earnings | 2,596,360 | |||
| Net Assets | $ | 13,626,298 | ||
| Net Assets | 13,626,298 | |||
| Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value) | 512,805 | |||
| Net asset value, offering price and redemption price per share | $ | 26.57 |
The accompanying notes are an integral part of these financial statements.
15
| Sphere 500 Climate Fund |
| STATEMENT OF OPERATIONS |
| For the Year Ended September 30, 2024 |
| Investment Income | ||||
| Dividend income | $ | 102,617 | ||
| Interest income | 22,455 | |||
| Total investment income | 125,072 | |||
| Expenses | ||||
| Adviser Fees | 5,965 | |||
| Net operating expenses | 5,965 | |||
| Net investment income | $ | 119,107 | ||
| Net Realized and Change in Unrealized Gain (Loss) on Investments | ||||
| Net realized gain (loss) on: | ||||
| Investment securities | $ | 20,365 | ||
| Change in unrealized depreciation on: | ||||
| Investment securities | 2,268,461 | |||
| Net realized and change in unrealized gain (loss) on investment securities | 2,288,826 | |||
| Net increase in net assets resulting from operations | $ | 2,407,933 |
The accompanying notes are an integral part of these financial statements.
16
| Sphere 500 Climate Fund |
| STATEMENTS OF CHANGES IN NET ASSETS |
|
For the Year Ended September 30, 2024 |
For the Year Ended September 30, 2023 |
|||||||
| Increase (Decrease) in Net Assets due to: | ||||||||
| Operations | ||||||||
| Net investment income | $ | 119,107 | $ | 64,695 | ||||
| Net realized gain/(loss) on investment securities | 20,365 | (51,908 | ) | |||||
| Change in unrealized depreciation on investment securities | 2,268,461 | 575,775 | ||||||
| Net increase in net assets resulting from operations | 2,407,933 | 588,562 | ||||||
| Distributions | ||||||||
| From distributable earnings | (79,986 | ) | (17,911 | ) | ||||
| Total distributions | (79,986 | ) | (17,911 | ) | ||||
| Capital Transactions | ||||||||
| Proceeds from shares sold | 7,980,203 | 4,762,952 | ||||||
| Reinvestment of distributions | 73,443 | 16,590 | ||||||
| Amount paid for shares redeemed | (2,285,898 | ) | (1,264,047 | ) | ||||
| Net increase in net assets resulting from capital transactions | 5,767,748 | 3,515,495 | ||||||
| Total Increase in Net Assets | 8,095,695 | 4,086,146 | ||||||
| Net Assets | ||||||||
| Beginning of period | 5,530,603 | 1,444,457 | ||||||
| End of period | $ | 13,626,298 | $ | 5,530,603 | ||||
| Share Transactions | ||||||||
| Shares sold | 329,463 | 254,268 | ||||||
| Shares issued in reinvestment of distributions | 3,358 | 941 | ||||||
| Shares redeemed | (98,252 | ) | (64,267 | ) | ||||
| Net increase in shares outstanding | 234,569 | 190,942 |
The accompanying notes are an integral part of these financial statements.
17
| Sphere 500 Climate Fund |
| FINANCIAL HIGHLIGHTS |
For a capital share outstanding throughout each period
|
For the Year Ended September 30, 2024 |
For the Year Ended September 30, 2023 |
For the Period Ended September 30, 2022(a) |
||||||||||
| Per Share Operating Performance | ||||||||||||
| Net asset value, beginning of period | $ | 19.88 | $ | 16.55 | $ | 20.00 | ||||||
| Investment operations: | ||||||||||||
| Net investment income | 0.33 | (b) | 0.31 | (b) | 0.22 | (b) | ||||||
| Net realized and unrealized gain (loss) on investments | 6.65 | 3.15 | (3.66 | ) | ||||||||
| Net change in net assets resulting from operations | 6.98 | 3.46 | (3.44 | ) | ||||||||
| Less distributions | ||||||||||||
| Net investment income | (0.29 | ) | (0.13 | ) | (0.01 | ) | ||||||
| Total Distributions | (0.29 | ) | (0.13 | ) | (0.01 | ) | ||||||
| Net asset value, end of period | $ | 26.57 | $ | 19.88 | $ | 16.55 | ||||||
| Total return | 35.58 | % | 20.98 | % | (17.20 | )%(c) | ||||||
| Ratios and Supplemental Data: | ||||||||||||
| Net assets, end of period | $ | 13,626 | $ | 5,531 | $ | 1,444 | ||||||
| Ratio of expenses to average net assets: | ||||||||||||
| Ratio of expenses to average net assets: | 0.07 | % | 0.07 | % | 2.25 | %(d) | ||||||
| Ratio of net investment income to average net assets: | 1.39 | % | 1.59 | % | (2.25 | )%(d) | ||||||
| Portfolio turnover rate | 33 | % | 16 | % | 14 | %(c) |
| (a) | For the period October 4, 2021 (commencement of operations) to September 30, 2022 |
| (b) | The net investment income per share was calculated using the average shares outstanding method. |
| (c) | Not annualized. |
| (d) | Annualized. |
The accompanying notes are an integral part of these financial statements.
18
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS |
| at September 30, 2024 |
NOTE 1 - ORGANIZATION
The Sphere 500 Climate Fund (the "Fund") is organized as a diversified series of the Exchange Place Advisors Trust, a Delaware statutory trust (the "Trust") which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust Agreement permits the Board of Trustees (the "Board") to issue an unlimited number of shares of beneficial interest of separate series. The Fund is one of a series of funds currently authorized by the Board.
The Fund is the successor to the Sphere 500 Climate Fund (the "Predecessor Fund"), which commenced operations on October 4, 2021, a series of Manager Directed Portfolios. The Fund has substantially the same investment objectives and strategies as did the Predecessor Fund. Effective as of the close of business on April 12, 2024, all the assets, subject to the liabilities of the Predecessor Fund, were transferred to the Fund in exchange for 349,444 shares at a net asset value per share ("NAV") of $23.69 of the Fund to the shareholders of the Predecessor Fund. The net assets contributed resulting from these tax-free transactions on the close of business April 12, 2024, after the reorganization, was $8,278,830 including net unrealized appreciation of $1,434,514; undistributed net investment income of $33,933 undistributed realized loss of $(70,217) and investment cost of $6,830,223. For financial reporting purposes, assets received and shares issued were recorded at fair value; however, the cost basis of the investments received was carried forward to align ongoing reporting of the Fund's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The Fund is a continuation of the Predecessor Fund, and therefore, the performance information includes the performance of the Predecessor Fund. The Fund's performance for periods prior to April 12, 2024 is that of the Predecessor Fund. The Predecessor Fund is the accounting survivor.
Reflection Asset Management, LLC (the "Adviser") serves as the investment adviser to the Fund. The investment objective of the Fund is to track the performance, before fees and expenses, of the Sphere 500 Fossil Free Index (the "Index").
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standard Codification Topic 946 Financial Services - Investment Companies.
Security Valuation - All investments in securities are recorded at their estimated fair value, as described in Note 3.
19
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
Federal Income Taxes - It is the Fund's policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provisions are required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is "more likely than not" to be sustained assuming examination by tax authorities. Management has analyzed the Fund's tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax returns for the Fund for the prior three fiscal years are open for examination. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Delaware. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management has concluded that the Fund does not have any unrecognized tax benefits or uncertain tax positions that would require a provision for income tax. Accordingly, the Fund did not incur any interest or penalties for the fiscal year ended September 30, 2024.
Securities Transactions, Income and Distributions - Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
The Fund distributes substantially all of its net investment income, if any, and net realized capital gains, if any, annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax treatment.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents - Idle cash may be swept into various interest bearing overnight demand deposits and is classified as a cash equivalent on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed the Federal Deposit Insurance Corporation (FDIC) limit of $250,000. Amounts swept overnight are available on the next business day.
20
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
Reclassification of Capital Accounts - GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
NOTE 3 - SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period, and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
| Level 1 - | Unadjusted, quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the date of measurement. |
| Level 2 - | Other significant observable inputs (including, but not limited to, quoted prices in active markets for similar instruments, quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets, such as interest rates, prepayment speeds, credit risk curves, default rates, and similar data). |
| Level 3 - | Significant unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
Following is a description of the valuation techniques applied to the Fund's major categories of assets and liabilities measured at fair value on a recurring basis.
Equity Securities - Equity securities, including common stocks and real estate investment trusts (REITs), that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price ("NOCP"). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. Over-the-counter securities which are not traded in the NASDAQ Global Market System shall
21
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
be valued at the mean between the bid and asked prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 or Level 2 of the fair value hierarchy.
Registered Investment Companies - Investments in registered investment companies (e.g., mutual funds) are generally priced at the ending NAV provided by the applicable registered investment company's service agent and will be classified in Level 1 of the fair value hierarchy.
In the absence of prices from a pricing service, or if market quotations are not readily available, fair value will be determined under the Fund's valuation procedures adopted pursuant to Rule 2a-5. Pursuant to those procedures, the Board has appointed the Adviser as the Fund's valuation designee (the "Valuation Designee") to perform all fair valuations of the Fund's portfolio investments, subject to the Board's oversight. As the Valuation Designee, the Adviser has established procedures for its fair valuation of the Fund's portfolio investments. These procedures address, among other things, determining when market quotations are not readily available or reliable and the methodologies to be used for determining the fair value of investments, as well as the use and oversight of third- party pricing services for fair valuation.
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the fair valuation hierarchy of the Fund's securities as of September 30, 2024:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks(a) | $ | 13,326,584 | $ | - | $ | - | $ | 13,326,584 | ||||||||
| Total | $ | 13,326,584 | $ | - | $ | - | $ | 13,326,584 |
| (a) | Refer to Schedule of Investments for sector classifications. |
The Fund did not hold any investments during or at the end of the reporting period for which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.
NOTE 4 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For the fiscal year ended September 30, 2024, the Adviser provided the Fund with investment management services under an Investment Advisory Agreement (the "Agreement"). The Adviser furnishes all investment advice, office space, and facilities,
22
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
and provides most of the personnel needed by the Fund. As compensation for its services, the Adviser is entitled to a monthly fee at an annual rate of 0.07% of the average daily net assets of the Fund. For the fiscal year ended September 30, 2024, the Adviser earned fees of $5,965 from the Fund. At September 30, 2024, the Fund owed the Adviser $719.
Pursuant to it's Agreement between the Trust, on behalf of the Fund, and Reflection Asset Management, the Fund pays a management fee to the Adviser, which is calculated daily and paid monthly. Under the Agreement, the Adviser has agreed to pay all expenses of the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, shareholder servicing, and the advisory fee payable to the Adviser.
Ultimus Fund Solutions, LLC (the "Administrator") serves as the Fund's fund accountant, transfer agent and administrator. Prior to April 12, 2024, U.S. Bank Global Fund Services, LLC provided administrative, transfer agent and fund accounting services to the Fund.
Northern Lights Compliance Services, LLC ("NLCS"), an affiliate of the Administrator, provides a Chief Compliance Officer to the Trust, as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. Prior to April 12, 2024, U.S. Bank Global Fund Services, LLC provided Chief Compliance Officer services to the Trust.
Ultimus Fund Distributors, LLC (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares.
Each Independent Trustee receives from the Trust an annual retainer of $50,000, plus an annual fee per Fund of $1,666.67, plus reimbursement of related expenses. The Chairman of the Board receives an additional annual retainer of $6,250, and each of the Chairs of the Audit Committee and the Governance Committee receives an additional annual retainer of $2,500 and $1,250, respectively. In addition, effective November 3, 2023, each Independent Trustee receives from the Trust a fee of $2,000 for a meeting of the Board other than a regularly scheduled meeting.
Certain officers and a Trustee of the Trust are also employees of the Administrator or NLCS and such persons are not paid by the Fund for serving in such capacities.
23
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
NOTE 5 - SECURITIES TRANSACTIONS
For the fiscal year ended September 30, 2024, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
| Purchases | Sales | |
| $8,370,924 | $2,755,321 |
NOTE 6 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
At September 30, 2024, the net unrealized appreciation (depreciation) and tax cost of investments for tax purposes were as follows:
| Gross unrealized appreciation | $ | 2,495,234 | ||
| Gross unrealized depreciation | (94,330 | ) | ||
| Net unrealized appreciation on investments | $ | 2,400,904 | ||
| Tax cost of investments | $ | 10,925,680 |
As of September 30, 2024, the components of accumulated earnings/(losses) on a tax basis were as follows:
| Undistributed ordinary income | $ | 95,830 | ||
| Undistributed long-term capital gains | 99,626 | |||
| Unrealized appreciation on investments | 2,400,904 | |||
| Total accumulated earnings | $ | 2,596,360 |
For the year ended September 30, 2024, the Fund utilized short-term capital loss carryforwards of $30,708.
The tax character of distributions paid during the fiscal years ended September 30, 2024 and September 30, 2023 were as follows:
| 2024 | 2023 | |||||||
| Distributions paid from: | ||||||||
| Ordinary income | $ | 79,986 | $ | 17,911 | ||||
| Total distributions paid | $ | 79,986 | $ | 17,911 |
24
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
NOTE 7 - PRINCIPAL RISKS
Below are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Fund's NAV, market price, yield, and total return. Further information about investment risks is available in the Fund's prospectus and Statement of Additional Information.
Sector Risk - If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in a Fund and increase the volatility of a Fund's NAV per share. For instance, economic or market factors, regulatory changes or other developments may negatively impact all companies in a particular sector, and therefore the value of a Fund's portfolio will be adversely affected. As of September 30, 2024, the Fund had 38.40% of the value of its net assets invested in stocks within the Technology sector.
Climate Investing Considerations Risk - Considerations to mitigate climate risk, such as environmental criteria (e.g., fossil fuel screens), applied to the Index's construction may limit the number of investment opportunities available to the Fund, and as a result, at times, the Fund may underperform funds that are not subject to similar investment considerations. For example, the Index may exclude certain securities due to climate friendly considerations when other investment considerations would suggest that investing in such securities would be advantageous. The Fund may also underperform funds that invest in the energy and utilities sectors, particularly in times of rising oil, gas and energy prices.
NOTE 8 - GUARANTEES AND INDEMNIFICATIONS
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
NOTE 9 - CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of September 30, 2024, Vanguard Brokerage Services held 48% of the outstanding Shares of the Fund. The Fund has no knowledge as to whether all or any portion of the shares owned of record by Vanguard Brokerage Services are also owned beneficially.
25
| Sphere 500 Climate Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| at September 30, 2024 |
NOTE 10. COMMITMENTS AND CONTINGENCIES
The Trust indemnifies its officers and Trustees for certain liabilities that may arise from their performance of their duties to the Trust or the Fund. Additionally, in the normal course of business, the Trust enters into contracts that contain a variety of representation sand warranties which provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.
NOTE 11 - SUBSEQUENT EVENTS
The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date at which these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosure.
26
| Sphere 500 Climate Fund |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Shareholders of Sphere 500 Climate Fund and
Board of Trustees of Exchange Place Advisors Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Sphere 500 Climate Fund (the "Fund"), a series of Exchange Place Advisors Trust, as of September 30, 2024, the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the two years in the period then ended, 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 September 30, 2024, the results of its operations for the year then ended, the changes in net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the period October 4, 2021 through September 30, 2022, were audited by other auditors whose report dated November 29, 2022, expressed an unqualified opinion on those 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 audits. 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 conducted our audits 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.
Our audits 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 procedures included confirmation of securities owned as of September 30, 2024, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and
27
| Sphere 500 Climate Fund |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued) |
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund's auditor since 2023.
COHEN & COMPANY, LTD.
Cleveland, Ohio
November 27, 2024
28
| Sphere 500 Climate Fund |
| ADDITIONAL FEDERAL INCOME TAX INFORMATION (Unaudited) |
The Form 1099-DIV you receive in January 2025 will show the tax status of all distributions paid to your account in calendar year 2024. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.
Qualified Dividend Income. The Fund designates approximately 80% or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for a reduced tax rate.
Qualified Business Income. The Fund designates approximately 0% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified business income.
Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund's dividend distribution that qualifies under tax law. For the Fund's calendar year 2024 ordinary income dividends, 23% qualifies for the corporate dividends received deduction.
29
| Sphere 500 Climate Fund |
| APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) |
Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act"), requires that each mutual fund's board of trustees, including a majority of those trustees who are not "interested persons" of the fund, as defined in the 1940 Act (the "Independent Trustees"), initially approve, and annually review and consider the continuation of, the fund's investment advisory agreement. At a meeting held on December 6-7, 2023 (the "Meeting"), the Board of Trustees (the "Board") of North Square Investments Trust (the "Trust"), including each of the Independent Trustees, unanimously voted to approve the investment advisory agreement (the "Advisory Agreement") between Reflection Asset Management, LLC (the "Adviser") and the Trust, on behalf of the Sphere 500 Climate Fund (the "New Fund"). The Trustees noted that the New Fund had a corresponding fund (the "Existing Fund") that was currently offered as a series of Manager Directed Portfolios (the "Selling Trust") that was proposed to be reorganized into the New Fund. The Trustees further noted that the reorganization of the Existing Fund into the New Fund would take place upon approval of the Selling Trust's Board of Trustees, the Board, and shareholders of the Existing Fund (the "Reorganization"). In addition, the Trustees noted that there were no contemplated changes to the management fee, investment objective, strategies, policies and restrictions of the Existing Fund in connection with the Reorganization and that the Adviser would continue as the New Fund's investment adviser and that the Existing Fund's portfolio manager would continue to be responsible for the day-to-day portfolio management activities of the New Fund.
In connection with its consideration of the Advisory Agreement proposed for approval at the Meeting, the Board requested and reviewed responses from the Adviser to the Section 15(c) request posed to the Adviser on behalf of the Independent Trustees by Independent Trustee Counsel and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information and data that had been provided prior to the Meeting, including the Advisory Agreement, memoranda provided by both Fund Counsel and Independent Trustee Counsel summarizing the requirements and guidelines relevant to the Board's consideration of the approvals of such Agreement, the Adviser's Form ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Existing Fund's performance for periods ended June 30, 2023, advisory fees and expense ratios, and other pertinent information. The Board reviewed and discussed the Adviser's Section 15(c) response and discussed various questions and information with representatives of the Adviser at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Adviser provided at the Meeting concerning the Advisory Agreement. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of, and request additional materials from, the Adviser. The Board met in executive sessions at which no representatives of management were present to consider the approval of the Advisory Agreement and the Independent Trustees were also advised by, and met
30
| Sphere 500 Climate Fund |
| APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued) (Unaudited) |
separately, in executive sessions with Independent Trustee Counsel. The Board also took into account information reviewed by it at its meeting held on November 9, 2023, that was relevant to its consideration of the Advisory Agreement, including certain performance, advisory fee and other expense information and discussions with the New Fund's portfolio manager, as well as such additional information it deemed relevant and appropriate in its judgment. The Board noted that the information received and considered by the Board in connection with the Meeting was both written and oral. Based on its evaluation of this information, the Board, including the Independent Trustees, unanimously approved the Advisory Agreement for the New Fund for an initial two-year period.
In determining whether to approve the Advisory Agreement, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate in the exercise of their reasonable business judgment. While individual members of the Board may have weighed certain factors differently, the Board's determination to approve the Advisory Agreement at the Meeting was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Advisory Agreement. As noted, the Board was also furnished with an analysis of its fiduciary obligations in connection with its evaluation of the Advisory Agreement and, throughout the evaluation process, the Board was assisted by Fund Counsel and Independent Trustee Counsel who, as noted above, each provided and reviewed a legal memorandum to the Board detailing the Board's duties and responsibilities in connection with the various actions and approvals required in connection with the approval of the Agreement. A more detailed summary of important, but not necessarily all, factors the Board considered with respect to its approval of the Advisory Agreement is provided below. The Board also considered other factors, including conditions and trends prevailing generally in the economy, the securities markets, and the industry.
Nature, Extent and Quality of Services
The Board considered information regarding the nature, extent and quality of services the Adviser provides to the Existing Fund, and will provide to the New Fund. The Board considered, among other things, the term of the Advisory Agreement and the range of services to be provided by the Adviser. The Board noted that the services to be provided include but are not limited to, providing a continuous investment program for the New Fund, adhering to the New Fund's investment restrictions, complying with the Trust's policies and procedures, and voting proxies on behalf of the New Fund. The Board also considered the Adviser's reputation, organizational structure, resources and overall financial condition, including economic and other support provided to the Adviser.
With respect to the day-to-day portfolio management services for the Fund, the Board considered, among other things, the background and experience and quality of the Adviser's investment personnel, its investment philosophies and processes, its investment
31
| Sphere 500 Climate Fund |
| APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued) (Unaudited) |
research capabilities and resources, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of the New Fund's portfolio manager, the number of accounts managed by the portfolio manager, and the Adviser's approach for compensating the portfolio manager.
In addition, the Board considered the Adviser's professional personnel who will provide services to the New Fund, including the Adviser's ability and experience in attracting and retaining qualified personnel to service the New Fund. The Board also considered the compliance program and compliance records and regulatory history of the Adviser. The Board noted the Adviser's support of the Existing Fund's compliance control structure, including the resources that are devoted by the Adviser in support of the Existing Fund's obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Adviser to address matters such as cybersecurity risks and to invest in business continuity planning. The Board also noted that it received and reviewed information from the Trust's Chief Compliance Officer ("CCO") regarding the Existing Fund's compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Adviser and procedures reasonably designed to ensure compliance with the federal securities laws.
The Board also considered the nature and extent of significant risks assumed by the Adviser in connection with the services to be provided to the New Fund, including entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk which, among other things, can increase cost of operations and introduce legal and administrative challenges.
After consideration of the foregoing factors, among others, the Board concluded that they are satisfied with the nature, extent and quality of services that the Adviser proposed to provide to the New Fund.
Fund Performance
The Board reviewed the performance of the Existing Fund for periods ended June 30, 2023, presented in the Board meeting materials. The Board considered various data and materials provided to the Board by the Adviser concerning Fund performance, including a comparison of the investment performance of the Existing Fund to its customized index and the S&P 500 Index, as well as comparative fee information provided by Barrington Partners, based on data produced by Morningstar Inc., an independent provider of investment company data (the "Barrington Partners' Report"), comparing the investment performance of the Existing Fund to a universe of peer funds. The Board received information at the Meeting, including management's discussion of the Existing Fund's performance and took into accout factors contributing to, the performance of the Existing
32
| Sphere 500 Climate Fund |
| APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued) (Unaudited) |
Fund relative to its benchmark and universe for the relevant period. The Board also took into account factors including general market conditions; the "style" in which the Existing Fund is managed; issuer-specific information; and fund cash flows.
Based on these considerations, it was the consensus of the Board that it was reasonable to conclude that the Adviser has the ability to manage the New Fund successfully from a performance standpoint.
Advisory Fees and Expenses
The Board reviewed and considered the advisory fee rate of the Existing Fund that is being paid to the Adviser and the Existing Fund's total net expense ratio.
The Board reviewed information contained in the Barrington Partners Report comparing the Existing Fund's advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between the Existing Fund and its peer funds may be imprecise and non-determinative, the comparative information provided in the Barrington Partners' Report was helpful to the Board in evaluating the reasonableness of the Existing Fund's advisory fees and total expense ratio.
The Board also took into account that the Adviser has agreed to pay all expenses of the New Fund, except for: the unified management fee payable to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution (12b-1) fees and expenses, and shareholder service fees and expenses pursuant to the Shareholder Servicing Plan. The Board also noted that, under the Licensing Agreement with Our Sphere, Inc.™ ("Sphere"), the New Fund's sponsor, Sphere has agreed to reimburse the Adviser for the New Fund's operating expenses until such time as the New Fund becomes profitable.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board concluded that the compensation to be paid to the Adviser under the Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the Adviser's costs of managing the Existing Fund and the profitability to the Adviser from providing services to the Existing Fund. Based on its review, the Board determined that the potential profits that the Adviser may receive from services to be provided to the New Fund, if any, were not excessive.
33
| Sphere 500 Climate Fund |
| APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued) (Unaudited) |
Economies of Scale
The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to the New Fund as the New Fund grows. The Board also considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through the unified management fee, services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. In addition, the Board took into account management's discussion of the New Fund's fee structure. The Board also considered that, if the New Fund's assets increase over time, the New Fund may realize other economies of scale.
The Board concluded that, especially in light of the current stage of development of the New Fund, the Adviser's arrangements with respect to the New Fund constituted a reasonable approach to sharing potential economies of scale with the New Fund and its shareholders.
"Fall-Out" Benefits
The Board received and considered information regarding potential "fall-out" or ancillary benefits that the Adviser may receive as a result of its relationship with the New Fund. The Board noted that ancillary benefits could include, among others, benefits directly attributable to other relationships with the New Fund and benefits potentially derived from an increase in the Adviser's business as a result of its relationship with the New Fund.
Based on its consideration of the factors and information it deemed relevant, including those described above, the Board did not find that any ancillary benefits that may be received by the Adviser is unreasonable.
Conclusion
At the Meeting, after considering the above-described material factors and based on its deliberations and its evaluation of the information described above, and assisted by the advice of both Fund Counsel and Independent Trustee Counsel, the Board, including the Independent Trustees acting separately, concluded that the approval of the Advisory Agreement with respect to the New Fund for an initial two-year term was in the best interest of the New Fund and its shareholders.
34
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
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
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 registrant's Principal Executive Officer and Principal Financial Officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR. |
| (b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. |
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) | Code of Ethics for Principal Executive and Senior Financial Officers. | |
| (a)(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto. | |
| (a)(3) | Not applicable | |
| (a)(4) | Not applicable | |
| (b) | Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto. |
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) | Exchange Place Advisors Trust | ||
| By (Signature and Title) | /s/ Ian Martin | ||
| Ian Martin, President and Principal Executive Officer | |||
| Date | 12/9/2024 | ||
| 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/ Ian Martin | ||
| Ian Martin, President and Principal Executive Officer | |||
| Date | 12/9/2024 | ||
| By (Signature and Title) | /s/ Zachary P. Richmond | ||
| Zachary P. Richmond, Treasurer and Principal Financial Officer | |||
| Date | 12/9/2024 |