UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23084
Series Portfolios Trust
(Exact name of registrant as specified in charter)
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Ryan Roell, President
Series Portfolios Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Ave, 6th Fl
Milwaukee, WI 53202
(Name and address of agent for service)
(Name and address of agent for service)
(414) 516-1709
Registrant's telephone number, including area code
Date of fiscal year end: August 31, 2023
Date of reporting period: August 31, 2023
Item 1. Reports to Stockholders.
(a) |
Panagram BBB-B CLO ETF
Ticker Symbol: CLOZ
Annual Report
August 31, 2023
PANAGRAM BBB-B CLO ETF
Dear Shareholders,
We are pleased to provide you with this annual letter regarding the Panagram BBB-B CLO ETF (the “Fund” or “CLOZ”) to provide a general overview and some key performance indicators of the Fund. The Fund is advised by Panagram Structured Asset Management, LLC (“Panagram”).
A key goal of the Fund is to provide investors with liquid exposure to diversified collateralized loan obligations (“CLOs”). In just seven months since its inception, the Fund has nearly doubled in size. In large part, this has to do with the confidence our investors and shareholders have placed in the Panagram team and brand, and we are both proud and appreciative of this.
CLOZ is an actively managed exchange-traded fund (“ETF”) seeking income and capital preservation by investing primarily in BBB and BB rated CLOs. We believe that given their floating-rate nature, CLOs offer excellent yields in volatile market environments and the governing CLO documents provide structural protection for CLO debt investors.
1. | Yield as defined here refers to the indices mentioned. One cannot invest directly in an index. | |
2. | Sources: ICE BofA BBB US Corporate Index, ICE BofA BB US High Yield Index, J.P. Morgan CLOIE BBB Index, J.P. Morgan CLOIE BB Index (8/31/2023) | |
3. | Source: S&P Global – “CLO Spotlight: U.S. CLO Tranche Defaults As Of July 27, 2023” (8/9/2023) | |
4. | Source: S&P Global – “Default, Transition, and Recovery: 2022 Annual Global Corporate Default and Rating Transition Study” (4/25/2023) | |
5. | Source: Citi Research – “Cross Asset Correlation” (12/31/2022). Based on data between January 2013 and December 2022. | |
6. | Past performance is not indicative of, or a guarantee of, future results. The information shown here is for background purposes only. |
Included in this annual report for your reference and review, and covering the period from January 23, 2023, through August 31, 2023, is information on the Fund’s investment results and composition (as of August 31, 2023):
• | CLOZ’s Net Asset Value (“NAV”) reached $83.2 million | |
• | The Fund’s investment composition is 52.7% CLO BB bonds, 42.1% in CLO BBB bonds, and 5.2% cash and cash equivalents | |
• | From inception through August 31, 2023, the Fund returned 9.66% on a NAV basis and 10.14% on a market price basis. Comparatively, the Fund’s benchmark, the JP Morgan High Quality Index, had a return of 9.74% for the same period. |
1
PANAGRAM BBB-B CLO ETF
The Panagram team upholds transparency and communication as a core operating principle and believes it is essential to building trust and confidence with our shareholders. On behalf of everyone at Panagram, we thank you for entrusting us with your investments. We are committed to providing our shareholders with regular updates on our performance and our investment strategies.
Thank you for your continued support, and we look forward to updating you on our progress.
Sincerely,
John E. Kim | Timothy P. Wickstrom Jr. |
Portfolio Manager | Portfolio Manager |
DISCLOSURES
This report must be preceded or accompanied by a prospectus.
Credit quality ratings are based on an average of Moody’s, S&P, and Fitch. Credit rating agencies are organizations that provide an assessment of the creditworthiness of a company or a financial instrument. Ratings and portfolio credit quality may change over time. A triple-A (AAA) is the highest credit quality, and C or D (depending on the agency issuing the rating) is the lowest or junk quality.
Important Risks
The risks of investing in CLO securities include both the credit risk associated with the underlying loans combined with the risks associated with the CLO structure governing the priority of payments (and any legal and counterparty risk associated with carrying out the priority of payments). This Fund intends to invest primarily in BBB and BB rated tranches (or equivalent ratings by a NRSRO); however, these ratings do not constitute a guarantee of credit quality and it’s possible that under stressed market environments these tranches could experience substantial losses due to actual defaults, write-downs of the equity or other subordinated tranches, increased sensitivity to defaults due to collateral default and impairment of subordinate tranches, market anticipation of defaults, and general market aversion to CLO securities as an asset class.
Subordinated (i.e., mezzanine) CLO tranches are subject to higher credit risk and liquidity risk relative to more senior CLO tranches. The Fund is expected to have significant exposure to below investment grade CLO tranches (up to 70% of its total assets). To the extent a CLO or its underlying loans experience default or are having difficulty making principal and/or interest payments, subordinate CLO tranches will be more likely to experience adverse impacts, and such impacts will be more severe, relative to more senior or higher-rated CLO securities, which in turn will adversely affect the performance of the Fund. Under certain circumstances, no payment of interest or principal can be made to a holder of a mezzanine CLO tranche until the interest or principal payments have been made in full to holders of the senior tranches.
Distributor: Quasar Distributors, LLC
2
PANAGRAM BBB-B CLO ETF
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. Investors may obtain performance data current to the most recent month-end by calling 800-617-0004.
Rates of Return (%) – As of August 31, 2023
Since Inception(1) | |
Panagram BBB-B CLO ETF – NAV | 9.66% |
Panagram BBB-B CLO ETF – Market | 10.14% |
J.P. Morgan CLO High Quality Mezzanine Index(2) | 9.74% |
(1) | Inception date of the Fund was January 23, 2023. |
(2) | The J.P. Morgan CLO High Quality Mezzanine Index is designed to track the performance of broadly-syndicated, arbitrage US CLO debt from high-quality mezzanine tranches in the flagship J.P. Morgan CLO Index (“CLOIE”), representing 90% BBB’s and 10% BB/B’s. |
3
PANAGRAM BBB-B CLO ETF
Expense Example (Unaudited)
August 31, 2023
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including broker commissions on the purchases and sales of the Fund’s shares, and (2) ongoing costs, including management fees and other Fund specific expenses. The expense example is intended to help the shareholder understand ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the most recent period.
The Actual Expenses comparison provides information about actual account values and actual expenses. A shareholder may use the information in this line, together with the amount invested, to estimate the expenses paid over the period. A shareholder may divide his/her account value by $1,000 (e.g., an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses paid on his/her account during this period.
The Hypothetical Example for Comparison Purposes provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid for the period. A shareholder may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, a shareholder would compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the Hypothetical Example for Comparisons Purposes is useful in comparing ongoing costs only and will not help to determine the relevant total costs of owning different funds. In addition, if these transactional costs were included, shareholder costs would have been higher.
Expenses Paid | ||||
Annualized Net | Beginning | Ending | During Period(1) | |
Expense Ratio | Account Value | Account Value | (3/01/2023 to | |
(8/31/2023) | (3/01/2023) | (8/31/2023) | 8/31/2023) | |
Actual(2) | 0.50% | $1,000.00 | $1,084.10 | $2.63 |
Hypothetical (5% annual return before expenses) | 0.50% | $1,000.00 | $1,022.68 | $2.55 |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the period multiplied by the average account value over the period, multiplied by 184/365 to reflect the period since inception. |
(2) | Based on the actual NAV returns for the period from March 1, 2023 through August 31, 2023, of 8.41%. |
4
PANAGRAM BBB-B CLO ETF
Allocation of Portfolio(1) (% of Investments) (Unaudited)
August 31, 2023
Top 10 Holdings(1)(2) (% of Investments) (Unaudited)
August 31, 2023
Bain Capital Credit CLO 2022-6 Ltd., | |||
Series 2022-6A Class E, 14.10%, 10/22/2035 | 6.15% | ||
Octagon 62 Ltd., Series 2022-1A Class E, 13.08%, 1/20/2036 | 5.48% | ||
AGL CLO 23 Ltd., Series 2022-23A Classs E, 14.08%, 1/20/2036 | 3.71% | ||
Carlyle US CLO 2022-5 Ltd., Series 2022-5A Class E, 13.77%, 10/15/2035 | 2.96% | ||
Neuberger Berman Loan Advisers CLO 37 Ltd., | |||
Series 2020-37A Class ER, 11.34%, 7/20/2031 | 2.66% | ||
Madison Park Funding XLVII Ltd., | |||
Series 2020-47A Class E, 13.04%, 1/19/2034 | 2.44% | ||
Benefit Street Partners CLO XXIX, | |||
Series 2022-29A Class E, 13.16%, 1/25/2036 | 2.44% | ||
Dryden 112 CLO Ltd., Series 2022-112A Class D, 10.38%, 8/15/2034 | 2.43% | ||
Carlyle US CLO 2020-2 Ltd., Series 2020-2A Class DR, 12.31%, 1/25/2035 | 2.41% | ||
Barings Clo 2019-IV, 2019-IV Series 2019-4A Class E, 12.96%, 1/15/2033 | 2.40% |
(1) | Fund Holdings are subject to change at any time and are not recommendations to buy or sell any security. |
(2) | Money Market Funds are not included in the Top 10 holdings. |
5
PANAGRAM BBB-B CLO ETF
Schedule of Investments
August 31, 2023
Principal | ||||||||
Amount | Value | |||||||
COLLATERALIZED LOAN OBLIGATIONS – 93.58% (a)(b) | ||||||||
Bermuda – 0.30% | ||||||||
OHA Credit Funding 13 Ltd. | ||||||||
Series 2022-13A, Class D, 10.52% (CME Term SOFR 3 Month + 5.19%), | ||||||||
07/20/2035 (c) | $ | 250,000 | $ | 251,903 | ||||
Cayman Islands – 66.80% | ||||||||
AGL CLO 10 Ltd. | ||||||||
Series 2021-10A, Class E, 11.57% (CME Term SOFR 3 Month + 6.26%), | ||||||||
04/15/2034 (c) | 1,250,000 | 1,202,344 | ||||||
AGL CLO 17 Ltd. | ||||||||
Series 2022-17A, Class D, 8.43% (CME Term SOFR 3 Month + 3.10%), | ||||||||
01/21/2035 (c) | 1,500,000 | 1,445,447 | ||||||
Aimco CLO 15 Ltd. | ||||||||
Series 2021-15A, Class E, 11.52% (CME Term SOFR 3 Month + 6.21%), | ||||||||
10/17/2034 (c) | 250,000 | 240,940 | ||||||
Apidos CLO XXXVI | ||||||||
Series 2021-36A, Class D, 8.49% (CME Term SOFR 3 Month + 3.16%), | ||||||||
07/20/2034 (c) | 1,000,000 | 965,221 | ||||||
Bain Capital Credit CLO 2020-4 Ltd. | ||||||||
Series 2020-4A, Class E, 13.54% (CME Term SOFR 3 Month + 8.21%), | ||||||||
10/20/2033 (c) | 1,850,000 | 1,850,542 | ||||||
Bain Capital Credit CLO 2021-3 Ltd. | ||||||||
Series 2021-3A, Class E, 12.11% (CME Term SOFR 3 Month + 6.76%), | ||||||||
07/24/2034 (c) | 250,000 | 242,102 | ||||||
Bain Capital Credit CLO 2021-7 Ltd. | ||||||||
Series 2021-7A, Class D, 8.86% (CME Term SOFR 3 Month + 3.51%), | ||||||||
01/22/2035 (c) | 1,000,000 | 985,312 | ||||||
Ballyrock CLO 15 Ltd. | ||||||||
Series 2021-1A, Class D, 11.79% (CME Term SOFR 3 Month + 6.48%), | ||||||||
04/15/2034 (c) | 1,000,000 | 975,850 | ||||||
Barings CLO 2018-IV | ||||||||
Series 2018-4A, Class D, 8.47% (CME Term SOFR 3 Month + 3.16%), | ||||||||
10/15/2030 (c) | 1,000,000 | 980,970 | ||||||
Barings CLO 2019-IV | ||||||||
Series 2019-4A, Class E, 12.96% (CME Term SOFR 3 Month + 7.65%), | ||||||||
01/15/2033 (c) | 2,000,000 | 1,974,030 | ||||||
Barings CLO 2020-IV | ||||||||
Series 2020-4A, Class D2, 11.09% (CME Term SOFR 3 Month + 5.76%), | ||||||||
01/20/2032 (c) | 1,000,000 | 975,087 | ||||||
Barings CLO 2021-I | ||||||||
Series 2021-1A, Class D, 8.51% (CME Term SOFR 3 Month + 3.16%), | ||||||||
04/25/2034 (c) | 1,000,000 | 965,042 |
The accompanying notes are an integral part of these financial statements.
6
PANAGRAM BBB-B CLO ETF
Schedule of Investments – Continued
August 31, 2023
Principal | ||||||||
Amount | Value | |||||||
Cayman Islands – 66.80% (Continued) | ||||||||
Benefit Street Partners CLO XIX Ltd. | ||||||||
Series 2019-19A, Class D, 9.37% (CME Term SOFR 3 Month + 4.06%), | ||||||||
01/15/2033 (c) | $ | 1,500,000 | $ | 1,500,707 | ||||
Bethpage Park CLO Ltd. | ||||||||
Series 2021-1A, Class D, 8.52% (CME Term SOFR 3 Month + 3.21%), | ||||||||
10/15/2036 (c) | 2,000,000 | 1,897,674 | ||||||
Carlyle US CLO 2020-2 Ltd. | ||||||||
Series 2020-2A, Class DR, 12.31% (CME Term SOFR 3 Month + 6.96%), | ||||||||
01/25/2035 (c) | 2,064,420 | 1,975,669 | ||||||
Carlyle US CLO 2021-4 Ltd. | ||||||||
Series 2021-4A, Class E, 12.19% (CME Term SOFR 3 Month + 6.86%), | ||||||||
04/20/2034 (c) | 1,000,000 | 969,870 | ||||||
Carlyle US CLO 2021-5 Ltd. | ||||||||
Series 2021-5A, Class E, 11.84% (CME Term SOFR 3 Month + 6.51%), | ||||||||
07/20/2034 (c) | 1,500,000 | 1,418,019 | ||||||
Carlyle US CLO 2022-5 Ltd. | ||||||||
Series 2022-5A, Class E, 13.77% (CME Term SOFR 3 Month + 8.46%), | ||||||||
10/15/2035 (c) | 2,400,000 | 2,428,978 | ||||||
Carlyle US CLO 2023-1 Ltd. | ||||||||
Series 2023-1A, Class E, 13.77% (CME Term SOFR 3 Month + 8.46%), | ||||||||
07/20/2035 (c) | 1,000,000 | 1,022,992 | ||||||
CIFC Funding 2020-IV Ltd. | ||||||||
Series 2020-4A, Class D, 8.97% (CME Term SOFR 3 Month + 3.66%), | ||||||||
01/15/2034 (c) | 500,000 | 499,961 | ||||||
CIFC Funding 2021-III Ltd. | ||||||||
Series 2021-3A, Class D, 8.57% (CME Term SOFR 3 Month + 3.26%), | ||||||||
07/15/2036 (c) | 2,000,000 | 1,930,410 | ||||||
CIFC Funding 2021-VI Ltd. | ||||||||
Series 2021-6A, Class D, 8.67% (CME Term SOFR 3 Month + 3.36%), | ||||||||
10/15/2034 (c) | 2,000,000 | 1,928,524 | ||||||
Dryden 87 CLO Ltd. | ||||||||
Series 2021-87A, Class D, 8.59% (CME Term SOFR 3 Month + 3.21%), | ||||||||
05/20/2034 (c) | 1,000,000 | 958,425 | ||||||
Elmwood CLO VII Ltd. | ||||||||
Series 2020-4A, Class D, 9.17% (CME Term SOFR 3 Month + 3.86%), | ||||||||
01/17/2034 (c) | 1,490,000 | 1,487,537 | ||||||
Goldentree Loan Management US CLO 3 Ltd. | ||||||||
Series 2018-3A, Class D, 8.44% (CME Term SOFR 3 Month + 3.11%), | ||||||||
04/20/2030 (c) | 1,500,000 | 1,470,330 |
The accompanying notes are an integral part of these financial statements.
7
PANAGRAM BBB-B CLO ETF
Schedule of Investments – Continued
August 31, 2023
Principal | ||||||||
Amount | Value | |||||||
Cayman Islands – 66.80% (Continued) | ||||||||
KKR CLO 41 Ltd. | ||||||||
Series 2022-41A, Class D, 8.56% (CME Term SOFR 3 Month + 3.25%), | ||||||||
04/15/2035 (c) | $ | 1,000,000 | $ | 949,237 | ||||
Series 2022-41A, Class E, 12.01% (CME Term SOFR 3 Month + 6.70%), | ||||||||
04/15/2035 (c) | 250,000 | 229,624 | ||||||
Madison Park Funding LV Ltd. | ||||||||
Series 2022-55A, Class E, 13.48% (CME Term SOFR 3 Month + 8.17%), | ||||||||
07/18/2035 (c) | 190,034 | 191,456 | ||||||
Madison Park Funding LXII Ltd. | ||||||||
Series 2022-62A, Class DR, 11.16% (CME Term SOFR 3 Month + 5.85%), | ||||||||
07/17/2036 (c) | 1,000,000 | 1,010,573 | ||||||
Madison Park Funding XLVII Ltd. | ||||||||
Series 2020-47A, Class E, 13.04% (CME Term SOFR 3 Month + 7.72%), | ||||||||
01/19/2034 (c) | 2,000,000 | 2,005,278 | ||||||
Myers Park CLO Ltd. | ||||||||
Series 2018-1A, Class D, 8.64% (CME Term SOFR 3 Month + 3.31%), | ||||||||
10/20/2030 (c) | 1,000,000 | 959,762 | ||||||
Neuberger Berman Loan Advisers CLO 32 Ltd. | ||||||||
Series 2019-32A, Class ER, 11.68% (CME Term SOFR 3 Month + 6.36%), | ||||||||
01/20/2032 (c) | 850,000 | 804,617 | ||||||
Neuberger Berman Loan Advisers CLO 36 Ltd. | ||||||||
Series 2020-36A, Class ER, 12.34% (CME Term SOFR 3 Month + 7.01%), | ||||||||
04/20/2033 (c) | 1,650,000 | 1,622,709 | ||||||
Neuberger Berman Loan Advisers CLO 37 Ltd. | ||||||||
Series 2020-37A, Class ER, 11.34% (CME Term SOFR 3 Month + 6.01%), | ||||||||
07/20/2031 (c) | 2,250,000 | 2,185,688 | ||||||
Octagon 62 Ltd. | ||||||||
Series 2022-1A, Class E, 13.08% (CME Term SOFR 3 Month + 7.75%), | ||||||||
01/20/2036 (c) | 4,500,000 | 4,500,607 | ||||||
OHA Credit Funding 9 Ltd. | ||||||||
Series 2021-9A, Class E, 11.83% (CME Term SOFR 3 Month + 6.51%), | ||||||||
07/19/2035 (c) | 1,000,000 | 1,000,164 | ||||||
OHA Loan Funding 2015-1 Ltd. | ||||||||
Series 2015-1A, Class ER3, 12.23% (CME Term SOFR 3 Month + 6.91%), | ||||||||
01/19/2037 (c) | 540,000 | 535,837 | ||||||
Palmer Square CLO 2021-1 Ltd. | ||||||||
Series 2021-1A, Class C, 8.29% (CME Term SOFR 3 Month + 2.96%), | ||||||||
04/20/2034 (c) | 1,000,000 | 938,390 | ||||||
Rad CLO 15 Ltd. | ||||||||
Series 2021-15A, Class D, 8.64% (CME Term SOFR 3 Month + 3.31%), | ||||||||
01/20/2034 (c) | 1,000,000 | 973,445 |
The accompanying notes are an integral part of these financial statements.
8
PANAGRAM BBB-B CLO ETF
Schedule of Investments – Continued
August 31, 2023
Principal | ||||||||
Amount | Value | |||||||
Cayman Islands – 66.80% (Continued) | ||||||||
RR 14 Ltd. | ||||||||
Series 2021-14A, Class C, 8.47% (CME Term SOFR 3 Month + 3.16%), | ||||||||
04/15/2036 (c) | $ | 2,000,000 | $ | 1,896,132 | ||||
RR 15 Ltd. | ||||||||
Series 2021-15A, Class C, 8.47% (CME Term SOFR 3 Month + 3.16%), | ||||||||
04/15/2036 (c) | 1,000,000 | 950,935 | ||||||
Sixth Street CLO XVI Ltd. | ||||||||
Series 2020-16A, Class E, 12.91% (CME Term SOFR 3 Month + 7.58%), | ||||||||
10/20/2032 (c) | 530,870 | 531,506 | ||||||
TICP CLO V 2016-1 Ltd. | ||||||||
Series 2016-5A, Class DR, 8.72% (CME Term SOFR 3 Month + 3.41%), | ||||||||
07/17/2031 (c) | 1,000,000 | 1,000,234 | ||||||
Wind River 2022-2 CLO Ltd. | ||||||||
Series 2022-2A, Class D, 10.03% (CME Term SOFR 3 Month + 4.70%), | ||||||||
07/20/2035 (c) | 1,000,000 | 970,568 | ||||||
55,548,745 | ||||||||
Jersey — 24.72% | ||||||||
AGL CLO 21 Ltd. | ||||||||
Series 2022-21A, Class E, 13.98% (CME Term SOFR 3 Month + 8.62%), | ||||||||
07/27/2035 (c) | 1,750,000 | 1,762,252 | ||||||
AGL CLO 23 Ltd. | ||||||||
Series 2022-23A, Class E, 14.08% (CME Term SOFR 3 Month + 8.75%), | ||||||||
01/20/2036 (c) | 3,000,000 | 3,046,547 | ||||||
Apidos CLO XL Ltd. | ||||||||
Series 2022-40A, Class E, 13.00% (CME Term SOFR 3 Month + 7.69%), | ||||||||
07/15/2035 (c) | 1,000,000 | 1,003,054 | ||||||
Apidos CLO XXXIX Ltd. | ||||||||
Series 2022-39A, Class D, 8.68% (CME Term SOFR 3 Month + 3.35%), | ||||||||
04/21/2035 (c) | 1,500,000 | 1,453,464 | ||||||
Bain Capital Credit CLO 2022-3 Ltd. | ||||||||
Series 2022-3A, Class D, 9.01% (CME Term SOFR 3 Month + 3.70%), | ||||||||
07/17/2035 (c) | 500,000 | 491,748 | ||||||
Bain Capital Credit CLO 2022-6 Ltd. | ||||||||
Series 2022-6A, Class E, 14.10% (CME Term SOFR 3 Month + 8.75%), | ||||||||
10/22/2035 (c) | 5,000,000 | 5,048,844 | ||||||
Benefit Street Partners CLO XXIX Ltd. | ||||||||
Series 2022-29A, Class E, 13.16% (CME Term SOFR 3 Month + 7.81%), | ||||||||
01/25/2036 (c) | 2,000,000 | 2,003,046 | ||||||
Dryden 108 CLO Ltd. | ||||||||
Series 2022-108A, Class D, 9.56% (CME Term SOFR 3 Month + 4.25%), | ||||||||
07/18/2035 (c) | 1,000,000 | 1,004,185 |
The accompanying notes are an integral part of these financial statements.
9
PANAGRAM BBB-B CLO ETF
Schedule of Investments – Continued
August 31, 2023
Principal | ||||||||
Amount | Value | |||||||
Jersey — 24.72% (Continued) | ||||||||
Dryden 112 CLO Ltd. | ||||||||
Series 2022-112A, Class D, 10.38% (CME Term SOFR 3 Month + 5.02%), | ||||||||
08/15/2034 (c) | $ | 2,000,000 | $ | 1,993,680 | ||||
Elmwood CLO 15 Ltd. | ||||||||
Series 2022-2A, Class D, 9.02% (CME Term SOFR 3 Month + 3.67%), | ||||||||
04/22/2035 (c) | 250,000 | 247,841 | ||||||
Neuberger Berman Loan Advisers CLO 49 Ltd. | ||||||||
Series 2022-49A, Class E, 12.35% (CME Term SOFR 3 Month + 7.00%), | ||||||||
07/25/2034 (c) | 1,000,000 | 991,060 | ||||||
Valley Stream Park CLO Ltd. | ||||||||
Series 2022-1A, Class D, 11.04% (CME Term SOFR 3 Month + 5.71%), | ||||||||
10/20/2034 (c) | 1,500,000 | 1,502,872 | ||||||
20,548,593 | ||||||||
United States — 1.76% | ||||||||
Clover CLO 2019-2 Ltd. | ||||||||
Series 2019-2A, Class ER, 12.01% (CME Term SOFR 3 Month + 6.66%), | ||||||||
10/25/2033 (c) | 1,500,000 | 1,468,257 | ||||||
1,468,257 | ||||||||
Total Collateralized Loan Obligations | ||||||||
(Cost $76,496,978) | 77,817,498 | |||||||
Shares | ||||||||
SHORT-TERM INVESTMENT | ||||||||
Money Market Fund – 5.16% | ||||||||
First American Treasury Obligations Fund, Class X, 5.26% (d) | 4,293,497 | 4,293,497 | ||||||
Total Short-Term Investment | ||||||||
(Cost $4,293,497) | 4,293,497 | |||||||
Total Investments – 98.74% | ||||||||
(Cost $80,790,475) | 82,110,995 | |||||||
Other Assets in Excess of Liabilities – 1.26% | 1,050,720 | |||||||
Net Assets – 100.00% | $ | 83,161,715 |
(a) | Variable rate securities. The coupon is based on a reference index and spread. The rate reported is the rate in effect as of August 31, 2023. |
(b) | To the extent the Fund invests more heavily in particular sectors or asset classes, its performance will be especially sensitive to developments that significantly affect those sectors or asset classes. |
(c) | Securities exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. The value of these securities total $77,817,498, which represents 93.57% of total net assets. |
(d) | The rate quoted is the annualized seven-day effective yield as of August 31, 2023. |
The accompanying notes are an integral part of these financial statements.
10
PANAGRAM BBB-B CLO ETF
Statement of Assets and Liabilities
August 31, 2023
ASSETS: | ||||
Investments, at value (Cost $80,790,475) | $ | 82,110,995 | ||
Interest receivable | 1,081,362 | |||
Total assets | 83,192,357 | |||
LIABILITIES: | ||||
Payable to Adviser | 30,642 | |||
Total liabilities | 30,642 | |||
NET ASSETS | $ | 83,161,715 | ||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 81,301,450 | ||
Total distributable earnings | 1,860,265 | |||
Total net assets | $ | 83,161,715 | ||
Net assets | $ | 83,161,715 | ||
Shares issued and outstanding(1) | 3,200,000 | |||
Net asset value | $ | 25.99 |
(1) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements.
11
PANAGRAM BBB-B CLO ETF
Statement of Operations
For the Period Ended August 31, 2023(1)
INVESTMENT INCOME: | ||||
Interest income | $ | 4,519,908 | ||
Total investment income | 4,519,908 | |||
EXPENSES: | ||||
Investment advisory fees (See Note 3) | 198,747 | |||
Total expenses | 198,747 | |||
NET INVESTMENT INCOME | 4,321,161 | |||
REALIZED AND CHANGE IN UNREALIZED | ||||
GAIN (LOSS) ON INVESTMENTS: | ||||
Net realized loss on: | ||||
Investments | (576 | ) | ||
Net realized loss | (576 | ) | ||
Net change in unrealized appreciation on: | ||||
Investments | 1,320,520 | |||
Net change in unrealized appreciation | 1,320,520 | |||
Net realized and change in unrealized gain on investments | 1,319,944 | |||
NET INCREASE IN NET ASSETS | ||||
RESULTING FROM OPERATIONS | $ | 5,641,105 |
(1) | Inception date of the Fund was January 23, 2023. |
The accompanying notes are an integral part of these financial statements.
12
PANAGRAM BBB-B CLO ETF
Statement of Changes in Net Assets
For the Period | ||||
Inception through | ||||
August 31, 2023(1) | ||||
OPERATIONS: | ||||
Net investment income | $ | 4,321,161 | ||
Net realized loss on investments | (576 | ) | ||
Change in net unrealized appreciation on investments | 1,320,520 | |||
Net increase in net assets resulting from operations | 5,641,105 | |||
DISTRIBUTIONS TO SHAREHOLDERS: | ||||
From distributable earnings (See Note 4) | (3,780,840 | ) | ||
Total distributions to shareholders | (3,780,840 | ) | ||
CAPITAL SHARE TRANSACTIONS: | ||||
Proceeds from shares sold | 80,977,540 | |||
Transaction fees | 323,910 | |||
Net increase in net assets resulting from capital share transactions(2) | 81,301,450 | |||
NET INCREASE IN NET ASSETS | 83,161,715 | |||
NET ASSETS: | ||||
Beginning of period | — | |||
End of period | $ | 83,161,715 |
(1) | Inception date of the Fund was January 23, 2023. |
(2) | A summary of capital share transactions is as follows: |
SHARE TRANSACTIONS: | Shares | Amount | ||||||
Issued | 3,200,000 | $ | 81,301,450 | |||||
Net increase in shares outstanding | 3,200,000 | $ | 81,301,450 |
The accompanying notes are an integral part of these financial statements.
13
PANAGRAM BBB-B CLO ETF
Financial Highlights
For the Period | ||||
Inception through | ||||
August 31, 2023(1) | ||||
PER SHARE DATA:(2) | ||||
Net asset value, beginning of period | $ | 25.00 | ||
INVESTMENT OPERATIONS: | ||||
Net investment income(3) | 1.66 | |||
Net realized and unrealized gain on investments | 0.56 | (4) | ||
Total from investment operations | 2.22 | |||
LESS DISTRIBUTIONS: | ||||
From net investment income | (1.35 | ) | ||
Total distributions paid | (1.35 | ) | ||
CAPITAL SHARE TRANSACTIONS: | ||||
Transaction fees (see Note 5) | 0.12 | |||
Total transaction fees | 0.12 | |||
Net Asset Value, end of period | $ | 25.99 | ||
Total return, at NAV(5) | 9.66 | %(6) | ||
Total return, at Market(5) | 10.14 | %(6) | ||
SUPPLEMENTAL DATA AND RATIOS: | ||||
Net assets, end of period (in thousands) | $ | 83,162 | ||
Ratio of expenses to average net assets | 0.50 | %(7) | ||
Ratio of net investment income to average net assets | 10.87 | %(7) | ||
Portfolio turnover rate(8)(9) | 0 | %(6) |
(1) | Inception date of the Fund was January 23, 2023. |
(2) | For a Fund share outstanding for the entire period. |
(3) | Calculated based on average shares outstanding during the period. |
(4) | Due to timing of capital share transactions, the per share amount of net realized and unrealized gain (loss) on investments varies from the amounts shown in the Statement of Operations. |
(5) | Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(6) | Not annualized for periods less than one year. |
(7) | Annualized for periods less that one year. |
(8) | Excludes in-kind transactions associated with creations of the Fund. |
(9) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments and securities sold short). The denominator includes the average fair value of long positions throughout the period. |
The accompanying notes are an integral part of these financial statements.
14
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements
August 31, 2023
1. ORGANIZATION
Series Portfolios Trust (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated July 27, 2015. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Panagram BBB-B CLO ETF (the “Fund”) is a non-diversified series having its own investment objectives and policies within the Trust. The Fund’s investment objective is to generate current income, with a secondary objective of capital preservation. The Fund, under normal conditions, will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in collateralized loan obligations (“CLOs”) that are rated at, at the time of purchase, between BBB+ and B- for Panagram BBB-B CLO ETF or an equivalent rating by a nationally recognized statistical rating organization (“NRSRO”) (or, if unrated, securities deemed by Panagram Structured Asset Management, LLC (the “Adviser” or “Panagram”) to be of comparable quality). CLOs are structured products with a “long-only” investment strategy (i.e., a strategy that does not include short positions) that issue multiple tranches of asset-backed securities. CLOs are collateralized by a pool of loans, which may include, among others, senior secured loans, senior unsecured loans, and subordinate corporate loans.
The Panagram BBB-B CLO ETF’s inception was on January 23, 2023. Organizational costs consist of costs incurred to establish the Fund and enable it to legally do business. These expenses were borne by the Adviser and are not subject to reimbursement by the Fund. The Fund’s investment Adviser is responsible for providing management oversight, investment advisory services, day-to-day management of the Fund’s assets, as well as compliance, sales, marketing, and operations services to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) Topic 946 Financial Services – Investment Companies. The Adviser also serves as the investment adviser to the Panagram AAA CLO ETF (NYSE:CLOX), which is another series of the Trust, but otherwise the Fund does not hold itself out as related to any other series of the Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
A. Investment Valuation – The following is a summary of the Fund’s pricing procedures. It is intended to be a general discussion and may not necessarily reflect all the pricing procedures followed by the Fund. Fixed income securities, including short-term debt instruments having a maturity of less than 60 days, are valued, at the evaluated mean price between the bid and asked prices in accordance with prices supplied by an approved Pricing Service. Pricing Services may use various valuation methodologies such as matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. In the absence of a price from a Pricing Service, Fair Value will be determined. These securities are categorized in Level 2 of the fair value hierarchy.
Investments in registered open-end investment companies (including money market funds), other than exchange traded funds, are valued at their reported net asset values (“NAV”). To the extent these securities are valued at their NAV per share, they are categorized in Level 1 of the fair value hierarchy.
The Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to
15
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of the portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
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 in 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. |
Level 2 – | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
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 inputs used to value the Fund’s securities by level within the fair value hierarchy as of August 31, 2023:
Investments at Fair Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets | ||||||||||||||||
Collateralized Loan Obligations | $ | — | $ | 77,817,498 | $ | — | $ | 77,817,498 | ||||||||
Short-Term Investment | 4,293,497 | — | — | 4,293,497 | ||||||||||||
Total | $ | 4,293,497 | $ | 77,817,498 | $ | — | $ | 82,110,995 |
As of the period ended August 31, 2023, the Fund did not hold any Level 3 securities, nor were there any transfers into or out of Level 3.
B. Cash and Cash Equivalents – The Fund considers highly liquid short-term fixed income investments purchased with an original maturity of less than three months and money market funds to be cash equivalents. Cash equivalents are included in short term investments on the Schedule of Investments as well as in investments on the Statement of Assets and Liabilities. Temporary cash overdrafts are reported as payable to custodian.
C. Guarantees and Indemnifications – In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. 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.
16
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
D. Security Transactions, Income and Expenses – Investments in CLOs may be subject to certain tax provisions that could result in the Fund incurring tax or recognizing income prior to receiving cash distributions related to such income. CLOs that fail to comply with certain U.S. tax disclosure requirements may be subject to withholding requirement that could adversely affect cash flows and investments results. Any unrealized losses the Fund experiences with respect to its CLO investments may be an indication of future realized losses. Gain and losses on paydowns of CLOs are reflected in interest income on the Statements of Operations. The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income and expense is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities. Interest income is accounted for on the accrual basis and includes amortization of premiums and accretion of discounts on the effective interest method.
E. Share Valuation – The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on days which the New York Stock Exchange (“NYSE”) is closed for trading.
F. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
G. Statement of Cash Flows – Pursuant to the Cash Flows Topic of the Codification, the Fund qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.
3. RELATED PARTY TRANSACTIONS
The Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, a unified management fee (accrued daily) based upon the average daily net assets of the Fund at the annual rate of 0.50%.
Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund except for the fee paid to the Adviser pursuant to the Investment 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, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
The Advisory Agreement continues in effect for an initial two year period, and from year to year thereafter only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and by a majority of the Independent Trustees, who are not parties to the Advisory Agreement or interested persons of any such party, in each case cast in person at a meeting called for the purpose of
17
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
voting on the Advisory Agreement. The Advisory Agreement is terminable without penalty by the Trust on behalf of a Fund on not more than 60 days’, nor less than 30 days’, written notice to the Adviser when authorized either by a majority vote of the Fund’s shareholders or by a vote of a majority of the Trustees, or by the Adviser on not more than 60 days’ written notice to the Trust, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Advisory Agreement provides that the Adviser shall not be liable under such agreement for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of portfolio transactions for the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties thereunder.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) acts as the Fund’s Administrator, transfer agent, and fund accountant. U.S. Bank N.A. (the “Custodian”) serves as the custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Board; monitors the activities of the Fund’s custodian; coordinates the payment of the Fund’s expenses and reviews the Fund’s expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees of the Administrator. A trustee of the Trust is an officer of the Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund, subject to annual minimums. The Advisor has agreed to pay all expenses of the Fund’s Administrator, transfer agent, fund accountant and custodian in accordance with the Investment Advisory Agreement.
Quasar Distributors, LLC is the Fund’s distributor (the “Distributor”). The Distributor is not affiliated with the Adviser, Fund Services, or its affiliated companies.
4. TAX FOOTNOTE
Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is required. As of, and during the period ended August 31, 2023, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority and did not have liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. The Fund is subject to examination by taxing authorities for the tax periods since the commencement of operations.
18
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
As of August 31, 2023, the components of accumulated earnings (losses) for income tax purposes were as follows:
Tax Cost of Investments | $ | 80,790,476 | ||
Gross unrealized appreciation | $ | 1,320,520 | ||
Gross unrealized depreciation | — | |||
Net unrealized appreciation | 1,320,520 | |||
Undistributed ordinary income | 540,321 | |||
Undistributed long-term capital gains | — | |||
Distributable earnings | 540,321 | |||
Other accumulated gains (loss) | (576 | ) | ||
Total distributable earnings | $ | 1,860,265 |
As of August 31, 2023, the Panagram BBB-B CLO ETF had $576 in short-term capital loss carryovers which will be permitted to carried over for an unlimited period. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. For the taxable period ended August 31, 2023, the Fund had no deferred qualified late year losses. Qualified late year losses are certain ordinary losses which occur during the portion of the Fund’s taxable year subsequent to August 31.
Distributions to Shareholders – The Fund intends to distribute all net investment income monthly and net realized gains at least annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. For the period ended August 31, 2023, no such reclassifications were made between distributable earnings and paid-in capital.
The tax character of distributions paid for the period ended August 31, 2023, were as follows:
Ordinary Income | Total Distributions Paid | ||
$3,780,840 | $3,780,840 |
5. DISTRIBUTION FEES
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
19
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
6. SHARE TRANSACTIONS
Shares of the Fund are listed and trade on the New York Stock Exchange. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in blocks of 25,000 shares called “Creation Units.” Creation Units are issued and redeemed principally for cash, but may also be issued and redeemed in kind for securities held by or eligible to be held by the Fund. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee, payable to the Fund, may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees received by the Fund, if any, are displayed in the Capital Shares Transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
All shares of the Fund have equal rights and privileges.
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales (excluding short-term investments), creations in-kind and redemptions in-kind, by the Fund for the period ended August 31, 2023, were as follows:
Purchases | Sales | Creations In-Kind | Redemptions In-Kind | |||||||||||||
U.S. Government | $ | — | $ | — | $ | — | $ | — | ||||||||
Other | $ | 76,481,263 | $ | 229,750 | $ | — | $ | — |
8. PRINCIPAL RISKS
CLO Risk – The risks of investing in CLO securities include both the credit risk associated with the underlying loans combined with the risks associated with the CLO structure governing the priority of payments (and any legal and counterparty risk associated with carrying out the priority of payments). The Panagram BBB-BB CLO ETF intends to invest primarily in BBB and BB rated tranches (or equivalent ratings by a NRSRO); however, these ratings do not constitute a guarantee of credit quality and it’s possible that under stressed market environments these tranches could experience substantial losses due to actual defaults, write-downs of the equity or other subordinated tranches, increased sensitivity to defaults due to collateral default and impairment of subordinate tranches, market anticipation of defaults, and general market aversion to CLO securities as an asset class. In addition, these risks are heightened
20
PANAGRAM BBB-B CLO ETF
Notes to the Financial Statements – Continued
August 31, 2023
with respect to the below investment grade CLOs in which the Fund may significantly invest (up to 70% of the Fund’s total assets). The most common risks associated with investing in CLOs are interest rate risk, credit risk, liquidity risk, prepayment risk (i.e., the risk that in a declining interest rate period CLO tranches could be refinanced or paid off prior to their maturities and the Fund would then have to reinvest the proceeds at a lower rate), and the risk of default of the underlying asset.
London Interbank Offered Rate (“LIBOR”) Risk – The CLO debt securities in which the Fund typically invests earn interest at, and obtain financing at, a floating rate, which has traditionally been based on LIBOR. Following the global financial crisis, regulators determined that existing interest rate benchmarks should be reformed based on concerns that LIBOR was susceptible to manipulation. The replacement rate for U.S. Dollar LIBOR is the Secured Overnight Financing Rate (“SOFR”), which measures the cost of overnight borrowings through repurchase agreement transactions collateralized by U.S. Treasury securities. As of January 1, 2022, all new issue CLO securities utilize SOFR as the LIBOR replacement rate. For CLOs issued prior to 2022, the use of LIBOR is being phased out as loan portfolios transition to SOFR. Certain CLOs and senior secured loans held by CLOs have already transitioned to utilizing SOFR. The Fund will invest in CLOs issued prior to 2022 through the secondary market, some of which are still based on LIBOR, or a rate based on a synthetically calculated LIBOR, and there is risk associated with transitioning such securities to SOFR. To the extent that the replacement rate utilized for senior secured loans held by a CLO differs from the rate utilized by the CLO itself, there is a basis risk between the two rates. This means the CLO could experience an interest rate mismatch between its assets and liabilities, which could have an adverse impact on the cash flows distributed to CLO equity investors as well as the Fund’s net investment income and portfolio returns until such mismatch is corrected or minimized, which would be expected to occur when both the underlying senior secured loans and the CLO securities utilize the same rate.
9. OTHER REGULATORY MATTERS
In October 2022, the Securities and Exchange Commission (the “SEC”) adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.
10. SUBSEQUENT EVENTS
On September 14, 2023, the Panagram BBB-B CLO ETF declared ordinary income dividends of $0.26336144, payable on September 21, 2023, to shareholders of record on September 18, 2023.
On October 12, 2023, the Panagram BBB-B CLO ETF declared ordinary income dividends of $0.15301503, payable on October 19, 2023, to shareholders of record on October 16, 2023.
Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined no additional items require recognition or disclosure.
21
PANAGRAM BBB-B CLO ETF
Report of Independent Registered Public Accounting Firm
To the Shareholders of Panagram BBB-B CLO ETF and
Board of Trustees of Series Portfolios Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Panagram BBB-B CLO ETF (the “Fund”), a series of Series Portfolios Trust, as of August 31, 2023, and the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period January 23, 2023 (commencement of operations) through August 31, 2023 (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 August 31, 2023, the results of its operations, the changes in net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
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 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.
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 procedures included confirmation of securities owned as of August 31, 2023, by correspondence with the custodian. 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. We believe that our audit provides a reasonable basis for our opinion.
We have served as the audit of one or more of Panagram Structured Asset Management, LLC’s investment companies since 2022.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
October 27, 2023
22
PANAGRAM BBB-B CLO ETF
Additional Information (Unaudited)
August 31, 2023
TRUSTEES AND EXECUTIVE OFFICERS
The Board oversees the management and operations of the Trust. The Board, in turn, elects the officers of the Trust, who are responsible for the day-to-day operations of the Trust and its separate series. The current Trustees and officers of the Trust, their year of birth, positions with the Trust, terms of office with the Trust and length of time served, principal occupations during the past five years and other directorships are set forth in the table below. Unless noted otherwise, the principal business address of each Trustee is c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Number of | |||||
Portfolios | |||||
in Fund | Other | ||||
Positions | Term of Office | Complex(2) | Directorships | ||
Name and | with | and Length of | Principal Occupations | Overseen | Held During |
Year of Birth | the Trust | Time Served | During Past Five Years | by Trustees | Past Five Years |
Independent Trustees of the Trust(1) | |||||
Koji Felton | Trustee | Indefinite Term; | Retired. | 2 | Independent |
(born 1961) | Since | Trustee, Listed | |||
September 2015. | Funds Trust | ||||
(52 portfolios) | |||||
(Since 2019). | |||||
Debra McGinty-Poteet | Trustee | Indefinite Term; | Retired. | 2 | Independent |
(born 1956) | Since | Trustee, F/m | |||
September 2015. | Funds Trust | ||||
(4 portfolios) | |||||
(Since May | |||||
2015). | |||||
Daniel B. Willey | Trustee | Indefinite Term; | Retired. Chief Compliance | 2 | None |
(born 1955) | Since | Officer, United Nations Joint | |||
September 2015. | Staff Pension Fund | ||||
(2009 – 2017). | |||||
Interested Trustee | |||||
Elaine E. Richards(3) | Chair, | Indefinite Term; | Senior Vice President, | 2 | None |
(born 1968) | Trustee | Since | U.S. Bank Global Fund | ||
July 2021. | Services (since 2007). | ||||
Officers of the Trust | |||||
Ryan L. Roell | President and | Indefinite Term; | Vice President, | Not | Not |
(born 1973) | Principal | Since | U.S. Bank Global Fund | Applicable | Applicable |
Executive | July 2019. | Services (since 2005). | |||
Officer | |||||
Cullen O. Small | Vice | Indefinite Term; | Vice President, | Not | Not |
(born 1987) | President, | Since | U.S. Bank Global Fund | Applicable | Applicable |
Treasurer and | January 2019. | Services (since 2010). | |||
Principal | |||||
Financial | |||||
Officer |
23
PANAGRAM BBB-B CLO ETF
Additional Information (Unaudited) – Continued
August 31, 2023
Number of | |||||
Portfolios | |||||
in Fund | Other | ||||
Positions | Term of Office | Complex(2) | Directorships | ||
Name and | with | and Length of | Principal Occupations | Overseen | Held During |
Year of Birth | the Trust | Time Served | During Past Five Years | by Trustees | Past Five Years |
Donna Barrette | Vice | Indefinite Term; | Senior Vice President | Not | Not |
(born 1966) | President, | Since | and Compliance Officer, | Applicable | Applicable |
Chief | November 2019. | U.S. Bank Global Fund | |||
Compliance | Services (since 2004). | ||||
Officer and | |||||
Anti-Money | |||||
Laundering | |||||
Officer | |||||
Adam W. Smith | Secretary | Indefinite Term; | Vice President, | Not | Not |
(born 1981) | Since | U.S. Bank Global Fund | Applicable | Applicable | |
June 2019. | Services (since 2012). | ||||
Richard E. Grange | Assistant | Indefinite Term; | Officer, U.S. Bank | Not | Not |
(born 1982) | Treasurer | Since | Global Fund Services | Applicable | Applicable |
October 2022. | (since 2017). |
(1) | The Trustees of the Trust who are not “interested persons” of the Trust as defined by the 1940 Act (“Independent Trustees”). |
(2) | As of the date of August 31, 2023, the Trust was comprised of 18 portfolios (including the Fund) managed by unaffiliated investment advisors. The term “Fund Complex” applies only to the Fund and the Panagram AAA CLO ETF. Except for the Panagram AAA CLO ETF, the Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series within the Trust. |
(3) | Ms. Richards, as a result of her employment with U.S. Bank Global Fund Services, which acts as transfer agent, administrator, and fund accountant to the Trust, is considered to be an “interested person” of the Trust, as defined by the 1940 Act. |
24
PANAGRAM BBB-B CLO ETF
Additional Information (Unaudited) – Continued
August 31, 2023
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT, which is available on the SEC’s website at www.sec.gov. The Fund’s Part F of Form N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1-800-SEC-0330. In addition, the Fund’s Part F of Form N-PORT is available without charge upon request by calling 1-800-617-0004.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-800-617-0004. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30, is available (1) without charge, upon request, by calling 1-800-617-0004, or on the SEC’s website at www.sec.gov.
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
Information regarding how often shares of the Fund trade on the exchange at a price about (i.e. at a premium) or below (i.e. at a discount) the NAV of the Fund is available, without charge on the Fund’s website at www.clozfund.com.
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the period ended August 31, 2023, certain dividends paid by the Fund may be reported as qualified dividend income (QDI) and may be eligible for taxation at capital gain rates. The percentage of dividends declared from ordinary income designated as qualified dividend income was 0.00%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended August 31, 2023 was 0.00%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(c) was 0.00% for the Fund.
QUALIFIED INTEREST INCOME
The percentage of qualified interest income for the period ended August 31, 2023, was 11.75%.
25
PANAGRAM BBB-B CLO ETF
Privacy Notice (Unaudited)
The Fund collects non-public information about you from the following sources:
• Information we receive about you on applications or other forms;
• Information you give us orally; and/or
• Information about your transactions with us or others
We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. We maintain physical, electronic and procedural safeguards to guard your personal information and require third parties to treat your personal information with the same high degree of confidentiality.
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker- dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.
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INVESTMENT ADVISER
Panagram Structured Asset Management, LLC
65 East 55th Street, 29th Floor
New York, NY 10022
DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212
ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202
LEGAL COUNSEL
Goodwin Procter LLP
1900 N Street, NW
Washington, DC 20001
This report should be accompanied or preceded by a prospectus.
The Fund’s Statement of Additional Information contains additional information about the Fund’s trustees and is
available without charge upon request by calling 1-800-617-0004.
(b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
File: A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Debra McGinty-Poteet is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year. “Audit services” refer to performing an 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 the past fiscal year. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning; including reviewing the Fund’s tax returns and distribution calculations. There were no “other services” provided by the principal accountant. For the fiscal year ended August 31, 2023, the Fund’s principal accountant was Cohen & Company, Ltd. The following table details the aggregate fees billed, audit-related fees, tax fees and other fees by the principal accountant.
FYE 08/31/2023 | ||
(a) Audit Fees | $26,000 | |
(b) Audit-Related Fees | $0 | |
(c) Tax Fees | $4,500 | |
(d) All OtherFees | $0 |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 08/31/2023 | ||
Audit-Related Fees | 0% | |
Tax Fees | 0% | |
All Other Fees | 0% |
(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser). The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees | FYE 08/31/2023 | |
Registrant | $0 | |
Registrant’s Investment Adviser | $0 |
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
(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.
(a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 13. Exhibits.
(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
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) Series Portfolios Trust
By (Signature and Title) /s/ Ryan Roell
Ryan Roell, President
Date 11/7/2023
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/ Ryan Roell
Ryan Roell, President
Date 11/7/2023
By (Signature and Title) /s/ Cullen Small
Cullen Small, Treasurer
Date 11/7/2023