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 811-23179
The Relative Value Fund |
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212 |
(Address of principal executive offices) (Zip code)
Ann Maurer
235 West Galena Street
Milwaukee, WI 53212 |
(Name and address of agent for service)
registrant’s telephone number, including area code: (414) 299-2270
________________
Date of fiscal year end: March 31
________
Date of reporting period: March 31, 2021
________________
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1.(a) REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
VALUE FUND
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 38 | | | |
| | | | | 41 | | |
| | | | |
The Relative Value Fund
June 1, 2021
SCHEDULE OF INVESTMENTS
As of March 31, 2021
| Principal Amount | | | | | | Value | | ||||||
| | | | ASSET-BACKED SECURITIES – 16.9% | | |||||||||
| | $ | 202,484 | | | | Adjustable Rate Mortgage Trust Series 2006-1, Class 2A1, 3.539%, 3/25/20361,2,3 | | | | $ | 145,675 | | |
| | | 200,000 | | | | Affirm Asset Securitization Trust 2021-A Series 2021-A, Class D, 3.490%, 8/15/20252,4 | | | | | 201,432 | | |
| | | 150,000 | | | | Series 2021-A, Class E, 5.650%, 8/15/20252,4 | | | | | 151,557 | | |
| | | 140,653 | | | | Aqua Finance Trust Series 2019-A, Class A, 3.140%, 7/16/20402,4 | | | | | 144,399 | | |
| | | 150,000 | | | | Series 2020-AA, Class B, 2.790%, 7/17/20462,4 | | | | | 153,220 | | |
| | | 150,000 | | | | Series 2020-AA, Class C, 3.970%, 7/17/20462,4 | | | | | 154,741 | | |
| | | 242,035 | | | | CHL Mortgage Pass-Through Trust Series 2007-8, Class 1A12, 5.875%, 1/25/20381,2 | | | | | 169,525 | | |
| | | 250,000 | | | | Connecticut Avenue Securities Trust Series 2019-R04, Class 2B1, 5.358% (1-Month USD Libor+525 basis points), 6/25/20392,3,4,5 | | | | | 255,022 | | |
| | | 250,000 | | | | Series 2020-R02, Class 2B1, 3.109% (1-Month USD Libor+300 basis points), 1/25/20402,3,4,5 | | | | | 235,811 | | |
| | | 300,000 | | | | CPS Auto Receivables Trust Series 2019-C, Class E, 4.300%, 7/15/20252,4 | | | | | 310,096 | | |
| | | 200,000 | | | | Deephaven Residential Mortgage Trust Series 2019-3A, Class B1, 4.258%, 7/25/20591,2,3,4 | | | | | 199,262 | | |
| | | 142,274 | | | | DSLA Mortgage Loan Trust Series 2006-AR2, Class 1A1A, 0.300% (1-Month USD Libor+19 basis points), 10/19/20362,3,5 | | | | | 126,984 | | |
| | | 72,749 | | | | Fannie Mae Connecticut Avenue Securities Series 2018-C04, Class 2M2, 2.659% (1-Month USD Libor+255 basis points), 12/25/20302,3,5 | | | | | 73,217 | | |
| | | 500,000 | | | | FMC GMSR Issuer Trust Series 2019-GT1, Class B, 5.660%, 5/25/20242,3,4 | | | | | 502,138 | | |
| | | 150,000 | | | | Foursight Capital Automobile Receivables Trust Series 2019-1, Class E, 4.300%, 9/15/20252,4 | | | | | 157,974 | | |
| | | 100,000 | | | | Freddie Mac Multifamily Structured Credit Risk Series 2021-MN1, Class M2, 3.767% (SOFR30A+375 basis points), 1/25/20512,3,4,5 | | | | | 104,794 | | |
| | | 500,000 | | | | Freddie Mac STACR REMIC Trust 2021-DNA1 Series 2021-DNA1, Class B1, 2.667% (SOFR30A+265 basis points), 1/25/20512,3,4,5 | | | | | 483,058 | | |
| | | 310,573 | | | | Freddie Mac Structured Agency Credit Risk Debt Notes Series 2016-DNA2, Class M3, 4.758% (1-Month USD Libor+465 basis points), 10/25/20282,3,5 | | | | | 326,321 | | |
| | | 419,000 | | | | GS Mortgage-Backed Securities Corp. Trust Series 2020-PJ3, Class B5, 3.460%, 10/25/20501,2,3,4 | | | | | 278,535 | | |
| | | 181,341 | | | | GSR Mortgage Loan Trust Series 2007-AR1, Class 2A1, 2.908%, 3/25/20471,2,3 | | | | | 147,303 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Principal Amount | | | | | | Value | | ||||||
| | | | ASSET-BACKED SECURITIES (Continued) | | |||||||||
| | $ | 200,000 | | | | Hertz Vehicle Financing II LP Series 2019-1A, Class D, 6.360%, 3/25/20232,4 | | | | $ | 196,958 | | |
| | | 350,000 | | | | JFIN CLO 2013 Ltd Series 2013-1A, Class DR, 7.594% (3-Month USD Libor+737 basis points), 1/20/20302,3,4,5 | | | | | 347,015 | | |
| | | 250,000 | | | | Magnetite XVI Ltd. Series 2015-16A, Class F, 6.723% (3-Month USD Libor+650 basis points), 1/18/20282,3,4,5 | | | | | 239,794 | | |
| | | 375,000 | | | | Monroe Capital Mml Clo X Ltd. Series 2020-1A, Class E, 9.032% (3-Month USD Libor+885 basis points), 8/20/20312,3,4,5 | | | | | 375,248 | | |
| | | 102,827 | | | | Mosaic Solar Loan Trust Series 2019-1A, Class B, 0.000%, 12/21/20432,4 | | | | | 94,674 | | |
| | | 81,928 | | | | Multifamily Connecticut Avenue Securities Trust Series 2020-01, Class M7, 2.059% (1-Month USD Libor+195 basis points), 3/25/20502,3,4,5 | | | | | 82,584 | | |
| | | 100,000 | | | | Series 2020-01, Class M10, 3.859% (1-Month USD Libor+375 basis points), 3/25/20502,3,4,5 | | | | | 104,110 | | |
| | | 236,137 | | | | New Residential Mortgage Loan Trust 2019-1 Series 2019-1A, Class B6B, 3.300%, 9/25/20572,3,4 | | | | | 219,899 | | |
| | | 358,808 | | | | Nomura Asset Acceptance Corp. Alternative Loan Trust Series Series 2006-AP1, Class A3, 5.654%, 1/25/20361,2,3 | | | | | 154,108 | | |
| | | 250,000 | | | | Oaktown Re III Ltd. Series 2019-1A, Class M2, 2.659% (1-Month USD Libor+255 basis points), 7/25/20292,3,4,5 | | | | | 252,002 | | |
| | | 1,000,000 | | | | Palmer Square CLO Ltd. Series 2019-1A, Class SUB, 0.000%, 4/20/20272,3,4 | | | | | 855,300 | | |
| | | 2,250,000 | | | | Palmer Square Loan Funding 2020-4 Ltd. Series 2020-4A, Class SUB, 0.000%, 11/25/20282,3,4 | | | | | 2,322,203 | | |
| | | 1,250,000 | | | | Palmer Square Loan Funding 2021-1 Ltd. Series 2021-1A, Class SUB, 0.000%, 4/20/20292,3,4 | | | | | 1,261,803 | | |
| | | 1,000,000 | | | | Palmer Square Loan Funding Ltd. Series 2019-3A, Class SUB, 0.000%, 8/20/20272,3,4 | | | | | 824,586 | | |
| | | 1,500,000 | | | | Series 2019-4A, Class SUB, 0.000%, 10/24/20272,3,4 | | | | | 1,305,570 | | |
| | | 1,250,000 | | | | Series 2020-1A, Class SUB, 0.000%, 2/20/20282,3,4 | | | | | 1,145,702 | | |
| | | 650,000 | | | | Series 2020-2A, Class SUB, 0.000%, 4/20/20282,3,4 | | | | | 601,335 | | |
| | | 1,250,000 | | | | Series 2020-3A, Class SUB, 0.000%, 7/20/20282,3,4 | | | | | 1,523,515 | | |
| | | 2,150,000 | | | | Series 2021-2WH Class SUB, 0.000%, 4/20/20292,3,4,6 | | | | | 2,150,000 | | |
| | | 500,000 | | | | Radnor Ltd. Series 2019-1, Class M2, 3.309% (1-Month USD Libor+320 basis points), 2/25/20292,3,4,5 | | | | | 501,717 | | |
| | | 400,000 | | | | Residential Mortgage Loan Trust Series 2019-3, Class B2, 5.664%, 9/25/20592,3,4 | | | | | 390,296 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Principal Amount | | | | | | Value | | ||||||
| | | | ASSET-BACKED SECURITIES (Continued) | | |||||||||
| | $ | 340,000 | | | | Residential Mortgage Loan Trust 2020-1 Series 2020-1, Class B2, 4.665%, 2/25/20242,3,4 | | | | $ | 344,557 | | |
| | | 250,000 | | | | Saranac Clo VIII Ltd. Series 2020-8A, Class E, 8.302% (3-Month USD Libor+812 basis points), 2/20/20332,3,4,5 | | | | | 237,306 | | |
| | | 160,374 | | | | Upstart Securitization Trust Series 2018-1, Class D, 6.147%, 8/20/20252,4 | | | | | 163,003 | | |
| | | 150,000 | | | | Series 2019-3, Class C, 5.381%, 1/21/20302,4 | | | | | 155,986 | | |
| | | 40,000 | | | | Veros Automobile Receivables Trust Series 2020-1, Class D, 5.640%, 2/16/20272,4 | | | | | 40,493 | | |
| | | 36,607 | | | | WaMu Mortgage Pass-Through Certificates Trust Series 2006-AR18, Class 3A1, 2.982%, 1/25/20372,3 | | | | | 34,632 | | |
| | | 234,793 | | | | Wells Fargo Mortgage Loan Trust Series 2010-RR2, Class 1A4, 3.365%, 9/27/20351,2,3,4 | | | | | 196,893 | | |
| | | 100,000 | | | | XCALI Mortgage Trust Series 2020-1, Class B1, 9.150% (1-Month USD Libor+750 basis points), 1/22/20232,3,4,5 | | | | | 100,812 | | |
| | | | | | | TOTAL ASSET-BACKED SECURITIES (Cost $19,924,941) | | | | | 20,543,165 | | |
| | | | | | | BANK LOANS – 10.8% | | | | | | | |
| | | 1,097,674 | | | | Advantage Capital Holdings LLC 5.000% Cash and 8.000% PIK, 1/29/20256,10 | | | | | 1,097,674 | | |
| | | 1,242,041 | | | | 5.000% Cash and 8.000% PIK, 1/29/20256,10 | | | | | 1,242,041 | | |
| | | 942,327 | | | | BJ Services 11.830%, 1/3/20236 | | | | | 942,327 | | |
| | | 475,000 | | | | 11.830%, 1/3/20236 | | | | | 451,250 | | |
| | | 2,377,166 | | | | Challenge Manufacturing Company, LLC 10.000%, 12/18/20256 | | | | | 2,337,672 | | |
| | | 564,975 | | | | Juul 9.500%, 8/1/20236 | | | | | 553,675 | | |
| | | 2,000,000 | | | | Penney Borrower LLC 9.250%, 11/23/20256 | | | | | 1,950,000 | | |
| | | 236,284 | | | | Premier Brands Group Holdings LLC 9.116%, 3/20/20246 | | | | | 216,200 | | |
| | | 2,212,500 | | | | Wellbore Integrity Solutions, LLC 8.500%, 12/31/20246 | | | | | 2,212,500 | | |
| | | 2,183,449 | | | | 12.442%, 12/31/20246 | | | | | 2,139,781 | | |
| | | | | | | TOTAL BANK LOANS (Cost $13,177,043) | | | | | 13,143,120 | | |
|
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | CLOSED-END FUNDS – 33.3% | | | | | | | | |||
| | | 19,318 | | | | Aberdeen Emerging Markets Equity Income Fund, Inc.1 | | | | $ | 167,101 | | |
| | | 16,092 | | | | Calamos Long/Short Equity & Dynamic Income Trust | | | | | 323,610 | | |
| | | 700,078 | | | | Cliffwater Corporate Lending Fund – Class I | | | | | 7,413,825 | | |
| | | 1 | | | | Cornerstone Strategic Value Fund, Inc. | | | | | 13 | | |
| | | 1 | | | | Cornerstone Total Return Fund, Inc. | | | | | 13 | | |
| | | 12,133 | | | | DTF Tax-Free Income, Inc. | | | | | 174,108 | | |
| | | 62,777 | | | | Eaton Vance Floating-Rate Income Plus Fund | | | | | 1,022,009 | | |
| | | 76,686 | | | | Eaton Vance Senior Income Trust | | | | | 508,428 | | |
| | | 20,677 | | | | First Trust Senior Floating Rate 2022 Target Term Fund | | | | | 194,571 | | |
| | | 302,103 | | | | Griffin Institutional Access Credit Fund – Class I | | | | | 7,332,052 | | |
| | | 42,232 | | | | Invesco Dynamic Credit Opportunities Fund | | | | | 480,178 | | |
| | | 128,374 | | | | Invesco Senior Income Trust | | | | | 539,171 | | |
| | | 26,339 | | | | Kayne Anderson NextGen Energy & Infrastructure, Inc. | | | | | 175,418 | | |
| | | 5 | | | | Liberty All Star Growth Fund, Inc. | | | | | 43 | | |
| | | 36,820 | | | | Miller/Howard High Dividend Fund | | | | | 353,472 | | |
| | | 19,229 | | | | Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. | | | | | 115,759 | | |
| | | 7,471 | | | | NexPoint Strategic Opportunities Fund1 | | | | | 85,095 | | |
| | | 24,033 | | | | Nuveen AMT-Free Quality Municipal Income Fund | | | | | 356,169 | | |
| | | 389,995 | | | | Palmer Square Opportunistic Income Fund | | | | | 7,257,811 | | |
| | | 43,214 | | | | PIMCO Energy & Tactical Credit Opportunities Fund | | | | | 447,265 | | |
| | | 12,767 | | | | Pioneer Municipal High Income Trust | | | | | 157,928 | | |
| | | 961,976 | | | | Pomona Investment Fund | | | | | 11,638,655 | | |
| | | 2,359 | | | | Source Capital, Inc.1 | | | | | 103,206 | | |
| | | 72,945 | | | | Virtus AllianzGI Convertible & Income Fund II | | | | | 363,266 | | |
| | | 20,000 | | | | Voya Global Equity Dividend and Premium Opportunity Fund | | | | | 114,000 | | |
| | | 6,700 | | | | Voya International High Dividend Equity Income Fund | | | | | 37,386 | | |
| | | 225,642 | | | | Voya Prime Rate Trust1 | | | | | 1,046,979 | | |
| | | | | | | TOTAL CLOSED-END FUNDS (Cost $37,285,659) | | | | | 40,407,531 | | |
| Principal Amount | | | | | | | | | | | |||
| | | | | | | | | | | | | | |
| | | | COLLATERALIZED MORTGAGE OBLIGATIONS – 2.9% | | |||||||||
| | $ | 250,000 | | | | Bellemeade Re 2019-2 Ltd. Series 2019-2A, Class M2, 3.208% (1-Month USD Libor+310 basis points), 4/25/20292,3,4,5 | | | | | 252,384 | | |
| | | 235,128 | | | | BX Commercial Mortgage Trust Series 2019-XL, Class J, 2.756% (1-Month USD Libor+265 basis points), 10/15/20363,4,5 | | | | | 235,573 | | |
| | | 976,897 | | | | CHL Mortgage Pass-Through Trust Series 2004-29, Class 1X, 1.329%, 2/25/20352,3 | | | | | 19,061 | | |
| | | 119,615 | | | | Connecticut Avenue Securities Trust Series 2019-R01, Class 2M2, 2.559% (1-Month USD Libor+245 basis points), 7/25/20312,3,4,5 | | | | | 120,297 | | |
| | | 72,011 | | | | Series 2019-R03, Class 1M2, 2.259% (1-Month USD Libor+215 basis points), 9/25/20312,3,4,5 | | | | | 72,423 | | |
| | | 250,000 | | | | Series 2019-R06, Class 2B1, 3.858% (1-Month USD Libor+375 basis points), 9/25/20392,3,4,5 | | | | | 246,023 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Principal Amount | | | | | | Value | | ||||||
| | | | COLLATERALIZED MORTGAGE OBLIGATIONS (Continued) | | | ||||||||
| | $ | 380,000 | | | | Connecticut Avenue Securities Trust Series 2019-R07, Class 1B1, 3.508% (1-Month USD Libor+340 basis points), 10/25/20392,3,4,5 | ��� | | | $ | 371,690 | | |
| | | 69,730 | | | | Series 2019-R05, Class 1M2, 2.109% (1-Month USD Libor+200 basis points), 7/25/20392,3,4,5 | | | | | 69,933 | | |
| | | 500,000 | | | | Connecticut Avenue Securities Trust 2019-HRP1 Series 2019-HRP1, Class B1, 9.358% (1-Month USD Libor+925 basis points), 11/25/20392,3,4,5 | | | | | 507,115 | | |
| | | 565,507 | | | | DSLA Mortgage Loan Trust Series 2004-AR2, Class X2, 2.423%, 11/19/20442,3 | | | | | 24,681 | | |
| | | 200,000 | | | | Foursight Capital Automobile Receivables Trust Series 2020-1, Class F, 4.620%, 6/15/20272,4 | | | | | 202,631 | | |
| | | 249,675 | | | | Freddie Mac Structured Agency Credit Risk Debt Notes Series 2018-SPI2, Class B, 3.809%, 5/25/20482,3,4 | | | | | 232,164 | | |
| | | 249,903 | | | | Series 2018-SPI3, Class B, 4.148%, 8/25/20482,3,4 | | | | | 238,180 | | |
| | | 249,021 | | | | Series 2018-SPI4, Class B, 4.489%, 11/25/20482,3,4 | | | | | 239,859 | | |
| | | 167,628 | | | | Luminent Mortgage Trust Series 2006-5, Class A1A, 0.489% (1-Month USD Libor+38 basis points), 7/25/20362,3,5 | | | | | 128,937 | | |
| | | 207,251 | | | | Morgan Stanley Mortgage Loan Trust Series 2006-13AX, Class A2, 0.449% (1-Month USD Libor+34 basis points), 10/25/20362,3,5 | | | | | 108,204 | | |
| | | 111,833 | | | | RALI Trust Series 2006-QA10, Class A1, 0.294% (1-Month USD Libor+19 basis points), 12/25/20362,3,5 | | | | | 108,017 | | |
| | | 228,166 | | | | Series 2006-QS2, Class 1A9, 5.500%, 2/25/20361,2 | | | | | 222,427 | | |
| | | 100,000 | | | | Residential Mortgage Loan Trust Series 2019-2, Class M1, 3.862%, 5/25/20592,3,4 | | | | | 102,709 | | |
| | | 1,320 | | | | Velocity Commercial Capital Loan Trust Series 2017-1, Class AFL, 1.359% (1-Month USD Libor+125 basis points), 5/25/20472,3,4,5 | | | | | 1,319 | | |
| | | | | | | TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | | | | | | | |
| | | | | | | (Cost $3,425,229) | | | | | 3,503,627 | | |
| Number of Shares | | | | | | | | | | | |||
| | | | COMMON STOCKS – 1.8% | | | | | | | | |||
| | | | | | | APPLICATIONS SOFTWARE – 0.0% | | | | | | | |
| | | 207 | | | | RealPage, Inc.* | | | | | 18,050 | | |
| | | | | | | COMMERCIAL BANKS-EASTERN US – 0.0% | | | | | | | |
| | | 145 | | | | Standard AVB Financial Corp. | | | | | 4,734 | | |
| | | | | | | COMPUTER SOFTWARE – 0.0% | | | | | | | |
| | | 360 | | | | Slack Technologies, Inc. – Class A* | | | | | 14,627 | | |
| | | | | | | ELECTRIC-INTEGRATED – 0.0% | | | | | | | |
| | | 183 | | | | PNM Resources, Inc. | | | | | 8,976 | | |
| | | | | | | ELECTRONIC COMPONENTS-SEMICONDUCTOR – 0.0% | | | | | | | |
| | | 43 | | | | Inphi Corp.* | | | | | 7,671 | | |
| | | 73 | | | | Xilinx, Inc. | | | | | 9,045 | | |
| | | | | | | | | | | | 16,716 | | |
| | | | | | | ELECTRONIC MEASURING INSTRUMENTS – 0.0% | | | | | | | |
| | | 153 | | | | FLIR Systems, Inc. | | | | | 8,640 | | |
| | | | | | | INSURANCE BROKERS – 0.1% | | | | | | | |
| | | 87 | | | | Willis Towers Watson PLC7 | | | | | 19,913 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | COMMON STOCKS (Continued) | | | | | | | | |||
| | | | | | | INVESTMENT COMPANIES – 0.5% | | | | | | | |
| | | 22,862 | | | | Barings BDC, Inc.1 | | | | $ | 228,163 | | |
| | | 19,390 | | | | First Eagle Alternative Capital BDC, Inc. | | | | | 78,336 | | |
| | | 46,184 | | | | Oaktree Specialty Lending Corp.1 | | | | | 286,340 | | |
| | | | | | | | | | | | 592,839 | | |
| | | | | | | INVESTMENT MANAGEMENT/ADVISORY SERVICES – 0.0% | | | | | | | |
| | | 309 | | | | Waddell & Reed Financial, Inc. – Class A | | | | | 7,740 | | |
| | | | | | | MEDICAL INFORMATION SYSTEMS – 0.0% | | | | | | | |
| | | 250 | | | | Change Healthcare, Inc.* | | | | | 5,525 | | |
| | | | | | | MEDICAL PRODUCTS – 0.0% | | | | | | | |
| | | 62 | | | | Varian Medical Systems, Inc.* | | | | | 10,945 | | |
| | | | | | | PROPERTY/CASUALTY INSURANCE – 0.0% | | | | | | | |
| | | 382 | | | | Watford Holdings Ltd.*,7 | | | | | 13,221 | | |
| | | | | | | REITS-MORTGAGES – 0.0% | | | | | | | |
| | | 1,214 | | | | Ready Capital Corp. – REIT | | | | | 16,294 | | |
| | | | | | | SEMICON COMPONENTS-INTEGRATED CIRCUITS – 0.0% | | | | | | | |
| | | 107 | | | | Maxim Integrated Products, Inc. | | | | | 9,777 | | |
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS – 1.2% | | | | | | | |
| | | 2,010 | | | | 10X Capital Venture Acquisition Corp. – Class A* | | | | | 20,100 | | |
| | | 94 | | | | ABG Acquisition Corp. I – Class A*,7 | | | | | 930 | | |
| | | 2,247 | | | | Agba Acquisition Ltd.*,7 | | | | | 23,706 | | |
| | | 180 | | | | Ajax I – Class A*,7 | | | | | 1,847 | | |
| | | 140 | | | | Altitude Acquisition Corp. – Class A* | | | | | 1,404 | | |
| | | 1,022 | | | | Americas Thechonology Acquisition Corp.*,7 | | | | | 10,148 | | |
| | | 2,490 | | | | Amplitude Healthcare Acquisition Corp. – Class A* | | | | | 24,751 | | |
| | | 3,489 | | | | Apollo Strategic Growth Capital – Class A*,7 | | | | | 34,541 | | |
| | | 3,824 | | | | Atlantic Avenue Acquisition Corp. – Class A* | | | | | 37,055 | | |
| | | 2,120 | | | | Benessere Capital Acquisition Corp. – Class A* | | | | | 21,073 | | |
| | | 1,658 | | | | Better World Acquisition Corp.* | | | | | 16,505 | | |
| | | 1,705 | | | | Blue Water Acquisition Corp. – Class A* | | | | | 17,152 | | |
| | | 1,207 | | | | Breeze Holdings Acquisition Corp.* | | | | | 12,010 | | |
| | | 1,299 | | | | Brilliant Acquisition Corp.*,7 | | | | | 12,899 | | |
| | | 2,030 | | | | Bull Horn Holdings Corp.*,7 | | | | | 19,914 | | |
| | | 1,450 | | | | Burgundy Technology Acquisition Corp. – Class A*,7 | | | | | 14,341 | | |
| | | 216 | | | | Capstar Special Purpose Acquisition Corp. – Class A* | | | | | 2,108 | | |
| | | 252 | | | | CF Finance Acquisition Corp. III* | | | | | 2,520 | | |
| | | 1,662 | | | | Chardan Healthcare Acquisition 2 Corp.* | | | | | 16,703 | | |
| | | 1,227 | | | | Churchill Capital Corp. II – Class A*,1 | | | | | 12,270 | | |
| | | 642 | | | | Concord Acquisition Corp. – Class A* | | | | | 6,279 | | |
| | | 351 | | | | Corner Growth Acquisition Corp. – Class A*,7 | | | | | 3,436 | | |
| | | 1,712 | | | | DD3 Acquisition Corp.* | | | | | 16,846 | | |
| | | 1,068 | | | | Dune Acquisition Corp. – Class A* | | | | | 10,413 | | |
| | | 1,578 | | | | East Resources Acquisition Co. – Class A* | | | | | 15,433 | | |
| | | 2,245 | | | | East Stone Acquisition Corp.*,7 | | | | | 22,428 | | |
| | | 923 | | | | Edoc Acquisition Corp. – Class A*,7 | | | | | 9,221 | | |
| | | 702 | | | | Edtechx Holdings Acquisition Corp.* | | | | | 6,901 | | |
| | | 1,419 | | | | Empower Ltd. – Class A*,7 | | | | | 14,162 | | |
| | | 1,410 | | | | Eucrates Biomedical Acquisition Corp.*,7 | | | | | 13,945 | | |
| | | 2,109 | | | | Far Point Acquisition Corp. – Class A*,7 | | | | | 20,605 | | |
| | | 3,106 | | | | FG New America Acquisition Corp. – Class A* | | | | | 31,650 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | COMMON STOCKS (Continued) | | | ||||||||
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS (Continued) | | | |||||
| | | 47 | | | | FS Development Corp. II – Class A* | | | | $ | 468 | | |
| | | 594 | | | | Fusion Acquisition Corp. – Class A* | | | | | 5,916 | | |
| | | 3,118 | | | | Galileo Acquisition Corp.*, 1,7 | | | | | 31,180 | | |
| | | 1,220 | | | | Genesis Park Acquisition Corp. – Class A*,7 | | | | | 12,798 | | |
| | | 2,109 | | | | Globis Acquisition Corp.* | | | | | 20,879 | | |
| | | 142 | | | | Golden Falcon Acquisition Corp. – Class A* | | | | | 1,373 | | |
| | | 1,401 | | | | Good Works Acquisition Corp.* | | | | | 15,173 | | |
| | | 3,975 | | | | Greenrose Acquisition Corp.* | | | | | 39,591 | | |
| | | 3,133 | | | | Greenvision Acquisition Corp.* | | | | | 31,831 | | |
| | | 102 | | | | Healthcare Services Acquisition Corp. – Class A* | | | | | 987 | | |
| | | 3,548 | | | | IG Acquisition Corp. – Class A* | | | | | 35,054 | | |
| | | 2,192 | | | | Isleworth Healthcare Acquisition Corp.* | | | | | 21,241 | | |
| | | 562 | | | | Kairos Acquisition Corp. – Class A*,7 | | | | | 5,474 | | |
| | | 1,069 | | | | Khosla Ventures Acquisition Co. III – Class A* | | | | | 10,679 | | |
| | | 1,160 | | | | Kingswood Acquisition Corp.* | | | | | 11,528 | | |
| | | 682 | | | | KINS Technology Group, Inc. – Class A* | | | | | 6,690 | | |
| ��� | | 478 | | | | KludeIn I Acquisition Corp. – Class A* | | | | | 4,651 | | |
| | | 1,038 | | | | L&F Acquisition Corp. – Class A*,7 | | | | | 10,224 | | |
| | | 1,380 | | | | Landcadia Holdings III Inc.* | | | | | 13,814 | | |
| | | 464 | | | | Lifesci Acquisition II Corp.* | | | | | 4,705 | | |
| | | 1,868 | | | | Lionheart Acquisition Corp. II – Class A* | | | | | 18,344 | | |
| | | 4,087 | | | | LIV Capital Acquisition Corp. – Class A*,7 | | | | | 40,625 | | |
| | | 699 | | | | Live Oak Acquisition Corp. II – Class A* | | | | | 6,983 | | |
| | | 628 | | | | Malacca Straits Acquisition Co., Ltd. – Class A*,7 | | | | | 6,198 | | |
| | | 4,094 | | | | Merida Merger Corp. I*,1 | | | | | 40,449 | | |
| | | 1,420 | | | | Montes Archimedes Acquisition Corp. – Class A* | | | | | 13,888 | | |
| | | 1,690 | | | | Mudrick Capital Acquisition Corp. – Class A* | | | | | 16,647 | | |
| | | 1,894 | | | | Natural Order Acquisition Corp.* | | | | | 18,542 | | |
| | | 1,405 | | | | New Beginnings Acquisition Corp.* | | | | | 14,050 | | |
| | | 1,419 | | | | NextGen Acquisition Corp.*,7 | | | | | 14,076 | | |
| | | 1,158 | | | | Omnichannel Acquisition Corp. – Class A* | | | | | 11,302 | | |
| | | 1,936 | | | | OTR Acquisition Corp. – Class A* | | | | | 19,263 | | |
| | | 564 | | | | Periphas Capital Partnering Corp. – Class A* | | | | | 13,389 | | |
| | | 3,382 | | | | Petra Acquisition, Inc.* | | | | | 33,786 | | |
| | | 696 | | | | PropTech Investment Corp. II – Class A* | | | | | 6,814 | | |
| | | 1,843 | | | | PTK Acquisition Corp.* | | | | | 18,144 | | |
| | | 1,774 | | | | Recharge Acquisition Corp. – Class A* | | | | | 17,350 | | |
| | | 1,125 | | | | RedBall Acquisition Corp. – Class A*,7 | | | | | 11,194 | | |
| | | 520 | | | | Replay Acquisition Corp.*, 1,7 | | | | | 5,304 | | |
| | | 350 | | | | Roth Ch Acquisition II Co.* | | | | | 3,469 | | |
| | | 2,778 | | | | Sandbridge Acquisition Corp. – Class A* | | | | | 27,530 | | |
| | | 124 | | | | SC Health Corp. – Class A*,1,7 | | | | | 1,250 | | |
| | | 351 | | | | ScION Tech Growth I – Class A*,7 | | | | | 3,436 | | |
| | | 2,078 | | | | Seven Oaks Acquisition Corp. – Class A* | | | | | 20,261 | | |
| | | 66 | | | | Spartan Acquisition Corp. II* | | | | | 690 | | |
| | | 3,666 | | | | Sports Entertainment Acquisition Corp. – Class A* | | | | | 35,817 | | |
| | | 904 | | | | Sustainable Opportunities Acquisition Corp. – Class A*,7 | | | | | 8,977 | | |
| | | 14 | | | | SVF Investment Corp. 2*,7 | | | | | 141 | | |
| | | 14 | | | | SVF Investment Corp. 3*,7 | | | | | 141 | | |
| | | 1,896 | | | | Tastemaker Acquisition Corp. – Class A* | | | | | 18,467 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | COMMON STOCKS (Continued) | | | ||||||||
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS (Continued) | | | |||||
| | | 1,418 | | | | Tekkorp Digital Acquisition Corp. – Class A*,7 | | | | $ | 13,896 | | |
| | | 2,463 | | | | Thayer Ventures Acquisition Corp. – Class A* | | | | | 24,384 | | |
| | | 632 | | | | Thunder Bridge Acquisition II Ltd. – Class A*,1,7 | | | | | 6,585 | | |
| | | 2,002 | | | | Tuscan Holdings Corp. II*,1 | | | | | 20,200 | | |
| | | 2,085 | | | | Union Acquisition Corp. II*,1,7 | | | | | 20,954 | | |
| | | 1,990 | | | | Ventoux CCM Acquisition Corp.* | | | | | 19,482 | | |
| | | 1,475 | | | | Vistas Media Acquisition Co., Inc. – Class A* | | | | | 14,617 | | |
| | | 1,805 | | | | Viveon Health Acquisition Corp.* | | | | | 17,725 | | |
| | | 1,418 | | | | Yellowstone Acquisition Co. – Class A* | | | | | 14,166 | | |
| | | 2,638 | | | | Yunhong International – Class A*,7 | | | | | 26,459 | | |
| | | 968 | | | | Zanite Acquisition Corp. – Class A* | | | | | 9,632 | | |
| | | | | | | | | | | | 1,392,179 | | |
| | | | | | | TOTAL COMMON STOCKS | | | | | | | |
| | | | | | | (Cost $2,037,466) | | | | | 2,140,176 | | |
| Principal Amount | | | | | | | | | | | |||
| | | | | | | CORPORATE BONDS – 0.3% | | | | | | | |
| | | | | | | FINANCIALS – 0.3% | | | | | | | |
| | $ | 81,190 | | | | BlackRock Capital Investment Corp. 5.000%, 6/15/20228 | | | | | 81,513 | | |
| | | 170,000 | | | | PennantPark Floating Rate Capital Ltd. 4.250%, 4/1/20262 | | | | | 170,521 | | |
| | | 50,000 | | | | Realogy Group LLC / Realogy Co.-Issuer Corp. 9.375%, 4/1/20271,2,4 | | | | | 55,468 | | |
| | | | | | | | | | | | 307,502 | | |
| | | | | | | TOTAL CORPORATE BONDS | | | | | | | |
| | | | | | | (Cost $293,183) | | | | | 307,502 | | |
| Number of Shares | | | | | | | | | | | |||
| | | | | | | EXCHANGE-TRADED DEBT SECURITIES – 0.4% | | | | | | | |
| | | | | | | FINANCIALS – 0.4% | | | | | | | |
| | | 3,968 | | | | First Eagle Alternative Capital BDC, Inc. 6.125%, 10/30/20232 | | | | | 102,533 | | |
| | | 3,092 | | | | 6.750%, 12/30/20221,2 | | | | | 78,599 | | |
| | | 2,423 | | | | Oxford Square Capital Corp. 6.500%, 3/30/20241,2 | | | | | 61,786 | | |
| | | 1,728 | | | | PennantPark Investment Corp. 5.500%, 10/15/20242 | | | | | 44,444 | | |
| | | 3,376 | | | | Portman Ridge Finance Corp. 6.125%, 9/30/20221,2 | | | | | 85,244 | | |
| | | 712 | | | | TriplePoint Venture Growth BDC Corp. 5.750%, 7/15/20222 | | | | | 18,014 | | |
| | | 786 | | | | WhiteHorse Finance, Inc. 6.500%, 11/30/20251,2 | | | | | 20,593 | | |
| | | 2,134 | | | | XAI Octagon Floating Rate Alternative Income Term Trust 6.500%, 3/31/20262 | | | | | 53,329 | | |
| | | | | | | | | | | | 464,542 | | |
| | | | | | | TOTAL EXCHANGE-TRADED DEBT SECURITIES | | | | | | | |
| | | | | | | (Cost $443,657) | | | | | 464,542 | | |
|
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | MUTUAL FUNDS – 5.4% | | | | | | | |
| | | 555,741 | | | | Jones Lang LaSalle Income Property Trust, Inc. – Class M-I | | | | $ | 6,579,970 | | |
| | | | | | | TOTAL MUTUAL FUNDS | | | | | | | |
| | | | | | | (Cost $6,491,494) | | | | | 6,579,970 | | |
| | | | | | | PRIVATE INVESTMENT FUNDS – 19.7% | | | | | | | |
| | | 269,516 | | | | Bailard Real Estate Investment Trust | | | | | 7,223,017 | | |
| | | N/A | | | | DSC Meridian Credit Opportunities Onshore Fund LP | | | | | 3,301,569 | | |
| | | N/A | | | | Linden Investors LP | | | | | 3,956,332 | | |
| | | N/A | | | | Pender Capital Asset Based Lending Fund I, L.P. | | | | | 832,072 | | |
| | | 3,081 | | | | ShoreBridge Point72 Select, LLC | | | | | 3,874,098 | | |
| | | N/A | | | | Walleye Opportunities Fund LP | | | | | 4,469,275 | | |
| | | N/A | | | | Whitebox Asymmetric Opportunities Fund, LP | | | | | 272,690 | | |
| | | | | | | TOTAL PRIVATE INVESTMENT FUNDS | | | | | | | |
| | | | | | | (Cost $20,819,653) | | | | | 23,929,053 | | |
| | | | | | | RIGHTS – 0.0% | | | | | | | |
| | | 2,247 | | | | Agba Acquisition Ltd., Expiration Date: April 14, 2021*,7 | | | | | 1,348 | | |
| | | 713 | | | | Andina Acquisition Corp. III, Expiration Date: June 29, 2021*,7 | | | | | 499 | | |
| | | 2,120 | | | | Benessere Capital Acquisition Corp., Expiration Date: January 4, 2022* | | | | | 693 | | |
| | | 1,207 | | | | Breeze Holdings Acquisition Corp., Expiration Date: May 24, 2027* | | | | | 314 | | |
| | | 1,299 | | | | Brilliant Acquisition Corp., Expiration Date: March 20, 2022*,7 | | | | | 364 | | |
| | | 2,245 | | | | East Stone Acquisition Corp., Expiration Date: November 3, 2021*,7 | | | | | 719 | | |
| | | 923 | | | | Edoc Acquisition Corp., Expiration Date: May 9, 2022*,7 | | | | | 360 | | |
| | | 852 | | | | GigCapital2, Inc., Expiration Date: August 19, 2022* | | | | | 281 | | |
| | | 3,133 | | | | Greenvision Acquisition Corp., Expiration Date: August 20, 2022* | | | | | 1,661 | | |
| | | 1,990 | | | | Ventoux CCM Acquisition Corp., Expiration Date: June 23, 2022* | | | | | 416 | | |
| | | 1,805 | | | | Viveon Health Acquisition Corp., Expiration Date: February 17, 2022* | | | | | 325 | | |
| | | 2,638 | | | | Yunhong International, Expiration Date: November 3, 2021*,7 | | | | | 1,157 | | |
| | | | | | | TOTAL RIGHTS | | | | | | | |
| | | | | | | (Cost $0) | | | | | 8,137 | | |
| Principal Amount | | | | | | | | | | | |||
| | | | | | | U.S. TREASURY BONDS – 0.1% | | | | | | | |
| | | | | | | SOVEREIGN – 0.1% | | | | | | | |
| | | 222,000 | | | | United States Treasury Bond | | | | | 167,601 | | |
| | | | | | | TOTAL U.S. TREASURY BONDS | | | | | | | |
| | | | | | | (Cost $169,136) | | | | | 167,601 | | |
| Number of Shares | | | | | | | | | | | |||
| | | | | | | UNITS – 0.6% | | | | | | | |
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS – 0.6% | | | | | | | |
| | | 137 | | | | 7GC & Co. Holdings, Inc.* | | | | | 1,392 | | |
| | | 1,724 | | | | Accelerate Acquisition Corp.* | | | | | 17,119 | | |
| | | 36 | | | | Advanced Merger Partners, Inc.* | | | | | 360 | | |
| | | 2,667 | | | | AF Acquisition Corp.* | | | | | 26,297 | | |
| | | 23 | | | | African Gold Acquisition Corp.*,7 | | | | | 227 | | |
| | | 1,724 | | | | American Acquisition Opportunity, Inc.* | | | | | 17,240 | | |
| | | 1 | | | | Americas Technology Acquisition Corp.*,7 | | | | | 10 | | |
| | | 2,993 | | | | Archimedes Tech SPAC Partners Co.* | | | | | 29,601 | | |
| | | 568 | | | | Astrea Acquisition Corp.* | | | | | 5,629 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | UNITS (Continued) | | | |||||
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS (Continued) | | | |||||
| | | 236 | | | | Atlas Crest Investment Corp. II* | | | | $ | 2,361 | | |
| | | 2,818 | | | | Austerlitz Acquisition Corp. I*,7 | | | | | 28,293 | | |
| | | 1,705 | | | | Austerlitz Acquisition Corp. II*,7 | | | | | 17,101 | | |
| | | 70 | | | | B Riley Principal 150 Merger Corp.* | | | | | 700 | | |
| | | 2 | | | | Benessere Capital Acquisition Corp.* | | | | | 21 | | |
| | | 1,723 | | | | Build Acquisition Corp.* | | | | | 17,006 | | |
| | | 236 | | | | Cartesian Growth Corp.*,7 | | | | | 2,348 | | |
| | | 549 | | | | CC Neuberger Principal Holdings III*,7 | | | | | 5,485 | | |
| | | 137 | | | | CF Acquisition Corp. IV* | | | | | 1,374 | | |
| | | 93 | | | | CF Acquisition Corp. VI* | | | | | 921 | | |
| | | 1,720 | | | | CF Acquisition Corp. VIII* | | | | | 17,062 | | |
| | | 51 | | | | Churchill Capital Corp. VI* | | | | | 513 | | |
| | | 2,876 | | | | Churchill Capital Corp. VII* | | | | | 28,674 | | |
| | | 15 | | | | Colicity, Inc.* | | | | | 151 | | |
| | | 1,215 | | | | Corazon Capital V838 Monoceros Corp.*,7 | | | | | 12,089 | | |
| | | 1 | | | | Corner Growth Acquisition Corp.*,7 | | | | | 10 | | |
| | | 1 | | | | DD3 Acquisition Corp.* | | | | | 10 | | |
| | | 931 | | | | DHC Acquisition Corp.*,7 | | | | | 9,301 | | |
| | | 1,760 | | | | Edify Acquisition Corp.* | | | | | 17,512 | | |
| | | 1 | | | | EdtechX Holdings Acquisition Corp.* | | | | | 10 | | |
| | | 237 | | | | EJF Acquisition Corp.*,7 | | | | | 2,358 | | |
| | | 1,715 | | | | FAST Acquisition Corp. II* | | | | | 17,047 | | |
| | | 93 | | | | Fintech Evolution Acquisition Group*,7 | | | | | 918 | | |
| | | 237 | | | | Flame Acquisition Corp.* | | | | | 2,353 | | |
| | | 473 | | | | Foresight Acquisition Corp.* | | | | | 4,702 | | |
| | | 391 | | | | Fortress Value Acquisition Corp. III* | | | | | 3,918 | | |
| | | 93 | | | | FTAC Athena Acquisition Corp.*,7 | | | | | 935 | | |
| | | 476 | | | | Fusion Acquisition Corp. II* | | | | | 4,727 | | |
| | | 706 | | | | GigCapital4, Inc.* | | | | | 6,968 | | |
| | | 253 | | | | Glass Houses Acquisition Corp.* | | | | | 2,538 | | |
| | | 1,582 | | | | Goldenbridge Acquisition Ltd.*,7 | | | | | 15,804 | | |
| | | 255 | | | | Gores Metropoulos II, Inc.* | | | | | 2,581 | | |
| | | 1,799 | | | | Hennessy Capital Investment Corp. V* | | | | | 18,206 | | |
| | | 268 | | | | InterPrivate II Acquisition Corp.* | | | | | 2,651 | | |
| | | 296 | | | | InterPrivate III Financial Partners, Inc.* | | | | | 2,919 | | |
| | | 1,394 | | | | Isos Acquisition Corp.*,7 | | | | | 13,884 | | |
| | | 2,849 | | | | Jaws Mustang Acquisition Corp.*,7 | | | | | 28,917 | | |
| | | 1,737 | | | | Kadem Sustainable Impact Corp.* | | | | | 17,196 | | |
| | | 1 | | | | Kairos Acquisition Corp.*,7 | | | | | 10 | | |
| | | 1,804 | | | | KKR Acquisition Holdings I Corp.* | | | | | 18,058 | | |
| | | 1 | | | | KludeIn I Acquisition Corp.* | | | | | 10 | | |
| | | 2,510 | | | | Levere Holdings Corp.*,7 | | | | | 25,000 | | |
| | | 2 | | | | Live Oak Acquisition Corp. II* | | | | | 21 | | |
| | | 255 | | | | Longview Acquisition Corp. II* | | | | | 2,560 | | |
| | | 238 | | | | MCAP Acquisition Corp.* | | | | | 2,368 | | |
| | | 950 | | | | MDH Acquisition Corp.* | | | | | 9,443 | | |
| | | 474 | | | | Medicus Sciences Acquisition Corp.*,7 | | | | | 4,674 | | |
| | | 284 | | | | Moringa Acquisition Corp.*,7 | | | | | 2,820 | | |
| | | 1,937 | | | | Mountain Crest Acquisition Corp. II* | | | | | 19,641 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | UNITS (Continued) | | | |||||
| | | | | | | SPECIFIED PURPOSE ACQUISITIONS (Continued) | | | |||||
| | | 1 | | | | Mudrick Capital Acquisition Corp.* | | | | $ | 10 | | |
| | | 9 | | | | New Vista Acquisition Corp.*,7 | | | | | 90 | | |
| | | 2,670 | | | | Newbury Street Acquisition Corp.* | | | | | 26,406 | | |
| | | 1,724 | | | | NextGen Acquisition Corp. II*,7 | | | | | 17,068 | | |
| | | 713 | | | | Noble Rock Acquisition Corp.*,7 | | | | | 7,052 | | |
| | | 2,282 | | | | Nocturne Acquisition Corp.*,7 | | | | | 22,820 | | |
| | | 94 | | | | Novus Capital Corp. II* | | | | | 940 | | |
| | | 1 | | | | Omnichannel Acquisition Corp.* | | | | | 10 | | |
| | | 9 | | | | Pathfinder Acquisition Corp.*,7 | | | | | 89 | | |
| | | 3 | | | | Periphas Capital Partnering Corp.* | | | | | 74 | | |
| | | 9 | | | | Pivotal Investment Corp. III* | | | | | 90 | | |
| | | 47 | | | | Power & Digital Infrastructure Acquisition Corp.* | | | | | 476 | | |
| | | 376 | | | | Priveterra Acquisition Corp.* | | | | | 3,737 | | |
| | | 470 | | | | Progress Acquisition Corp.* | | | | | 4,648 | | |
| | | 3,278 | | | | Property Solutions Acquisition Corp. II* | | | | | 32,288 | | |
| | | 2 | | | | RedBall Acquisition Corp.*,7 | | | | | 20 | | |
| | | 1 | | | | Roth Ch Acquisition II Co.* | | | | | 11 | | |
| | | 1,024 | | | | Sandbridge X2 Corp.* | | | | | 10,230 | | |
| | | 1 | | | | ScION Tech Growth I*,7 | | | | | 10 | | |
| | | 1 | | | | Seven Oaks Acquisition Corp.* | | | | | 10 | | |
| | | 374 | | | | Silver Spike Acquisition Corp. II*,7 | | | | | 3,718 | | |
| | | 2,829 | | | | Soaring Eagle Acquisition Corp.*,7 | | | | | 28,629 | | |
| | | 710 | | | | SportsTek Acquisition Corp.* | | | | | 7,057 | | |
| | | 140 | | | | Star Peak Corp. II* | | | | | 1,465 | | |
| | | 187 | | | | Tailwind International Acquisition Corp.*,7 | | | | | 1,849 | | |
| | | 1,722 | | | | Tech and Energy Transition Corp.* | | | | | 17,220 | | |
| | | 2,175 | | | | Thimble Point Acquisition Corp.* | | | | | 21,750 | | |
| | | 380 | | | | Twelve Seas Investment Co. II* | | | | | 3,743 | | |
| | | 47 | | | | USHG Acquisition Corp.* | | | | | 472 | | |
| | | 941 | | | | Venus Acquisition Corp.*,7 | | | | | 9,429 | | |
| | | | | | | | | | | | 713,455 | | |
| | | | | | | TOTAL UNITS (Cost $712,866) | | | | | 713,455 | | |
| | | | | | | WARRANTS – 0.1% | | | | | | | |
| | | 124 | | | | Advantage Capital Holdings LLC, Expiration Date: January 29, 2025* | | | | | — | | |
| | | 2,247 | | | | Agba Acquisition Ltd., Expiration Date: May 10, 2024*,7 | | | | | 652 | | |
| | | 45 | | | | Ajax I, Expiration Date: December 18, 2026*,7 | | | | | 76 | | |
| | | 46 | | | | Altitude Acquisition Corp., Expiration Date: November 30, 2027* | | | | | 78 | | |
| | | 511 | | | | Americas Thechonology Acquisition Corp., Expiration Date: December 31, 2027*,7 | | | | | 281 | | |
| | | 1,245 | | | | Amplitude Healthcare Acquisition Corp., Expiration Date: December 1, 2026* | | | | | 1,021 | | |
| | | 1,163 | | | | Apollo Strategic Growth Capital, Expiration Date: October 29, 2027*,7 | | | | | 1,465 | | |
| | | 1,912 | | | | Atlantic Avenue Acquisition Corp., Expiration Date: October 6, 2027* | | | | | 1,415 | | |
| | | 1,590 | | | | Benessere Capital Acquisition Corp., Expiration Date: December 31, 2027* | | | | | 747 | | |
| | | 1,658 | | | | Better World Acquisition Corp., Expiration Date: November 15, 2027* | | | | | 1,708 | | |
| | | 164 | | | | BiomX, Inc., Expiration Date: October 28, 2024* | | | | | 107 | | |
| | | 1,705 | | | | Blue Water Acquisition Corp., Expiration Date: August 31, 2027* | | | | | 929 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | WARRANTS (Continued) | | | |||||
| | | 1,207 | | | | Breeze Holdings Acquisition Corp., Expiration Date: May 25, 2027* | | | | $ | 772 | | |
| | | 389 | | | | Brilliant Acquisition Corp., Expiration Date: December 31, 2025*,7 | | | | | 195 | | |
| | | 2,030 | | | | Bull Horn Holdings Corp., Expiration Date: October 31, 2025*,7 | | | | | 882 | | |
| | | 725 | | | | Burgundy Technology Acquisition Corp., Expiration Date: October 5, 2025*,7 | | | | | 776 | | |
| | | 108 | | | | Capstar Special Purpose Acquisition Corp., Expiration Date: July 9, 2027* | | | | | 77 | | |
| | | 84 | | | | CF Finance Acquisition Corp. III, Expiration Date: September 30, 2027* | | | | | 118 | | |
| | | 1,662 | | | | Chardan Healthcare Acquisition 2 Corp., Expiration Date: March 5, 2025* | | | | | 1,562 | | |
| | | 321 | | | | Concord Acquisition Corp., Expiration Date: November 28, 2025* | | | | | 289 | | |
| | | 117 | | | | Corner Growth Acquisition Corp., Expiration Date: December 31, 2027*,7 | | | | | 116 | | |
| | | 856 | | | | DD3 Acquisition Corp., Expiration Date: December 10, 2027* | | | | | 873 | | |
| | | 534 | | | | Dune Acquisition Corp., Expiration Date: October 29, 2027* | | | | | 331 | | |
| | | 789 | | | | East Resources Acquisition Co., Expiration Date: July 1, 2027* | | | | | 639 | | |
| | | 923 | | | | Edoc Acquisition Corp., Expiration Date: November 30, 2027*,7 | | | | | 323 | | |
| | | 351 | | | | Edtechx Holdings Acquisition Corp., Expiration Date: June 15, 2027* | | | | | 158 | | |
| | | 473 | | | | Empower Ltd., Expiration Date: November 30, 2027*,7 | | | | | 558 | | |
| | | 470 | | | | Eucrates Biomedical Acquisition Corp., Expiration Date: December 14, 2025*,7 | | | | | 428 | | |
| | | 703 | | | | Far Point Acquisition Corp., Expiration Date: December 7, 2025*,7 | | | | | 773 | | |
| | | 1,553 | | | | FG New America Acquisition Corp., Expiration Date: August 31, 2027* | | | | | 2,392 | | |
| | | 297 | | | | Fusion Acquisition Corp., Expiration Date: June 1, 2027* | | | | | 345 | | |
| | | 3,118 | | | | Galileo Acquisition Corp., Expiration Date: October 31, 2026*,7 | | | | | 1,715 | | |
| | | 610 | | | | Genesis Park Acquisition Corp., Expiration Date: May 27, 2027*,7 | | | | | 1,336 | | |
| | | 2,109 | | | | Globis Acquisition Corp., Expiration Date: November 1, 2025* | | | | | 1,160 | | |
| | | 71 | | | | Golden Falcon Acquisition Corp., Expiration Date: November 4, 2026* | | | | | 50 | | |
| | | 700 | | | | Good Works Acquisition Corp., Expiration Date: October 22, 2025* | | | | | 1,337 | | |
| | | 3,975 | | | | Greenrose Acquisition Corp., Expiration Date: May 11, 2024* | | | | | 3,301 | | |
| | | 1,358 | | | | Greenvision Acquisition Corp., Expiration Date: October 28, 2024* | | | | | 1,344 | | |
| | | 51 | | | | Healthcare Services Acquisition Corp., Expiration Date: December 31, 2027* | | | | | 32 | | |
| | | 1,774 | | | | IG Acquisition Corp., Expiration Date: October 5, 2027* | | | | | 1,703 | | |
| | | 1,096 | | | | Isleworth Healthcare Acquisition Corp., Expiration Date: August 2, 2027* | | | | | 515 | | |
| | | 281 | | | | Kairos Acquisition Corp., Expiration Date: December 31, 2027*,7 | | | | | 152 | | |
| | | 870 | | | | Kingswood Acquisition Corp., Expiration Date: May 1, 2027* | | | | | 461 | | |
| | | 341 | | | | KINS Technology Group, Inc., Expiration Date: December 31, 2025* | | | | | 222 | | |
| | | 238 | | | | KLDiscovery, Inc., Expiration Date: December 19, 2024* | | | | | 62 | | |
| | | 239 | | | | KludeIn I Acquisition Corp., Expiration Date: July 8, 2027* | | | | | 134 | | |
| | | 519 | | | | L&F Acquisition Corp., Expiration Date: May 23, 2027*,7 | | | | | 348 | | |
| | | 460 | | | | Landcadia Holdings III, Inc., Expiration Date: October 1, 2027* | | | | | 690 | | |
| | | 1,187 | | | | Leisure Acquisition Corp., Expiration Date: December 28, 2022* | | | | | 985 | | |
| | | 934 | | | | Lionheart Acquisition Corp. II, Expiration Date: February 14, 2026* | | | | | 672 | | |
| | | 4,087 | | | | LIV Capital Acquisition Corp., Expiration Date: January 10, 2025*,7 | | | | | 2,330 | | |
| | | 233 | | | | Live Oak Acquisition Corp. II, Expiration Date: December 7, 2025* | | | | | 333 | | |
| | | 314 | | | | Malacca Straits Acquisition Co., Ltd., Expiration Date: June 30, 2027*,7 | | | | | 214 | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | WARRANTS (Continued) | | | |||||
| | | 2,047 | | | | Merida Merger Corp. I, Expiration Date: November 7, 2026* | | | | $ | 2,375 | | |
| | | 710 | | | | Montes Archimedes Acquisition Corp., Expiration Date: December 31, 2025* | | | | | 603 | | |
| | | 845 | | | | Mudrick Capital Acquisition Corp., Expiration Date: September 10, 2027* | | | | | 532 | | |
| | | 1,894 | | | | Natural Order Acquisition Corp., Expiration Date: September 15, 2025* | | | | | 1,443 | | |
| | | 1,405 | | | | New Beginnings Acquisition Corp., Expiration Date: November 1, 2026* | | | | | 922 | | |
| | | 579 | | | | Omnichannel Acquisition Corp., Expiration Date: December 30, 2027* | | | | | 463 | | |
| | | 968 | | | | OTR Acquisition Corp., Expiration Date: December 31, 2025* | | | | | 590 | | |
| | | 141 | | | | Periphas Capital Partnering Corp., Expiration Date: December 10, 2028* | | | | | 213 | | |
| | | 3,382 | | | | Petra Acquisition, Inc., Expiration Date: May 25, 2027* | | | | | 1,759 | | |
| | | 232 | | | | PropTech Investment Corp. II, Expiration Date: December 31, 2027* | | | | | 234 | | |
| | | 1,843 | | | | PTK Acquisition Corp., Expiration Date: December 31, 2025* | | | | | 1,003 | | |
| | | 887 | | | | Recharge Acquisition Corp., Expiration Date: October 5, 2027* | | | | | 685 | | |
| | | 375 | | | | RedBall Acquisition Corp., Expiration Date: August 17, 2022*,7 | | | | | 510 | | |
| | | 175 | | | | Roth Ch Acquisition II Co., Expiration Date: September 16, 2025* | | | | | 222 | | |
| | | 1,389 | | | | Sandbridge Acquisition Corp., Expiration Date: September 14, 2027* | | | | | 1,410 | | |
| | | 62 | | | | SC Health Corp., Expiration Date: August 21, 2024*,7 | | | | | 117 | | |
| | | 117 | | | | ScION Tech Growth I, Expiration Date: November 1, 2025*,7 | | | | | 102 | | |
| | | 1,039 | | | | Seven Oaks Acquisition Corp., Expiration Date: December 22, 2025* | | | | | 945 | | |
| | | 33 | | | | Spartan Acquisition Corp. II, Expiration Date: November 28, 2025* | | | | | 60 | | |
| | | 1,833 | | | | Sports Entertainment Acquisition Corp., Expiration Date: October 30, 2025* | | | | | 2,016 | | |
| | | 452 | | | | Sustainable Opportunities Acquisition Corp., Expiration Date: June 26, 2025*,7 | | | | | 407 | | |
| | | 948 | | | | Tastemaker Acquisition Corp., Expiration Date: December 31, 2025* | | | | | 552 | | |
| | | 709 | | | | Tekkorp Digital Acquisition Corp., Expiration Date: October 26, 2027*,7 | | | | | 674 | | |
| | | 527 | | | | Thayer Ventures Acquisition Corp., Expiration Date: January 1, 2030* | | | | | 316 | | |
| | | 1,001 | | | | Tuscan Holdings Corp. II, Expiration Date: July 16, 2025* | | | | | 801 | | |
| | | 1,990 | | | | Union Acquisition Corp. II, Expiration Date: April 1, 2025*,7 | | | | | 1,353 | | |
| | | 1,990 | | | | Ventoux CCM Acquisition Corp., Expiration Date: September 30, 2025* | | | | | 876 | | |
| | | 1,006 | | | | Vincerx Pharma, Inc., Expiration Date: December 24, 2025* | | | | | 4,064 | | |
| | | 1,475 | | | | Vistas Media Acquisition Co., Inc., Expiration Date: August 1, 2026* | | | | | 914 | | |
| | | 1,805 | | | | Viveon Health Acquisition Corp., Expiration Date: December 31, 2027* | | | | | 687 | | |
| | | 709 | | | | Yellowstone Acquisition Co., Expiration Date: October 21, 2025* | | | | | 567 | | |
| | | 1,319 | | | | Yunhong International, Expiration Date: January 31, 2027*,7 | | | | | 673 | | |
| | | 484 | | | | Zanite Acquisition Corp, Expiration Date: October 8, 2025* | | | | | 610 | | |
| | | | | | | TOTAL WARRANTS | | | | | | | |
| | | | | | | (Cost $0) | | | | | 67,880 | | |
| | | | | | | SHORT-TERM INVESTMENTS – 7.8% | | | | | | | |
| | | 9,529,527 | | | | Morgan Stanley Institutional Liquidity Fund – Government Portfolio – Institutional Class, 0.026%9 | | | | | 9,529,527 | | |
| | | | | | | TOTAL SHORT-TERM INVESTMENTS | | | | | | | |
| | | | | | | (Cost $9,529,527) | | | | | 9,529,527 | | |
|
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
| Number of Shares | | | | | | Value | | ||||||
| | | | | | | TOTAL INVESTMENTS – 100.1% (Cost $114,309,854) | | | | $ | 121,505,286 | | |
| | | | | | | Liabilities in Excess of Other Assets – (0.1)% | | | | | (105,681) | | |
| | | | | | | TOTAL NET ASSETS – 100.0% | | | | $ | 121,399,605 | | |
| | | | | | | SECURITIES SOLD SHORT – (1.2)% | | | | | | | |
| | | | | | | COMMON STOCKS – (0.1)% | | | | | | | |
| | | | | | | AEROSPACE/DEFENSE – 0.0% | | | | | | | |
| | | (11) | | | | Teledyne Technologies, Inc.* | | | | | (4,550) | | |
| | | | | | | ELECTRONIC COMPONENTS-SEMICONDUCTOR – 0.0% | | | | | | | |
| | | (127) | | | | Advanced Micro Devices, Inc.* | | | | | (9,970) | | |
| | | (101) | | | | Marvell Technology Group Ltd.7 | | | | | (4,947) | | |
| | | | | | | | | | | | (14,917) | | |
| | | | | | | ENTERPRISE SOFTWARE/SERVICE – 0.0% | | | | | | | |
| | | (28) | | | | Salesforce.com, Inc.* | | | | | (5,932) | | |
| | | | | | | INSURANCE BROKERS – (0.1)% | | | | | | | |
| | | (94) | | | | Aon PLC – Class A7 | | | | | (21,630) | | |
| | | | | | | REITS-MORTGAGES – 0.0% | | | | | | | |
| | | (1,214) | | | | Ready Capital Corp. – REIT | | | | | (16,292) | | |
| | | | | | | SEMICON COMPONENTS-INTEGRATED CIRCUITS – 0.0% | | | | | | | |
| | | (67) | | | | Analog Devices, Inc. | | | | | (10,390) | | |
| | | | | | | TOTAL COMMON STOCKS (Proceeds $74,567) | | | | | (73,711) | | |
| | | | | | | EXCHANGE-TRADED FUNDS – (1.1)% | | | | | | | |
| | | (1,606) | | | | Energy Select Sector SPDR Fund – ETF | | | | | (78,790) | | |
| | | (37,050) | | | | Invesco Senior Loan ETF | | | | | (819,917) | | |
| | | (3,793) | | | | iShares iBoxx High Yield Corporate Bond ETF | | | | | (330,674) | | |
| | | (1,000) | | | | SPDR Bloomberg Barclays High Yield Bond ETF | | | | | (108,800) | | |
| | | | | | | TOTAL EXCHANGE-TRADED FUNDS (Proceeds $1,334,158) | | | | | (1,338,181) | | |
| | | | | | | TOTAL SECURITIES SOLD SHORT (Proceeds $1,408,725) | | | | $ | (1,411,892) | | |
| | | | | | | | | | | | | | |
SCHEDULE OF INVESTMENTS — Continued
As of March 31, 2021
SCHEDULE OF INVESTMENTS — Continued
March 31, 2021
Securities With Restrictions On Redemptions | | | Redemptions Permitted | | | Redemption Notice Period | | | Cost | | | Fair Value | | | Original Acquisition Date | | ||||||
Bailard Real Estate Investment Trusta | | | Quarterly | | | 30 Days | | | | $ | 7,400,000 | | | | | $ | 7,223,017 | | | | 1/1/2019 | |
DSC Meridian Credit Opportunities Onshore Fund LPa | | | Quarterlyb | | | 65 Days | | | | | 2,700,000 | | | | | | 3,301,569 | | | | 10/1/2018 | |
Linden Investors LPa | | | Quarterlyc | | | 65 Days | | | | | 2,700,000 | | | | | | 3,956,332 | | | | 10/1/2018 | |
Pender Capital Asset Based Lending Fund I, L.P.a | | | Quarterly | | | 90 Days | | | | ��� | 832,073 | | | | | | 832,072 | | | | 8/16/2019 | |
Pomona Investment Fund | | | Quarterly | | | 75 Days | | | | | 9,616,015 | | | | | | 11,638,655 | | | | 10/1/2018 | |
ShoreBridge Point72 Select, LLCa | | | Quarterlyb | | | 55 Days | | | | | 3,450,000 | | | | | | 3,874,098 | | | | 5/1/2019 | |
Walleye Opportunities Fund LPa | | | Monthlyc | | | 45 Days | | | | | 3,425,000 | | | | | | 4,469,275 | | | | 12/1/2018 | |
Whitebox Asymmentric Opportunities Fund, LPa | | | Quarterlyc | | | 60 Days | | | | | 312,580 | | | | | | 272,690 | | | | 10/1/2018 | |
Totals | | | | | | | | | | $ | 30,435,668 | | | | | $ | 35,567,708 | | | | | |
SUMMARY OF INVESTMENTS*
As of March 31, 2021
Security Type/Sector | | | Percent of Total Net Assets | | |||
Asset-Backed Securities | | | | | 16.9% | | |
Bank Loans | | | | | 10.8% | | |
Closed-End Funds | | | | | 33.3% | | |
Collateralized Mortgage Obligations | | | | | 2.9% | | |
Common Stocks | | | | | | | |
Financials | | | | | 1.7% | | |
Technology | | | | | 0.1% | | |
Health Care | | | | | 0.0% | | |
Utilities | | | | | 0.0% | | |
Total Common Stocks | | | | | 1.8% | | |
Corporate Bonds | | | | | | | |
Financials | | | | | 0.3% | | |
Total Corporate Bonds | | | | | 0.3% | | |
Exchange-Traded Debt Securities | | | | | 0.4% | | |
Mutual Funds | | | | | 5.4% | | |
Private Investment Funds | | | | | 19.7% | | |
Rights | | | | | 0.0% | | |
U.S. Treasury Bonds | | | | | | | |
Governments | | | | | 0.1% | | |
Total U.S. Treasury Bonds | | | | | 0.1% | | |
Units | | | | | | | |
Financials | | | | | 0.6% | | |
Warrants | | | | | 0.1% | | |
Short-Term Investments | | | | | 7.8% | | |
Total Investments | | | | | 100.1% | | |
Liabilities in Excess of Other Assets | | | | | (0.1)% | | |
Total Net Assets | | | | | 100.0% | | |
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2021
| Assets: | | ||||||
| Investments, at value (cost $114,309,854) | | | | $ | 121,505,286 | | |
| Cash | | | | | 2,352 | | |
| Cash deposited with broker | | | | | 1,586,264 | | |
| Receivables: | | | | | | | |
| Investment securities sold | | | | | 5,030 | | |
| Fund shares sold | | | | | 388,070 | | |
| Dividends and interest | | | | | 564,513 | | |
| Investments purchased in advance | | | | | 2,500,000 | | |
| Prepaid expenses | | | | | 126,541 | | |
| Total assets | | | | | 126,678,056 | | |
| Liabilities: | | ||||||
| Securities sold short, at value (proceeds $1,408,725) | | | | | 1,411,892 | | |
| Payables: | | | | | | | |
| Investment securities purchased | | | | | 374,525 | | |
| Fund shares redeemed | | | | | 3,365,055 | | |
| Advisory fees | | | | | 57,428 | | |
| Auditing fees | | | | | 35,275 | | |
| Dividends and interest on securities sold short | | | | | 1,791 | | |
| Accrued other expenses | | | | | 32,485 | | |
| Total liabilities | | | | | 5,278,451 | | |
| Net Assets | | | | $ | 121,399,605 | | |
STATEMENT OF ASSETS AND LIABILITIES — Continued
As of March 31, 2021
| Components of Net Assets: | | | | | | | |
| Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | | | | $ | 115,131,335 | | |
| Total distributable earnings | | | | | 6,268,270 | | |
| Net Assets | | | | $ | 121,399,605 | | |
| Maximum Offering Price per Share: | | | | | | | |
| CIA Class Shares: | | | | | | | |
| Net assets applicable to shares outstanding | | | | $ | 121,399,605 | | |
| Shares of common stock issued and outstanding | | | | | 4,559,772 | | |
| Net asset value per share | | | | $ | 26.62 | | |
STATEMENT OF OPERATIONS
For the Fiscal Year Ended March 31, 2021
| Investment Income: | | | | | | | |
| Dividends | | | | $ | 1,813,077 | | |
| Interest | | | | | 3,488,004 | | |
| Total investment income | | | | | 5,301,081 | | |
| Expenses: | | | | | | | |
| Advisory fees | | | | | 449,488 | | |
| Fund services expense | | | | | 138,836 | | |
| Legal fees | | | | | 103,416 | | |
| Registration fees | | | | | 45,587 | | |
| Auditing fees | | | | | 40,684 | | |
| Dividends on securities sold short | | | | | 36,604 | | |
| Interest expense (see Note 10) | | | | | 33,715 | | |
| Shareholder reporting fees | | | | | 30,453 | | |
| Trustees’ fees and expenses | | | | | 29,000 | | |
| Excise tax expense | | | | | 23,564 | | |
| Interest on securities sold short | | | | | 23,504 | | |
| Chief Compliance Officer fees | | | | | 22,428 | | |
| Miscellaneous | | | | | 15,035 | | |
| Insurance fees | | | | | 13,184 | | |
| Total expenses | | | | | 1,005,498 | | |
| Advisory fees waived and other expenses absorbed | | | | | (34,167) | | |
| Net expenses | | | | | 971,331 | | |
| Net investment income | | | | | 4,329,750 | | |
| Realized and Unrealized Gain (Loss) on Investments, Securities Sold Short, and Warrants | | | | | | | |
| Net realized gain (loss) on: | | | | | | | |
| Investments | | | | | (267,217) | | |
| Securities sold short | | | | | (1,372) | | |
| Net realized loss | | | | | (268,589) | | |
| Net change in unrealized appreciation/depreciation on: | | | | | | | |
| Investments | | | | | 17,111,990 | | |
| Securities sold short | | | | | (69,739) | | |
| Net change in unrealized appreciation/depreciation | | | | | 17,042,251 | | |
| Net realized and unrealized gain on investments, securities sold short and warrants | | | | | 16,773,662 | | |
| Net Increase in Net Assets from Operations | | | | $ | 21,103,412 | | |
STATEMENT OF CHANGES IN NET ASSETS
| | | For the Year Ended March 31, 2021 | | | For the Year Ended March 31, 2020 | | ||||||
Increase (Decrease) in Net Assets from: | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | |
Net investment income | | | | $ | 4,329,750 | | | | | $ | 1,738,173 | | |
Net realized gain (loss) on investments, securities sold short, and warrants | | | | | (268,589) | | | | | | 612,600 | | |
Net change in unrealized appreciation/depreciation on investments, securities sold short, and warrants | | | | | 17,042,251 | | | | | | (9,711,181) | | |
Net increase (decrease) in net assets resulting from operations | | | | | 21,103,412 | | | | | | (7,360,408) | | |
Distributions to Shareholders: | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | |
CIA Class | | | | | (5,502,728) | | | | | | (1,816,644) | | |
From return of capital | | | | | | | | | | | | | |
CIA Class | | | | | − | | | | | | (35,787) | | |
Total distributions to shareholders | | | | | (5,502,728) | | | | | | (1,852,431) | | |
Capital Transactions: | | | | | | | | | | | | | |
Net proceeds from shares sold: | | | | | | | | | | | | | |
CIA Class | | | | | 52,444,571 | | | | | | 59,005,950 | | |
Reinvestment of distributions: | | | | | | | | | | | | | |
CIA Class | | | | | 1,014,971 | | | | | | 625,696 | | |
Cost of shares redeemed: | | | | | | | | | | | | | |
CIA Class | | | | | (11,229,077) | | | | | | (4,046,570) | | |
Net increase in net assets from capital transactions | | | | | 42,230,465 | | | | | | 55,585,076 | | |
Total increase in net assets | | | | | 57,831,149 | | | | | | 46,372,237 | | |
Net Assets: | | | | | | | | | | | | | |
Beginning of period | | | | | 63,568,456 | | | | | | 17,196,219 | | |
End of period | | | | $ | 121,399,605 | | | | | $ | 63,568,456 | | |
Capital Share Transactions: | | | | | | | | | | | | | |
Shares sold: | | | | | | | | | | | | | |
CIA Class | | | | | 2,100,333 | | | | | | 2,321,152 | | |
Shares reinvested: | | | | | | | | | | | | | |
CIA Class | | | | | 41,251 | | | | | | 24,493 | | |
Shares redeemed: | | | | | | | | | | | | | |
CIA Class | | | | | (441,858) | | | | | | (169,738) | | |
Net increase in capital share transactions | | | | | 1,699,726 | | | | | | 2,175,907 | | |
STATEMENT OF CASH FLOWS
For the Fiscal Year Ended March 31, 2021
| Increase (Decrease) in Cash: | | | | | | | |
| Cash flows provided by (used for) operating activities: | | | | | | | |
| Net increase in net assets resulting from operations | | | | $ | 21,103,412 | | |
| Adjustments to reconcile net increase in net assets from operations to net cash used for operating activities: | | | | | | | |
| Purchases of long-term portfolio investments | | | | | (71,623,201) | | |
| Sales of long-term portfolio investments | | | | | 35,780,117 | | |
| Proceeds from securities sold short | | | | | 1,745,814 | | |
| Cover short securities | | | | | (923,249) | | |
| Purchases of short-term investments, net | | | | | (4,186,792) | | |
| Return of capital dividends received | | | | | 1,125,704 | | |
| Increase in cash deposited with broker for securities sold short | | | | | (895,229) | | |
| Increase in dividends and interest receivable | | | | | (218,060) | | |
| Increase in Investments purchased in advance | | | | | (2,500,000) | | |
| Decrease in due from Advisor | | | | | 2,561 | | |
| Increase in prepaid expenses | | | | | (100,689) | | |
| Decrease in prepaid organization and offering costs | | | | | 210 | | |
| Increase in advisory fees | | | | | 57,428 | | |
| Increase in dividends and interest on securities sold short | | | | | 268 | | |
| Decrease in accrued expenses | | | | | (10,393) | | |
| Net amortization on investments | | | | | (134,615) | | |
| Net realized loss | | | | | 176,283 | | |
| Net change in unrealized appreciation/depreciation | | | | | (17,042,251) | | |
| Net cash used for operating activities | | | | | (37,642,682) | | |
| Cash flows provided by (used for) financing activities: | | | | | | | |
| Proceeds from shares sold | | | | | 52,730,426 | | |
| Cost of shares redeemed | | | | | (10,610,087) | | |
| Dividends paid to shareholders, net of reinvestments | | | | | (4,487,757) | | |
| Net cash provided by financing activities | | | | | 37,632,582 | | |
| Net decrease in cash | | | | | (10,100) | | |
| Cash: | | | | | | | |
| Beginning of period | | | | | 12,452 | | |
| End of period | | | | $ | 2,352 | | |
FINANCIAL HIGHLIGHTS
CIA Class
For a capital share outstanding throughout each period.
| | | For the Year Ended March 31, | | | For The Period June 12, 2017* Through March 31, 2018 | | ||||||||||||||||||
| | | 2021 | | | 2020 | | | 2019 | | |||||||||||||||
Net asset value, beginning of period | | | | $ | 22.23 | | | | | $ | 25.14 | | | | | $ | 24.77 | | | | | $ | 25.00 | | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income1 | | | | | 1.19 | | | | | | 1.01 | | | | | | 0.86 | | | | | | 0.08 | | |
Net realized and unrealized gain (loss) on investments | | | | | 4.73 | | | | | | (2.96) | | | | | | (0.06) | | | | | | (0.20) | | |
Total from investment operations | | | | | 5.92 | | | | | | (1.95) | | | | | | 0.80 | | | | | | (0.12) | | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | | | (1.41) | | | | | | (0.88) | | | | | | (0.28) | | | | | | (0.05) | | |
From net realized gains | | | | | (0.12) | | | | | | (0.06) | | | | | | (0.15) | | | | | | (0.06) | | |
From return of capital | | | | | — | | | | | | (0.02) | | | | | | — | | | | | | — | | |
Total distributions | | | | | (1.53) | | | | | ��� | (0.96) | | | | | | (0.43) | | | | | | (0.11) | | |
Redemption fee proceeds1 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net asset value, end of period | | | | $ | 26.62 | | | | | $ | 22.23 | | | | | $ | 25.14 | | | | | $ | 24.77 | | |
Total return | | | | | 22.75% | | | | | | (4.89)% | | | | | | 3.28% | | | | | | (0.50)%2 | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | | | $ | 121,400 | | | | | $ | 63,568 | | | | | $ | 17,196 | | | | | $ | 12,595 | | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
(including dividends, interest on securities sold short, excise tax, and interest expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived4,5 | | | | | 1.12% | | | | | | 1.36% | | | | | | 5.28% | | | | | | 6.89%3 | | |
After fees waived4,5 | | | | | 1.08% | | | | | | 1.05% | | | | | | 2.35% | | | | | | 2.45%3 | | |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
(including dividends, interest on securities sold short, excise tax, and interest expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | | | 4.78% | | | | | | 3.66% | | | | | | 0.49% | | | | | | (4.05)%3 | | |
After fees waived | | | | | 4.82% | | | | | | 3.97% | | | | | | 3.42% | | | | | | 0.39%3 | | |
Portfolio turnover rate | | | | | 43% | | | | | | 48% | | | | | | 374% | | | | | | 264%2 | | |
Notes to Financial Statements
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
| 2022 | | | | $ | 352,938 | | |
| 2023 | | | | $ | 134,973 | | |
| 2024 | | | | $ | 34,167 | | |
| Total | | | | $ | 522,078 | | |
Notes to Financial Statements — Continued
March 31, 2021
| Cost of investments | | | | $ | 113,971,371 | | |
| Gross unrealized appreciation | | | | $ | 8,289,325 | | |
| Gross unrealized depreciation | | | | | (2,167,302) | | |
| Net unrealized appreciation on investments | | | | $ | 6,122,023 | | |
| Increase (Decrease) | | |||
| Paid-in Capital | | | Total Distributable Earnings | |
| $157,236 | | | $(157,236) | |
| Undistributed ordinary income | | | | $ | 157,197 | | |
| Undistributed long-term capital gains | | | | | — | | |
| Tax accumulated earnings | | | | | 157,197 | | |
| Accumulated capital and other losses | | | | | (851,917) | | |
| Unrealized appreciation on investments | | | | | 6,122,023 | | |
| Total accumulated earnings | | | | $ | 5,427,303 | | |
Distribution paid from: | | | 2020 | | | 2019 | | ||||||
Ordinary income | | | | $ | 4,728,467 | | | | | $ | 1,273,602 | | |
Net long-term capital gains | | | | | 436,271 | | | | | | — | | |
Total taxable distributions | | | | $ | 5,164,738 | | | | | $ | 1,273,602 | | |
Notes to Financial Statements — Continued
March 31, 2021
| | | | Repurchase Offer | | | Repurchase Offer | | | Repurchase Offer | | | Repurchase Offer | |
| Commencement Date | | | May 15, 2020 | | | August 17, 2020 | | | December 1, 2020 | | | March 1, 2021 | |
| Repurchase Request | | | June 16, 2020 | | | September 16, 2020 | | | December 31, 2020 | | | March 31, 2021 | |
| Repurchase Pricing date | | | June 30, 2020 | | | September 30, 2020 | | | December 31, 2020 | | | March 31, 2021 | |
| Net Asset Value as of Repurchase Offer Date | | | | | | | | | | | |||
| CIA Class | | | $23.75 | | | $24.85 | | | $25.55 | | | $26.63 | |
| Amount Repurchased | | | | | | | | | | | | | |
| CIA Class | | | $666,520 | | | $5,195,165 | | | $2,002,338 | | | $3,365,055 | |
| Percentage of Outstanding Shares Repurchased | | | | | | | | | | | | | |
| CIA Class | | | 0.85% | | | 5.60%* | | | 2.01% | | | 2.71% | |
Notes to Financial Statements — Continued
March 31, 2021
Notes to Financial Statements — Continued
March 31, 2021
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | |||||
Investments | | | | | | | | | | | | | | | | | | | | | |||||
Asset-Backed Securities | | | | $ | — | | | | | $ | 18,393,165 | | | | | $ | 2,150,000 | | | | | $ | 20,543,165 | | |
Bank Loans | | | | | — | | | | | | — | | | | | | 13,143,120 | | | | | | 13,143,120 | | |
Closed-End Funds | | | | | 28,768,876 | | | | | | — | | | | | | — | | | | | | 28,768,876 | | |
Collateralized Mortgage Obligations | | | | | — | | | | | | 3,503,627 | | | | | | — | | | | | | 3,503,627 | | |
Common Stocks* | | | | | 2,140,176 | | | | | | — | | | | | | — | | | | | | 2,140,176 | | |
Corporate Bonds** | | | | | — | | | | | | 307,502 | | | | | | — | | | | | | 307,502 | | |
Exchange-Traded Debt Securities Financials | | | | | 411,213 | | | | | | 53,329 | | | | | | — | | | | | | 464,542 | | |
Mutual Funds | | | | | 6,579,970 | | | | | | — | | | | | | — | | | | | | 6,579,970 | | |
Rights | | | | | 8,137 | | | | | | — | | | | | | — | | | | | | 8,137 | | |
U.S. Treasury Bonds** | | | | | — | | | | | | 167,601 | | | | | | — | | | | | | 167,601 | | |
Units | | | | | 713,455 | | | | | | — | | | | | | — | | | | | | 713,455 | | |
Warrants | | | | | 67,880 | | | | | | — | | | | | | — | | | | | | 67,880 | | |
Short-Term investments | | | | | 9,529,527 | | | | | | — | | | | | | — | | | | | | 9,529,527 | | |
Subtotal | | | | $ | 48,219,234 | | | | | $ | 22,425,224 | | | | | $ | 15,293,120 | | | | | $ | 85,937,578 | | |
Closed End Funds | | | | | | | | | | | | | | | | | | | | | | $ | 11,638,655 | | |
Private Investment Funds | | | | | | | | | | | | | | | | | | | | | | $ | 23,929,053 | | |
Total Investments | | | | | | | | | | | | | | | | | | | | | | $ | 121,505,286 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stocks* | | | | $ | 73,711 | | | | | $ | — | | | | | $ | — | | | | | $ | 73,711 | | |
Exchange-Traded Funds | | | | | 1,338,181 | | | | | | — | | | | | | — | | | | | | 1,338,181 | | |
Total Securities Sold Short | | | | $ | 1,411,892 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,411,892 | | |
Notes to Financial Statements — Continued
March 31, 2021
| | | Asset-Backed Securities | | | Bank Loans | | | Common Stocks | | |||||||||
Balance as of March 31, 2020 | | | | $ | — | | | | | $ | 6,269,871 | | | | | $ | 670,838 | | |
Transfers into Level 3 | | | | | — | | | | | | — | | | | | | — | | |
Transfers out of Level 3 | | | | | — | | | | | | — | | | | | | — | | |
Total gains or losses for the period | | | | | |||||||||||||||
Included in earnings (or changes in net assets) | | | | | — | | | | | | (3,518,955) | | | | | | (11) | | |
Included in other comprehensive income | | | | | — | | | | | | — | | | | | | — | | |
Net purchases | | | | | 2,150,000 | | | | | | 10,392,204 | | | | | | — | | |
Net sales | | | | | — | | | | | | — | | | | | | (670,827) | | |
Balance as of March 31, 2021 | | | | $ | 2,150,000 | | | | | $ | 13,143,120 | | | | | $ | — | | |
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period | | | | $ | — | | | | | $ | 8.90 | | | | | $ | (307.95) | | |
Investments | | | Fair Value | | | Valuation Technique(s) | | | Unobservable Input | | | Range of Input | | ||||||
Asset-Backed Securities | | | | $ | 2,150,000 | | | | Recent Transaction Price | | | Recent Transaction Price | | | | | N/A | | |
Bank Loans | | | | $ | 13,143,120 | | | | Recent Transaction Price | | | Recent Transaction Price | | | | | N/A | | |
Notes to Financial Statements — Continued
March 31, 2021
FUND MANAGEMENT (Unaudited)
March 31, 2021
| | NAME, ADDRESS AND YEAR OF BIRTH | | | | POSITION(S) HELD WITH THE FUND | | | | LENGTH OF TIME SERVED | | | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | | | | NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY TRUSTEE | | | | OTHER DIRECTORSHIPS HELD BY TRUSTEES | | |
| | David G. Lee Year of Birth: 1952 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Chairman and Trustee | | | | Chairman since May 2019; Trustee Since Inception | | | | Retired (since 2012); President and Director, Client Opinions, Inc. (2003 – 2012); Chief Operating Officer, Brandywine Global Investment Management (1998 – 2002). | | | | 11 | | | | None | | |
| | Robert Seyferth Year of Birth: 1952 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Trustee | | | | Since Inception | | | | Retired (since 2009); Chief Procurement Officer/Senior Managing Director, Bear Stearns/JP Morgan Chase (1993 – 2009). | | | | 11 | | | | None | | |
| | Gary E. Shugrue Year of Birth: 1954 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Advisory Board Member | | | | Since December 2018 | | | | Managing Director, Veritable LP (2016 – Present); Founder/ President, Ascendant Capital Partners, LP (2001 – 2015). | | | | 7 | | | | Trustee, Quaker Investment Trust (5 portfolios) (registered investment company). | | |
FUND MANAGEMENT (Unaudited) — Continued
March 31, 2021
| | NAME, ADDRESS AND YEAR OF BIRTH | | | | POSITION(S) HELD WITH THE FUND | | | | LENGTH OF TIME SERVED | | | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | | | | NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY TRUSTEE | | | | OTHER DIRECTORSHIPS HELD BY TRUSTEES | | |
| | Terrance P. Gallagher** Year of Birth: 1958 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Trustee | | | | Since June 2020 | | | | Executive Vice President and Director of Fund Accounting, Administration and Tax; UMB Fund Services, Inc. (2007 – present). President, Investment Managers Series Trust II (registered investment company) (2013 – Present); Treasurer, American Independence Funds Trust (registered investment company) (2016 – 2018); Treasurer, Commonwealth International Series Trust (registered investment company) (2010 – 2015). | | | | 11 | | | | Trustee, Investment Managers Series Trust II (13 portfolios) (registered investment company). | | |
| | Michael Peck Year of Birth:1980 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | President | | | | Since Inception | | | | President and Co-CIO, Vivaldi Capital Management, LLC (2012 – Present); Portfolio Manager, Coe Capital Management (2010 – 2012); Senior Financial Analyst and Risk Manager, the Bond Companies (2006 – 2008). | | | | N/A | | | | N/A | | |
| | Chad Eisenberg Year of Birth: 1982 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Treasurer | | | | Since Inception | | | | Chief Operating Officer, Vivaldi Capital Management LLC (2012 – Present); Director, Coe Capital Management LLC (2010 – 2011). | | | | N/A | | | | N/A | | |
| | Perpetua Seidenberg Year of Birth: 1990 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Chief Compliance Officer | | | | Since June 2018 | | | | Compliance Director, Vigilant Compliance, LLC (an investment management services company) (2014 – Present); Auditor, PricewaterhouseCoopers (2012 – 2014). | | | | N/A | | | | N/A | | |
FUND MANAGEMENT (Unaudited) — Continued
March 31, 2021
| | NAME, ADDRESS AND YEAR OF BIRTH | | | | POSITION(S) HELD WITH THE FUND | | | | LENGTH OF TIME SERVED | | | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | | | | NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY TRUSTEE | | | | OTHER DIRECTORSHIPS HELD BY TRUSTEES | | |
| | Ann Maurer Year of Birth: 1972 c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212 | | | | Secretary | | | | Since September 2018 | | | | Senior Vice President, Client Services (2017 – Present); Vice President, Senior Client Service Manager (2013 – 2017), Assistant Vice President, Client Relations Manager (2002 – 2013); UMB Fund Services, Inc. | | | | N/A | | | | N/A | | |
FUND INFORMATION (Unaudited)
March 31, 2021
FUND INFORMATION (Unaudited) — Continued
March 31, 2021
FUND INFORMATION (Unaudited) — Continued
March 31, 2021
| | | | TICKER | | | CUSIP | | ||||||
| The Relative Value Fund – CIA Class Shares | | | | | VFLEX | | | | | | 75943J100 | | |
235 West Galena Street
Milwaukee, WI 53212
Toll Free: (877) 779-199
ITEM 1.(b) Not applicable.
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant’s board of trustees has determined that Mr. David G. Lee and Mr. Robert Seyferth are qualified to serve as the audit committee financial experts serving on its audit committee and that they are “independent,” as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
_________
(a) The aggregate fees billed for 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 are $37,500 for 2020 and $37,500 for 2021.
Audit-Related Fees
____________
(b) The aggregate fees billed for the last two fiscal years for assurance 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 are $0 for 2020 and $0 for 2021. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.
Tax Fees
_______
(c) The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $6,250 for 2020 and $6,500 for 2021.
All Other Fees
_________
(d) The aggregate fees billed for the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2020 and $0 for 2021.
(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The Registrant’s Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor’s engagement.
(e)(2) The percentage of 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 are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the fiscal period April 1, 2020 through March 31, 2021 that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2020 and $0 for 2021.
(h) The registrant’s 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 (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period 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.
Vivaldi Asset Management, LLC
Proxy Policy and Procedure
INTRODUCTION
Vivaldi Asset Management, LLC (“Vivaldi”) acts as either the advisor or sub-advisor to a number of registered investment companies (the “Funds”). In accord with Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, Vivaldi has adopted the following policies and procedures to provide information on Vivaldi’s proxy policy generally as well as on procedures for each of the Funds specifically (the “Proxy Policy and Procedure”). These policies and procedures apply only to Vivaldi. Investment managers engaged as sub-advisors for one of the Funds are required to vote proxies in accord with their own policies and procedures and any applicable management agreements.
GENERAL GUIDELINES
Vivaldi’s Proxy Policy and Procedure is designed to ensure that proxies are voted in a manner (i) reasonably believed to be in the best interests of the Funds and their shareholders1 and (ii) not affected by any material conflict of interest. Vivaldi considers shareholders’ best economic interests over the long term (i.e. addresses the common interest of all shareholders over time). Although shareholders may have differing political or social interests or values, their economic interest is generally uniform.
Vivaldi has adopted voting guidelines to assist in making voting decisions on common issues. The guidelines are designed to address those securities in which the Funds generally invest and may be revised in Vivaldi’s discretion. Any non-routine matters not addressed by the proxy voting guidelines are addressed on a case-by-case basis, taking into account all relevant facts and circumstances at the time of the vote, particularly where such matters have a potential for major economic impact on the issuer’s structure or operations. In making voting determinations, Vivaldi typically will rely on the individual portfolio managers who invest in and track particular companies as they are the most knowledgeable about, and best suited to make decisions regarding, particular proxy matters. In addition, Vivaldi may conduct research internally and/or use the resources of an independent research consultant. Vivaldi may also consider other materials such as studies of corporate governance and/or analyses of shareholder and management proposals by a certain sector of companies and may engage in dialogue with an issuer’s management.
Vivaldi acknowledges its responsibility to identify material conflicts of interest related to voting proxies. Vivaldi’s employees are required to disclose to the Chief Compliance Officer any personal conflicts, such as officer or director positions held by them, their spouses or close relatives, in any publicly traded company. Conflicts based on business relationships with Vivaldi, any affiliate or any person associated with Vivaldi will be considered only to the extent that Vivaldi has actual knowledge of such relationships. Vivaldi then takes appropriate steps to address identified conflicts. Typically, in those instances when a proxy vote may present a conflict between the interests of the Fund, on the one hand, and Vivaldi’s interests or the interests of a person affiliated with Vivaldi on the other, Vivaldi will abstain from making a voting decision and will document the decision and reasoning for doing so.
In some cases, the cost of voting a proxy may outweigh the expected benefits. For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person. Vivaldi may abstain from voting a proxy if the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant.
In certain cases, securities on loan as part of a securities lending program may not be voted. Nothing in the proxy voting policies shall obligate Vivaldi to exercise voting rights with respect to a portfolio security if it is prohibited by the terms of the security or by applicable law or otherwise.
Vivaldi will not discuss with members of the public how they intend to vote on any particular proxy proposal.
1 Actions taken in accord with the best interests of the Funds and their shareholders are those which align most closely with the Funds’ stated investment objectives and strategies
SPECIAL CONSIDERATIONS
The Funds are subject to the restrictions of Sections 12(d)(1)(A) and (B) of the Investment Company Act of 1940. Generally, these provisions require that any fund and any entity controlled by that fund (including ETFs that are registered investment companies), in the aggregate, (i) may not own more than three percent (3%) of the total outstanding voting securities of any registered open-end or closed-end investment company, including money market funds; (ii) may not own an amount greater than 5% of the fund’s total assets in the securities of any investment company; and (iii) may invest more than 10% of its total assets in the securities of other investment companies.2 Section 12(d)(1)(F) of the Act provides that the Section 12(d)(1) limitations do not apply to the securities acquired by a fund if (i) immediately after the purchase or acquisition of not more than 3% of the total outstanding stock of such registered investment company is owned by the fund and all affiliated persons of the fund, and (ii) the fund is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public or offering price which includes a sales load of more than one and a half percent (1.5%). In the event that one of Funds relies upon Section 12(d)(1)(F), Vivaldi, acting on behalf of the Fund, will, when voting with respect to any investment company owned by the Fund, comply with either of the following voting restrictions:
Seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or
Vote the shares held by the Fund in the same proportion as the vote of all other holders of such security.
ISS PROXYEDGE
Vivalidi has entered into a contractual relationship with Institutional Shareholder Services Inc. (“ISS”) through which ISS provides certain proxy management services to Vivaldi’s portfolio management teams. Specifically, ISS (i) provides access to the ISS ProxyExchange web-based voting and research platform to access vote recommendations, research reports, execute vote instructions and run reports relevant to Subscriber’s proxy voting environment; (ii) implements and maps Vivaldi’s designated proxy voting policies to applicable accounts and generates vote recommendations based on the application of such policies; and (iii) monitors Vivaldi’s incoming ballots, performs ballot-to-account reconciliations with Vivaldi and its third party providers to help ensure that ISS is receiving all ballots for which Vivaldi has voting rights.
ISS provides two options for how proxy ballots are executed:
1. | Implied Consent: ISS executes ballots on Vivaldi’s behalf based on policy guidelines chosen at the time Vivaldi entered into the relationship with ISS. |
2. | Mandatory Signoff: ISS is not permitted to mark or process any ballot on Vivaldi’s behalf without first receiving Vivaldi’s specific voting instructions via ProxyExchange. |
Vivaldi has opted for Option 1. Implied Consent and in so doing has chosen to allow ISS to vote proxies on its behalf “with management’s recommendations.” Vivaldi has the option however to change its vote from the “with management’s recommendations” default at any point prior to the voting deadline if the portfolio managers following the subject company determine it is in the best interests of the Funds and their shareholders to do so. In those instances when the subject company’s management has not provided a voting recommendation, Vivaldi will either vote based on its own determination of what would align most closely with the best interests of the Funds and their shareholders or will opt to allow ISS to submit an “abstain” vote on its behalf. In addition, in those limited instances when share blocking3 may apply, Vivaldi has instructed ISS not to cast a vote on Vivaldi’s behalf unless Vivaldi provides specific instructions via ProxyExchange.
2 The three percent (3%) limit is measured at the time of investment.
3 Proxy voting in certain countries requires share blocking. Shareholders wishing to vote their proxies must deposit their shares shortly before the meeting date with a designated depositary. During this blocking period, any shares held by the designated depositary cannot be sold until the meeting has taken place and the shares have been returned to Vivaldi’s custodian banks. Vivaldi generally opts not to participate in share blocking proxies given these restrictions on their ability to trade.
FUND-SPECIFIC POLICIES AND PROCEDURES
Infinity Core Alternative Fund (“ICAF”)
ICAF is a “fund of funds” that invests primarily in general or limited partnerships, funds, corporations, trusts or other investment vehicles (collectively, “Investment Funds”). While it is unlikely that ICAF will receive notices or proxies from Investment Funds (or in connection with any other portfolio securities), to the extent that ICAF does receive such notices or proxies and ICAF has voting interests in such Investment Funds, the responsibility for decisions regarding proxy voting for securities held by ICAF lies with Vivaldi as ICAF’s advisor. Vivaldi will vote such proxies in accordance with the proxy policies and procedures noted above.
ICAF will be required to file Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. The Fund’s Form N PX filing will be available: (i) without charge, upon request, by calling 1.877.779.1999 or (ii) by visiting the SEC’s website at www.sec.gov.
All Other Funds
With the exception of the Vivaldi Merger Arbitrage Fund and First Trust Merger Arbitrage ETF, the Funds for which Vivaldi is presently either an advisor or a sub-advisor are managed by multiple internal and external portfolio management teams. As is noted above, the policies and procedures outlined within this Proxy Policy and Procedure apply to those securities being held in that portion of the Funds’ portfolios managed by a Vivaldi portfolio manager only.
Each Fund will be required to file Form N-PX annually, with its complete proxy voting record for the twelve months immediately prior to the Fund’s year-end, no later than sixty (60) days following the Fund’s year-end. The Fund’s Form N-PX filing will be available: (i) without charge, upon request, from the Fund’s administrator or (ii) by visiting the SEC’s website at www.sec.gov.
Angel Oak Capital Advisors
PROXY POLICY AND PROCEDURE
Angel Oak Capital Advisors, LLC (“Angel Oak” or the “Firm”), as a matter of policy and as a fiduciary to our Clients1,1has responsibility for voting proxies for portfolio securities consistent with the best economic interests of our Clients.
Investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”), which exercise voting authority with respect to Client securities, are required by Rule 206(4)-6 of the Investment Advisers Act of 1940 to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that Client securities are voted in the best interests of Clients, which must include how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its Clients; (b) to disclose to Clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to Clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its Clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.
Angel Oak will vote all proxies in the best interests of Clients and in accordance with the procedures outlined below, unless otherwise mandated by investment management agreement or applicable law. Our policy includes the responsibility to monitor corporate actions, receive and vote Client proxies, and disclose any potential conflicts of interest as well as making information available to Clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.
1 Clients of Angel Oak include: Publicly offered open-end and closed-end registered investment companies registered under the Investment Company Act of 1940 (“Registered Funds”); private investment funds organized as onshore or offshore pooled investment vehicles exempt from registration under the Investment Company Act of 1940 (“Private Funds”); and institutional and individual investors (“Separately Managed Accounts”).
Voting Procedures
· | All proxies that are sent to Clients and received by Angel Oak to vote on behalf of Clients will be logged by Angel Oak Operations personnel and provided to the portfolio manager responsible for the asset class subject to the proxy. |
· | The portfolio manager will determine which Client accounts hold the security to which the proxy relates. |
· | Prior to voting any proxy, the portfolio manager, in consultation with the Chief Compliance Officer (“CCO”) if necessary, will determine if there are any conflicts of interest related to the proxy. If a conflict is identified, the conflict will be addressed as outlined below. |
· | Absent material conflicts, the portfolio manager will determine how Angel Oak should vote the proxy in accordance with applicable voting guidelines. Operations personnel will vote the proxy per the portfolio manager’s instructions in a timely and appropriate manner. |
Voting Guidelines
· | In the absence of specific voting guidelines from the Client, Angel Oak will vote proxies in the best interests of each particular Client. Angel Oak’s policy is to vote all proxies from a specific issuer the same way for each Client absent qualifying restrictions from a Client. Clients are permitted to place reasonable restrictions on Angel Oak’s voting authority in the same manner that they may place such restrictions on the selection of account securities or other investment guidelines. |
· | Angel Oak will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors, absent conflicts of interest raised by an auditor’s non-audit services. Angel Oak will seek to maximize long-term value for Clients, protect Clients’ rights, and promote governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. |
· | Angel Oak will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights. |
· | In reviewing proposals, Angel Oak will further consider the opinion of management as well as the effect of the proposal on management, shareholder value, and the issuer’s business practices. |
· | In certain circumstances, Angel Oak may refrain from voting where the economic or other opportunity cost of voting a company’s proxy exceeds any anticipated benefits of that proxy proposal. In each situation, the portfolio manager’s decision not to vote will be documented, reviewed by Compliance, and retained in the Firm’s books and records. |
Conflicts of Interest
· | Angel Oak will identify any conflicts that exist between the interests of Angel Oak and the Client by reviewing the relationship of Angel Oak with the issuer of each security to determine if Angel Oak or any of its employees has any financial, business, or personal relationship with the issuer. |
· | If a material conflict of interest exists, the CCO will disclose the conflict to the affected Client(s), to give the Client(s) an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third-party voting recommendation. |
· | Angel Oak will maintain a record of the voting resolution of any conflict of interest. |
Client Requests for Information
· | All Client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to the CCO. |
· | In response to any request, the CCO will prepare a written response to the Client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how Angel Oak voted the Client’s proxy with respect to each proposal about which the Client inquired. |
Use of Third-Party Proxy Advisory Services
The SEC has noted that registered investment advisers may prove that proxies were voted in the best interest of their clients by casting votes based on recommendations of independent third-parties. Currently, Angel Oak predominantly trades fixed-income products which generally have little to no voting authority and therefore very few proxies are voted by Angel Oak. Given the limited level of proxies, Angel Oak has not engaged a third-party proxy advisory service. In the future, Angel Oak may engage such a service. At that time, Angel Oak would be required to vet the independence of the firm engaged to cast those votes, ascertain whether the firm has the capacity and competency to adequately analyze proxy voting issues, evaluate the staffing adequacy and quality of the firm’s personnel, and review the robustness of the firm’s policies and procedures to ensure accurate votes and mitigate conflicts of interest.
Certification
Given the limited level of proxies that Angel Oak expects to see in addition to the expectation of portfolio manager’s in-depth level of monitoring and knowledge of their issuer positions, Compliance expects portfolio managers to certify each quarter, as part of a portfolio manager certification, that all proxies, if any, for their positions have been voted in the best interest of the Clients. Compliance expects that such certification will demonstrate that Angel Oak personnel are constantly reminded of their obligations under this policy even in extended periods of little to zero proxy activities for the Firm’s positions.
Recordkeeping
Angel Oak will retain the following proxy records in accordance with the SEC’s five-year retention requirement.
· | These policies and procedures and any amendments; |
· | Each proxy statement that Angel Oak receives; |
· | A record of each vote that Angel Oak casts; |
· | Any document Angel Oak created that was material to making a decision on how to vote proxies, or that memorializes that decision including periodic reports to the CCO or proxy committee, if applicable; |
· | Any documentation of a determination that a conflict of interest exists and the resolution of that conflict; and |
· | A copy of each written request from a Client for information on how Angel Oak voted such Client’s proxies, and a copy of any written response. |
RiverNorth Capital Management
PROXY VOTING POLICIES AND PROCEDURES
Pursuant to the recent adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisers Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.
In its standard investment advisory agreement, RiverNorth Capital Management, LLC (RiverNorth Capital) specifically states that it does not vote proxies and the client, including clients governed by ERISA, is responsible for voting proxies. Therefore, RiverNorth Capital will not vote proxies for these clients. However, RiverNorth Capital will vote proxies on behalf of investment company clients (“Funds”). RiverNorth Capital has instructed all custodians, other than Fund custodians, to forward proxies directly to its clients, and if RiverNorth Capital accidentally receives a proxy for any non-Fund client, current or former, the Chief Compliance Officer will promptly forward the proxy to the client. In order to fulfill its responsibilities to Funds, RiverNorth Capital (hereinafter “we” or “our”) has adopted the following policies and procedures for proxy voting with regard to companies in any Fund’s investment portfolios.
KEY OBJECTIVES
The key objectives of these policies and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company’s board of directors. While “ordinary business matters” are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.
Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:
Accountability. Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.
Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.
Transparency. Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.
DECISION METHODS
We generally believe that the individual portfolio managers that invest in and track particular companies are the most knowledgeable and best suited to make decisions with regard to proxy votes. Therefore, we rely on those individuals to make the final decisions on how to cast proxy votes.
No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly.
In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and our interests or the interests of a person affiliated with us, on the other. In such a case, we will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to enable the client to cast the votes.
Notwithstanding the forgoing, the following policies will apply to investment company shares owned by a Fund. Under Section 12(d)(l) of the Investment Company Act of 1940, as amended, (the “1940 Act”), a fund may only invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the outstanding voting stock of any one investment company or invest more than l0% of its total assets in the securities of other investment companies. However, Section 12(d)(l)(F) of the l 940 Act provides that the provisions of paragraph 12(d)(l ) shall not apply to securities purchased or otherwise acquired by a fund if (i) immediately after such purchase or acquisition not more than 3% of the total outstanding stock of such registered investment company is owned by the fund and all affiliated persons of the fund; and (ii) the fund is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public or offering price which includes a sales load of more than l Y,% percent. Therefore, each Fund (or the Adviser acting on behalf of the Fund) must comply with the following voting restrictions unless it is determined that the Fund is not relying on Section 12(d)( l )(F):
• | when the Fund exercises voting rights, by proxy or otherwise, with respect to any investment company owned by the Fund, the Fund will either |
o | seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or |
o | vote the shares held by the Fund in the same proportion as the vote of all other holders of such security. |
PROXY VOTING GUIDELINES
Election of the Board of Directors
We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that turnover in board composition promotes independent board action, fresh approaches to governance, and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent independent directors.
The election of a company’s board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.
Approval of Independent Auditors
We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.
We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non audit relationship with a company to determine whether we believe independence has been, or could be, compromised.
Equity-based compensation plans
We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.
We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:
I . Requiring senior executives to hold stock in a company.
2. Requiring stock acquired through option exercise to be held for a certain period of time.
These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.
Corporate Structure
We view the exercise of shareholders’ rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.
Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company’s by- laws by a simple majority vote.
We will generally support the ability of shareholders to cumulate their votes for the election of directors.
Shareholder Rights Plans
While we recognize that there are arguments both in favor of and against shareholder rights plans, also known as poison pills, such measures may tend to entrench current management, which we generally consider to have a negative impact on shareholder value. Therefore, while we will evaluate such plans on a case by case basis, we will generally oppose such plans.
CLIENT INFORMATION
A copy of these Proxy Voting Policies and Procedures is available to our clients, without charge, upon request, by calling 1-800-646-0148. We will send a copy of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.
In addition, we will provide each client, without charge, upon request, information regarding the proxy votes cast by us with regard to the client’s securities.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The following table provides biographical information about the members of Vivaldi Asset Management, LLC (the “Investment Manager”) and RiverNorth Capital Management, LLC and Angel Oak Capital Advisors, LLC (the “Sub-Advisers”), who are primarily responsible for the day-to-day portfolio management of The Relative Value Fund as of March 31, 2021:
Name of Portfolio Management Team Member | Title | Length of Time of Service to the Fund | Business Experience During the Past 5 Years | Role of Portfolio Management Team Member |
Michael Peck | President & Co-Chief Investment Officer | Since Inception | President, Co-Chief Investment Officer, and Portfolio Manager, Vivaldi Capital Management, LLC (2012 – present) | Portfolio Management |
Scott Hergott | Director of Research & Co-Chief Investment Officer | Since Inception | Director of Research, Co-Chief Investment Officer, and Portfolio Manager, Vivaldi Capital Management, LLC (2013 – present) | Portfolio Management |
Brian Murphy | Senior Research Analyst | Since Inception | Senior Research Analyst and Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Director, Voyager Management, LLC (2010 – 2014) | Portfolio Management |
Jeff O’Brien | Portfolio Manager | Since Inception | Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Founder and Managing Member of Glenfinnen Capital, LLC (2000 – 2014) | Portfolio Management |
Daniel Lancz | Portfolio Manager | Since Inception | Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Director of Research, Glenfinnen Capital, LLC (2003 – 2014) | Portfolio Management |
Patrick Galley | Chief Executive Officer, Chief Investment Officer, Portfolio Manager | Since inception | CIO/PM, RiverNorth Capital Management, LLC (2004-present). CEO, RiverNorth Capital Management, LLC (2020-present). | Portfolio Management |
Steve O’Neill | Portfolio Manager | Since inception | PM, RiverNorth Capital Management, LLC (2007-present). | Portfolio Management |
Sreeni Prabu | Managing Partner, Co-CEO, & Group Chief Investment Officer | 10/26/2017 | Managing Partner, Co-CEO, & Group Chief Investment Officer, Angel Oak Capital Advisors, 2009-present | Portfolio Management |
Sam Dunlap | Chief Investment Officer-Public Strategies | 10/26/2017 | Chief Investment Officer-Public Strategies, Angel Oak Capital Advisors, 2009-present | Portfolio Management |
Berkin Kologlu | Senior Portfolio Manager | 10/26/2017 | Senior Portfolio Manager, Angel Oak Capital Advisors, 2013-present | Portfolio Management |
Colin McBurnette | Senior Portfolio Manager | 10/26/2017 | Senior Portfolio Manager, Angel Oak Capital Advisors, 2012-present | Portfolio Management |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than The Relative Value Fund, for which the members of the Investment Committee of the Investment Manager and Sub-Advisers are primarily responsible for the day-to-day portfolio management as of March 31, 2021:
Name of Portfolio Management Team Member | Number of Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based: | Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee: | ||||
Name | Registered investment companies | Other pooled investment vehicles | Other accounts | Registered investment companies | Other pooled investment vehicles | Other accounts |
Michael Peck | Zero Accounts | 1 account $38.9M | Zero Accounts | 2 accounts $49M | 2 accounts $27.2M | Zero Accounts |
Scott Hergott | Zero Accounts | 1 account $38.9M | Zero Accounts | 2 accounts $49M | 9 accounts $121M | Zero Accounts |
Brian Murphy | Zero Accounts | 1 account $38.9M | Zero Accounts | 2 accounts $49M | 10 accounts $122.2M | Zero Accounts |
Jeff O’Brien | Zero Accounts | 1 account $14.6M | Zero Accounts | 3 accounts $610M | Zero Accounts | Zero Accounts |
Daniel Lancz | Zero Accounts | 1 account $14.6M | Zero Accounts | 3 accounts $610M | Zero Accounts | Zero Accounts |
Patrick Galley | Zero Accounts | 4 accounts $788M | 1 account $28M | 12 accounts $4.3B | Zero Accounts | 1 account $5.3M |
Steve O’Neill | Zero Accounts | 4 accounts $788M | 1 account $28M | 11 accounts $4.1B | Zero Accounts | 1 account $5.3M |
Sreeni Prabu | Zero Accounts | 10 accounts $1.5B | Zero Accounts | 6 accounts $8.3B | 3 accounts $966M | Zero Accounts |
Sam Dunlap | Zero Accounts | Zero Accounts | Zero Accounts | 3 accounts $6.7B | 1 account $939M | 15 accounts $469M |
Berkin Kologlu | Zero Accounts | 1 account $98.1M | Zero Accounts | 4 accounts $6.7B | 1 account $939M | 6 accounts $327M |
Colin McBurnette | Zero Accounts | 1 account $98.1M | Zero Accounts | 4 accounts $7.8B | 3 accounts $966M | 3 accounts $7.9M |
Conflicts of Interest
The Investment Manager, Sub-Advisers and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:
The management of multiple funds and/or other accounts may result in the Investment Manager, a Sub-Adviser or Portfolio Manager devoting unequal time and attention to the management of each fund and/or other account. The Investment Manager seeks to manage such competing interests for the time and attention of a Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Most other accounts managed by a Portfolio Manager are managed using the same investment models that are used in connection with the management of the Fund.
If the Investment Manager, a Sub-Adviser or Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Investment Manager and Sub-Advisers have adopted procedures for allocating portfolio transactions across multiple accounts.
The Investment Manager and Sub-Advisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(a)(3) Compensation Structure of Portfolio Manager
Compensation of the Investment Committee
The members of the Investment Committee are not directly compensated for their work with respect to the Fund; however, each member of the Investment Committee is an equity owner of the parent company of the Investment Manager or Sub-Adviser and therefore benefits indirectly from the revenue generated from the Sub-Advisory Agreement.
(a)(4) Disclosure of Securities Ownership
Portfolio Management Team’s Ownership of Shares
Name of Portfolio Management Team Member: | Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member: |
Michael Peck | None |
Scott Hergott | $50,001 - $100,000 |
Brian Murphy | $0 - $10,000 |
Jeff O’Brien | None |
Daniel Lancz | None |
Patrick Galley | None |
Steve O’Neill | None |
Sreeni Prabu | None |
Sam Dunlap | None |
Berkin Kologlu | None |
Colin McBurnette | None |
(b) Not Applicable
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(3) Not applicable.
(a)(4) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | The Relative Value Fund |
By (Signature and Title)* | /s/ Michael Peck | |
Michael Peck, President | ||
(Principal Executive Officer) |
Date | June 9, 2021 |
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/ Michael Peck | |
Michael Peck, President | ||
(Principal Executive Officer) |
Date | June 9, 2021 |
By (Signature and Title)* | /s/ Chad Eisenberg | |
Chad Eisenberg, Treasurer | ||
(Principal Financial Officer) |
Date | June 9, 2021 |
* Print the name and title of each signing officer under his or her signature.