SEMI-ANNUAL REPORT
NORTH SQUARE OAK RIDGE SMALL CAP GROWTH FUND
NORTH SQUARE DYNAMIC SMALL CAP FUND
NORTH SQUARE OAK RIDGE ALL CAP GROWTH FUND
NORTH SQUARE MULTI STRATEGY FUND
NORTH SQUARE OAK RIDGE DIVIDEND GROWTH FUND
NOVEMBER 30, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website, www.northsquareinvest.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by contacting your financial intermediary, such as a broker-dealer or bank, or, if you are a direct investor, by calling the Funds toll-free at 1-855-551-5521.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call the Funds toll-free at 1-855-551-5521 to let the Funds know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary.
| North Square Investments | www.northsquareinvest.com |
North Square Funds
Table of Contents
Fund Performance | | 1 |
Schedules of Investments | | 6 |
Statements of Assets and Liabilities | | 26 |
Statements of Operations | | 28 |
Statements of Changes in Net Assets | | 30 |
Financial Highlights | | 35 |
Notes to Financial Statements | | 42 |
Supplemental Information | | 52 |
Expense Examples | | 59 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the North Square Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.
www.northsquareinvest.com
North Square Oak Ridge Small Cap Growth Fund
FUND PERFORMANCE at November 30, 2020 (Unaudited)
| | Average Annual | |
| | | | | Since | Inception |
Total Returns as of November 30, 2020 | 6 Month | 1 Year | 5 Year | 10 Year | Inception | Date |
Before deducting maximum sales charge | | | | | | |
Class A1 | 29.63% | 22.28% | 10.42% | 10.88% | 10.28% | 01/03/94 |
Class I2 | 29.81% | 22.60% | 10.74% | 11.24% | 11.94% | 12/29/09 |
After deducting maximum sales charge | | | | | | |
Class A1 | 22.18% | 15.25% | 9.12% | 10.23% | 10.03% | 01/03/94 |
Russell 2000 Growth Total Return Index | 31.89% | 25.95% | 13.19% | 13.30% | 8.31% | 01/03/94 |
Russell 2000 Total Return Index | 31.36% | 13.59% | 10.25% | 11.13% | 9.02% | 01/03/94 |
1 | Maximum sales charge for Class A shares is 5.75%. No initial sales charge applies on investments of $500,000 or more, but a contingent deferred sales charge (“CDSC”) of 1.00% will be imposed on certain redemptions of such shares within 12 months of the date of purchase. |
2 | Class I shares do not have any initial or contingent deferred sales charge. |
The Fund acquired all assets and assumed the liabilities of the Oak Ridge Small Cap Growth Fund (the “Predecessor Fund”) effective the close of business on May 10, 2019. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the table above for periods prior to the close of business on May 10, 2019 reflect the performance of the Predecessor Fund.
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.
Gross and net expense ratios for Class A shares were 2.07% and 1.40%, respectively, and for Class I shares were 1.79% and 1.15%, respectively, which were the amounts stated in the current prospectus dated September 30, 2020. Expense ratios reported for other periods in the Financial Highlights section of this report may differ. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.39%, and 1.14% of the average daily net assets of the Fund’s Class A and Class I, shares, respectively. This agreement is in effect until September 30, 2021, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
North Square Dynamic Small Cap Fund
FUND PERFORMANCE at November 30, 2020 (Unaudited)
| | Average Annual | |
| | | | | Since | Inception |
Total Returns as of November 30, 2020 | 6 Month | 1 Year | 5 Year | 10 Year | Inception | Date |
Class I | 28.60% | 12.37% | 10.42% | 13.48% | 13.74% | 11/01/08 |
Russell 2000 Total Return Index | 31.36% | 13.59% | 10.25% | 11.13% | 12.17% | 11/01/08 |
The Fund acquired all assets and assumed the liabilities of the Oak Ridge Dynamic Small Cap Fund (the “Predecessor Fund”) effective the close of business on May 10, 2019. The Predecessor Fund commenced operations on September 30, 2015 after the conversion of the Algert Global U.S. Small Cap account (the “Predecessor Account”). As a result of each reorganization, the Fund is the accounting successor of each the Predecessor Fund and Predecessor Account. Performance results shown in the performance table above between May 10, 2019 and September 30, 2015 represent the performance of the Predecessor Fund, and performance results shown prior to September 30, 2015 represent the performance of the Predecessor Account. The Predecessor Account was not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain restrictions imposed by the 1940 Act on registered investment companies and by the Internal Revenue Code of 1986 on regulated investment companies. If the Predecessor Account had been registered under the 1940 Act, the Predecessor Account’s performance may have been adversely affected.
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.
Gross and net expense ratios for Class I shares were 2.23% and 1.15%, respectively, which were the amounts stated in the current prospectus dated September 30, 2020. Expense ratios reported for other periods in the Financial Highlights section of this report may differ. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.15% of the average daily net assets of the Fund’s Class I shares. This agreement is in effect until September 30, 2029, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
North Square Oak Ridge All Cap Growth Fund
FUND PERFORMANCE at November 30, 2020 (Unaudited)
| | Average Annual | |
| | | | Since | Inception |
Total Returns as of November 30, 2020 | 6 Month | 1 Year | 3 Year | Inception | Date |
Class I | 22.46% | 32.01% | 20.69% | 18.72% | 07/29/16 |
Russell 3000 Growth Total Return Index | 26.18% | 35.73% | 20.86% | 21.16% | 07/29/16 |
The Fund acquired all assets and assumed the liabilities of the Oak Ridge Disciplined Growth Fund (the “Predecessor Fund”) effective the close of business on May 10, 2019. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the table above for periods prior to the close of business on May 10, 2019 reflect the performance of the Predecessor Fund.
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.
Gross and net expense ratios for the Class I shares were 1.89% and 0.96%, respectively, which were stated in the current prospectus dated September 30, 2020. Expense ratios reported for other periods in the Financial Highlights section of this report may differ. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses does not exceed 0.95% of the average daily net assets of the Fund’s Class I shares. This agreement is in effect until September 30, 2029, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares.
North Square Multi Strategy Fund
FUND PERFORMANCE at November 30, 2020 (Unaudited)
| | Average Annual | |
| | | | | Since | Inception |
Total Returns as of November 30, 2020 | 6 Month | 1 Year | 5 Year | 10 Year | Inception | Date |
Before deducting maximum sales charge | | | | | | |
Class A1 | 19.71% | 14.23% | 9.68% | 10.94% | 5.57% | 03/01/99 |
Class I2 | 19.95% | 15.03% | 10.06% | 11.17% | 7.75% | 08/10/04 |
After deducting maximum sales charge | | | | | | |
Class A1 | 12.82% | 7.66% | 8.39% | 10.28% | 5.29% | 03/01/99 |
Russell 3000 Total Return Index3 | 22.59% | 19.02% | 13.95% | 14.04% | 7.52% | 03/01/99 |
Russell 3000 Growth Total Return Index | 26.18% | 35.73% | 19.11% | 17.02% | 7.52% | 03/01/99 |
1 | Maximum sales charge for Class A shares is 5.75%. No initial sales charge applies on investments of $500,000 or more, but a contingent deferred sales charge (“CDSC”) of 1.00% will be imposed on certain redemptions of such shares within 12 months of the date of purchase. |
2 | Class I shares do not have any initial or contingent deferred sales charge. |
3 | The Russell 3000 Total Return Index has replaced the Russell 3000 Growth Total Return Index as the Fund’s primary benchmark. The Advisor believes the new index better reflects the Fund’s investments. |
The Fund acquired all assets and assumed the liabilities of the Oak Ridge Multi Strategy Fund (the “Predecessor Fund”) effective the close of business on May 10, 2019. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the table above for periods prior to the close of business on May 10, 2019 reflect the performance of the Predecessor Fund.
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.
Gross and net expense ratios for Class A shares were 2.85% and 2.25%, respectively, and for Class I shares were 2.43% and 1.95%, respectively, which were the amounts stated in the current prospectus dated September 30, 2020. Expense ratios reported for other periods in the Financial Highlights section of this report may differ. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.20%, and 1.17% of the average daily net assets of the Fund’s Class A and Class I shares, respectively. This agreement is in effect until September 30, 2029, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
North Square Oak Ridge Dividend Growth Fund
FUND PERFORMANCE at November 30, 2020 (Unaudited)
| | Average Annual | |
| | | | | Since | Inception |
Total Returns as of November 30, 2020 | 6 Month | 1 Year | 3 Year | 5 Year | Inception | Date |
Class I | 17.63% | 12.33% | 12.54% | 12.97% | 12.33% | 06/28/13 |
S&P 500 Total Return Index | 19.98% | 17.46% | 13.17% | 13.99% | 13.86% | 06/28/13 |
The Fund acquired all assets and assumed the liabilities of the Oak Ridge Dividend Growth Fund (the “Predecessor Fund”) effective the close of business on May 10, 2019. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the table above for periods prior to the close of business on May 10, 2019 reflect the performance of the Predecessor Fund.
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.
Gross and net expense ratios for Class I shares were 1.90% and 1.01%, respectively, which were the amounts stated in the current prospectus dated September 30, 2020. Expense ratios reported for other periods in the Financial Highlights section of this report may differ. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.00% of the average daily net assets of the Fund’s Class I shares. This agreement is in effect until September 30, 2029, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
North Square Oak Ridge Small Cap Growth Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS – 94.1% | | | |
| | | | | |
| | CONSUMER DISCRETIONARY – 12.4% | | | |
| 6,728 | | Burlington Stores, Inc.* | | $ | 1,470,337 | |
| 11,565 | | Five Below, Inc.* | | | 1,808,766 | |
| 45,161 | | frontdoor, inc.* | | | 2,137,922 | |
| 67,681 | | National Vision Holdings, Inc.* | | | 2,897,424 | |
| 39,493 | | Ollie’s Bargain Outlet Holdings, Inc.* | | | 3,477,753 | |
| 10,221 | | Pool Corp. | | | 3,537,590 | |
| 49,239 | | YETI Holdings, Inc.* | | | 3,110,428 | |
| | | | | | 18,440,220 | |
| | | CONSUMER STAPLES – 5.9% | | | | |
| 74,344 | | BJ’s Wholesale Club Holdings, Inc.* | | | 3,047,360 | |
| 51,172 | | Grocery Outlet Holding Corp.* | | | 1,976,263 | |
| 157,198 | | Nomad Foods Ltd.*1 | | | 3,796,332 | |
| | | | | | 8,819,955 | |
| | | FINANCIALS – 2.1% | | | | |
| 7,487 | | Kinsale Capital Group, Inc. | | | 1,798,078 | |
| 20,255 | | Palomar Holdings, Inc.* | | | 1,338,855 | |
| | | | | | 3,136,933 | |
| | | HEALTH CARE – 34.6% | | | | |
| 12,025 | | Acceleron Pharma, Inc.* | | | 1,419,792 | |
| 5,370 | | argenx SE – ADR*1 | | | 1,540,223 | |
| 31,203 | | Arrowhead Pharmaceuticals, Inc.* | | | 1,951,124 | |
| 42,679 | | AtriCure, Inc.* | | | 1,855,683 | |
| 27,912 | | Axonics Modulation Technologies, Inc.* | | | 1,225,058 | |
| 14,587 | | Axsome Therapeutics, Inc.* | | | 1,057,412 | |
| 13,690 | | Biohaven Pharmaceutical Holding Co Ltd.*1 | | | 1,217,725 | |
| 11,131 | | Blueprint Medicines Corp.* | | | 1,203,038 | |
| 27,893 | | CONMED Corp. | | | 2,842,018 | |
| 23,335 | | Emergent BioSolutions, Inc.* | | | 1,911,836 | |
| 64,656 | | Halozyme Therapeutics, Inc.* | | | 2,528,050 | |
| 97,277 | | Heron Therapeutics, Inc.* | | | 1,685,810 | |
| 19,401 | | Horizon Therapeutics Plc*1 | | | 1,366,412 | |
| 36,525 | | Insmed Inc.* | | | 1,424,840 | |
| 18,151 | | Inspire Medical Systems, Inc.* | | | 3,371,367 | |
| 5,142 | | Insulet Corp.* | | | 1,325,145 | |
| 17,683 | | LHC Group, Inc. * | | | 3,471,526 | |
| 11,372 | | Ligand Pharmaceuticals Inc.* | | | 959,456 | |
| 4,860 | | Mesa Laboratories, Inc. | | | 1,320,754 | |
| 94,931 | | NeoGenomics, Inc.* | | | 4,516,817 | |
| 30,321 | | Omnicell, Inc.* | | | 3,179,157 | |
| 21,156 | | OrthoPediatrics Corp.* | | | 968,099 | |
| 26,474 | | Oyster Point Pharma, Inc.* | | | 580,575 | |
| 9,636 | | Penumbra, Inc.* | | | 2,138,228 | |
| 29,000 | | Schrodinger, LLC* | | | 2,017,820 | |
| 43,265 | | Travere Therapeutics, Inc.* | | | 992,066 | |
| 44,600 | | Veracyte, Inc.* | | | 2,431,146 | |
| 76,153 | | Zynex Inc.* | | | 1,063,096 | |
| | | | | | 51,564,273 | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Small Cap Growth Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | INDUSTRIALS – 15.6% | | | |
| 48,115 | | The AZEK Co. Inc.* | | $ | 1,718,668 | |
| 62,622 | | Casella Waste Systems, Inc. – Class A* | | | 3,768,592 | |
| 45,023 | | Colfax Corp.* | | | 1,624,430 | |
| 48,058 | | Construction Partners, Inc. – Class A* | | | 1,263,925 | |
| 36,183 | | Cubic Corp. | | | 2,118,876 | |
| 19,677 | | John Bean Technologies Corp. | | | 2,175,489 | |
| 22,932 | | Mercury Systems, Inc.* | | | 1,633,217 | |
| 11,420 | | RBC Bearings, Inc.* | | | 1,928,153 | |
| 16,488 | | Saia, Inc.* | | | 2,877,816 | |
| 18,601 | | SiteOne Landscape Supply, Inc.* | | | 2,568,798 | |
| 17,900 | | Vicor Corp.* | | | 1,467,084 | |
| | | | | | 23,145,048 | |
| | | INFORMATION TECHNOLOGY – 22.8% | | | | |
| 35,180 | | Cerence Inc.* | | | 3,192,585 | |
| 44,311 | | The Descartes Systems Group Inc.*1 | | | 2,627,199 | |
| 33,874 | | Envestnet, Inc.* | | | 2,718,727 | |
| 8,166 | | EPAM Systems, Inc.* | | | 2,632,147 | |
| 17,555 | | Euronet Worldwide, Inc.* | | | 2,360,094 | |
| 8,344 | | Everbridge, Inc.* | | | 1,059,187 | |
| 28,393 | | Five9, Inc.* | | | 4,406,594 | |
| 72,430 | | Lattice Semiconductor Corp.* | | | 3,031,196 | |
| 11,245 | | Littelfuse, Inc. | | | 2,704,760 | |
| 52,414 | | Perficient, Inc.* | | | 2,386,409 | |
| 71,658 | | Repay Holdings Corp.* | | | 1,729,108 | |
| 54,763 | | Upland Software Inc.* | | | 2,505,407 | |
| 15,306 | | WEX Inc.* | | | 2,651,611 | |
| | | | | | 34,005,024 | |
| | | REAL ESTATE – 0.7% | | | | |
| 20,605 | | Redfin Corp.* | | | 986,774 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $87,218,564) | | | 140,098,227 | |
| | | | | | | |
| | | REAL ESTATE INVESTMENT TRUSTS (REITS) – 3.2% | | | | |
| 17,232 | | CoreSite Realty Corp. | | | 2,160,721 | |
| 45,200 | | Terreno Realty Corp. | | | 2,618,888 | |
| | | TOTAL REITS | | | | |
| | | (Cost $3,737,371) | | | 4,779,609 | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Small Cap Growth Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | SHORT-TERM INVESTMENT – 2.9% | | | |
| 4,245,981 | | First American Treasury Obligations Fund – Class X, 0.05%2 | | $ | 4,245,981 | |
| | | TOTAL SHORT-TERM INVESTMENT | | | | |
| | | (Cost $4,245,981) | | | 4,245,981 | |
| | | TOTAL INVESTMENTS – 100.2% | | | | |
| | | (Cost $95,201,916) | | | 149,123,817 | |
| | | Liabilities in Excess of Other Assets – (0.2)% | | | (225,994 | ) |
| | | TOTAL NET ASSETS – 100.0% | | $ | 148,897,823 | |
ADR – American Depositary Receipt
PLC – Public Limited Company
* | Non-Income producing security. |
1 | Foreign security denominated in U.S. Dollars. |
2 | The rate is the annualized seven-day yield at period end. |
Investments are classified by industry pursuant to the Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of Morgan Stanley Capital International, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
Industry classifications may be different than those used for compliance monitoring purposes.
See accompanying Notes to Financial Statements.
North Square Oak Ridge Small Cap Growth Fund
SUMMARY OF INVESTMENTS
As of November 30, 2020 (Unaudited)
| Percent of Total |
Security Type/Sector | Net Assets |
Common Stocks | | | | |
Health Care | | | 34.6 | % | |
Information Technology | | | 22.8 | % | |
Industrials | | | 15.6 | % | |
Consumer Discretionary | | | 12.4 | % | |
Consumer Staples | | | 5.9 | % | |
Financials | | | 2.1 | % | |
Real Estate | | | 0.7 | % | |
Total Common Stocks | | | 94.1 | % | |
REITs | | | 3.2 | % | |
Short-Term Investment | | | 2.9 | % | |
Total Investments | | | 100.2 | % | |
Liabilities in Excess of Other Assets | | | (0.2 | )% | |
Total Net Assets | | | 100.0 | % | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS – 92.0% | | | |
| | | | | |
| | COMMUNICATION SERVICES – 4.0% | | | |
| 1,410 | | Bandwidth Inc. – Class A* | | $ | 214,010 | |
| 2,450 | | Cogent Communications Holdings, Inc. | | | 142,443 | |
| 4,112 | | Eventbrite, Inc. – Class A* | | | 68,958 | |
| 6,790 | | Ooma, Inc.* | | | 105,992 | |
| 4,256 | | Scholastic Corp. | | | 100,952 | |
| 4,130 | | Vonage Holdings Corp.* | | | 53,112 | |
| 1,060 | | World Wrestling Entertainment, Inc. – Class A | | | 45,622 | |
| | | | | | 731,089 | |
| | | CONSUMER DISCRETIONARY – 16.3% | | | | |
| 510 | | Aaron’s Holdings Co., Inc. | | | 32,094 | |
| 552 | | America’s Car-Mart, Inc.* | | | 57,684 | |
| 5,210 | | Core-Mark Holding Co., Inc. | | | 162,500 | |
| 2,490 | | Duluth Holdings, Inc. – Class B* | | | 36,603 | |
| 1,450 | | Floor & Decor Holdings, Inc. – Class A* | | | 116,130 | |
| 920 | | Fox Factory Holding Corp.* | | | 80,288 | |
| 1,040 | | frontdoor, inc.* | | | 49,234 | |
| 11,070 | | Green Brick Partners, Inc.* | | | 240,994 | |
| 310 | | Helen of Troy Ltd.*1 | | | 62,617 | |
| 1,060 | | LCI Industries | | | 133,327 | |
| 550 | | LGI Homes, Inc.* | | | 59,427 | |
| 9,540 | | Magnite, Inc.* | | | 181,260 | |
| 3,270 | | MarineMax, Inc.* | | | 107,387 | |
| 3,230 | | MDC Holdings, Inc. | | | 155,912 | |
| 1,040 | | Monarch Casino & Resort, Inc.* | | | 57,429 | |
| 740 | | Ollie’s Bargain Outlet Holdings, Inc.* | | | 65,164 | |
| 2,358 | | Patrick Industries, Inc. | | | 148,648 | |
| 2,329 | | Perdoceo Education Corp.* | | | 26,411 | |
| 2,590 | | PetMed Express, Inc. | | | 79,513 | |
| 2,330 | | The RealReal Inc.* | | | 32,271 | |
| 9,370 | | Red Rock Resorts, Inc. – Class A | | | 203,751 | |
| 390 | | Scientific Games Corp.* | | | 14,539 | |
| 230 | | Stamps.com, Inc.* | | | 43,116 | |
| 1,670 | | Stitch Fix, Inc. – Class A* | | | 67,635 | |
| 8,900 | | Veoneer, Inc.* | | | 177,377 | |
| 1,043 | | Wingstop Inc. | | | 132,784 | |
| 300 | | Winnebago Industries, Inc. | | | 15,879 | |
| 6,370 | | WW International, Inc.* | | | 187,979 | |
| 4,310 | | YETI Holdings, Inc.* | | | 272,263 | |
| | | | | | 3,000,216 | |
| | | CONSUMER STAPLES – 4.5% | | | | |
| 1,613 | | Celsius Holdings, Inc.* | | | 52,019 | |
| 720 | | Freshpet, Inc.* | | | 98,554 | |
| 1,080 | | Lancaster Colony Corp. | | | 182,876 | |
| 530 | | Medifast, Inc. | | | 108,194 | |
| 2,620 | | MGP Ingredients, Inc. | | | 114,258 | |
| 2,560 | | Nu Skin Enterprises, Inc. – Class A | | | 131,866 | |
| 1,630 | | The Simply Good Foods Co.* | | | 35,436 | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | CONSUMER STAPLES (Continued) | | | |
| 920 | | USANA Health Sciences, Inc.* | | $ | 69,166 | |
| 690 | | Weis Markets, Inc. | | | 32,865 | |
| | | | | | 825,234 | |
| | | ENERGY – 2.8% | | | | |
| 4,314 | | Cactus, Inc. – Class A | | | 100,085 | |
| 760 | | Dril-Quip, Inc.* | | | 21,599 | |
| 9,150 | | GasLog Ltd.1 | | | 26,993 | |
| 7,270 | | Magnolia Oil & Gas Corp. – Class A* | | | 45,437 | |
| 2,210 | | New Fortress Energy, Inc. | | | 95,273 | |
| 5,560 | | NexTier Oilfield Solutions, Inc.* | | | 15,568 | |
| 220 | | Renewable Energy Group Inc.* | | | 12,778 | |
| 268 | | REX American Resources Corp.* | | | 21,038 | |
| 25,320 | | RPC, Inc.* | | | 78,492 | |
| 14,320 | | WPX Energy, Inc.* | | | 101,958 | |
| | | | | | 519,221 | |
| | | FINANCIALS – 11.7% | | | | |
| 2,580 | | American Equity Investment Life Holding Co. | | | 67,802 | |
| 3,165 | | Bank OZK | | | 88,493 | |
| 380 | | Cullen/Frost Bankers, Inc. | | | 31,886 | |
| 1,769 | | Customers Bancorp, Inc.* | | | 29,878 | |
| 2,390 | | eHealth, Inc.* | | | 181,616 | |
| 3,162 | | Encore Capital Group, Inc.* | | | 107,951 | |
| 1,510 | | Federated Hermes, Inc. | | | 40,528 | |
| 5,010 | | Flagstar Bancorp, Inc. | | | 175,550 | |
| 530 | | Goosehead Insurance, Inc. – Class A | | | 65,248 | |
| 5,690 | | Great Western Bancorp, Inc. | | | 93,487 | |
| 2,285 | | International Bancshares Corp. | | | 74,057 | |
| 1,230 | | National Bank Holdings Corp. – Class A | | | 39,581 | |
| 1,770 | | OFG Bancorp1 | | | 29,648 | |
| 1,410 | | PRA Group, Inc.* | | | 58,698 | |
| 780 | | Primerica, Inc. | | | 101,611 | |
| 560 | | ServisFirst Bancshares, Inc. | | | 21,157 | |
| 2,390 | | Synovus Financial Corp. | | | 75,452 | |
| 4,740 | | TriState Capital Holdings, Inc.* | | | 70,579 | |
| 6,350 | | United Community Banks Inc. of Georgia | | | 151,829 | |
| 2,070 | | Univest Financial Corp. | | | 37,902 | |
| 7,570 | | Unum Group | | | 168,281 | |
| 2,841 | | Walker & Dunlop, Inc. | | | 227,308 | |
| 4,054 | | Western Alliance Bancorp | | | 207,849 | |
| | | | | | 2,146,391 | |
| | | HEALTH CARE – 19.2% | | | | |
| 1,255 | | Addus HomeCare Corp.* | | | 124,559 | |
| 10,693 | | Adverum Biotechnologies, Inc.* | | | 145,318 | |
| 12,105 | | Aeglea BioTherapeutics, Inc.* | | | 103,619 | |
| 4,290 | | Agenus Inc.* | | | 15,873 | |
| 1,030 | | Alector, Inc.* | | | 13,503 | |
| 1,990 | | AnaptysBio, Inc.* | | | 51,322 | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | HEALTH CARE (Continued) | | | |
| 5,110 | | Antares Pharma, Inc.* | | $ | 15,943 | |
| 2,440 | | Apellis Pharmaceuticals, Inc.* | | | 115,022 | |
| 12,974 | | Ardelyx, Inc.* | | | 81,736 | |
| 200 | | Ascendis Pharma A/S – ADR*1 | | | 33,746 | |
| 15,130 | | BioDelivery Sciences International, Inc.* | | | 57,494 | |
| 920 | | Biohaven Pharmaceutical Holding Co Ltd.*1 | | | 81,834 | |
| 1,550 | | BioTelemetry, Inc.* | | | 85,885 | |
| 1,530 | | Celldex Therapeutics Inc.* | | | 34,425 | |
| 6,281 | | Constellation Pharmaceuticals, Inc.* | | | 159,161 | |
| 2,806 | | Cytokinetics, Inc.* | | | 47,141 | |
| 380 | | Deciphera Pharmaceuticals, Inc.* | | | 23,484 | |
| 8,547 | | Eiger BioPharmaceuticals, Inc.* | | | 78,120 | |
| 2,260 | | HealthEquity, Inc.* | | | 162,019 | |
| 2,590 | | Homology Medicines, Inc.* | | | 25,486 | |
| 700 | | Iovance Biotherapeutics, Inc.* | | | 27,167 | |
| 22,768 | | IVERIC bio, Inc.* | | | 155,278 | |
| 1,020 | | Jazz Pharmaceuticals Plc*1 | | | 143,524 | |
| 690 | | The Joint Corp.* | | | 17,319 | |
| 3,170 | | Kiniksa Pharmaceuticals, Ltd. – Class A*1 | | | 59,152 | |
| 5,670 | | Kura Oncology, Inc.* | | | 205,821 | |
| 1,820 | | Luminex Corp. | | | 43,189 | |
| 2,490 | | Magenta Therapeutics, Inc.* | | | 17,803 | |
| 1,150 | | Mersana Therapeutics, Inc.* | | | 29,302 | |
| 13,160 | | Molecular Templates, Inc.* | | | 117,782 | |
| 1,710 | | Natera, Inc.* | | | 150,942 | |
| 800 | | National Research Corp. | | | 41,048 | |
| 9,582 | | NextGen Healthcare, Inc.* | | | 169,985 | |
| 410 | | Ontrak, Inc.* | | | 20,356 | |
| 3,960 | | REGENXBIO, Inc.* | | | 137,966 | |
| 1,160 | | Rhythm Pharmaceuticals, Inc.* | | | 35,902 | |
| 1,160 | | Rocket Pharmaceuticals, Inc.* | | | 35,914 | |
| 1,110 | | Sage Therapeutics, Inc.* | | | 82,240 | |
| 730 | | STAAR Surgical Co.* | | | 52,027 | |
| 1,180 | | Sutro Biopharma, Inc.* | | | 20,178 | |
| 2,350 | | Syndax Pharmaceuticals, Inc.* | | | 54,450 | |
| 1,640 | | Tactile Systems Technology, Inc.* | | | 70,700 | |
| 1,780 | | Tandem Diabetes Care, Inc.* | | | 167,106 | |
| 1,240 | | TG Therapeutics, Inc.* | | | 36,382 | |
| 2,960 | | Tilray, Inc. – Class 2* | | | 26,758 | |
| 400 | | uniQure NV*1 | | | 19,232 | |
| 9,073 | | Zynex Inc.* | | | 126,659 | |
| | | | | | 3,519,872 | |
| | | INDUSTRIALS – 15.8% | | | | |
| 1,998 | | AAR Corp. | | | 56,683 | |
| 680 | | Advanced Drainage Systems, Inc. | | | 47,430 | |
| 2,870 | | AeroVironment, Inc.* | | | 245,069 | |
| 6,790 | | Air Lease Corp. | | | 248,310 | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | INDUSTRIALS (Continued) | | | |
| 779 | | Alamo Group Inc. | | $ | 105,726 | |
| 1,680 | | Axon Enterprise, Inc.* | | | 211,159 | |
| 2,020 | | Encore Wire Corp. | | | 104,373 | |
| 560 | | Exponent, Inc. | | | 46,486 | |
| 6,730 | | H&E Equipment Services, Inc. | | | 180,902 | |
| 440 | | HEICO Corp. | | | 54,375 | |
| 970 | | Insperity, Inc. | | | 82,935 | |
| 5,860 | | Knoll, Inc. | | | 80,048 | |
| 350 | | Lindsay Corp. | | | 40,537 | |
| 10,060 | | Marten Transport Ltd. | | | 177,358 | |
| 4,423 | | McGrath RentCorp | | | 281,480 | |
| 1,899 | | NV5 Global, Inc.* | | | 138,817 | |
| 620 | | RBC Bearings, Inc.* | | | 104,681 | |
| 860 | | Robert Half International, Inc. | | | 55,195 | |
| 330 | | SiteOne Landscape Supply, Inc.* | | | 45,573 | |
| 2,980 | | Spirit Airlines, Inc.* | | | 67,437 | |
| 3,811 | | Sunrun Inc.* | | | 244,209 | |
| 895 | | Systemax Inc. | | | 27,539 | |
| 1,760 | | Trex Co, Inc.* | | | 131,683 | |
| 1,090 | | UFP Industries, Inc. | | | 58,479 | |
| 810 | | Vicor Corp.* | | | 66,388 | |
| | | | | | 2,902,872 | |
| | | INFORMATION TECHNOLOGY – 13.2% | | | | |
| 11,530 | | 8x8, Inc.* | | | 227,948 | |
| 7,070 | | A10 Networks Inc.* | | | 56,419 | |
| 300 | | Alarm.com Holdings, Inc.* | | | 22,773 | |
| 480 | | AppFolio, Inc. – Class A* | | | 78,206 | |
| 2,660 | | Avid Technology, Inc.* | | | 32,319 | |
| 2,190 | | Axcelis Technologies, Inc.* | | | 59,086 | |
| 18,030 | | Box, Inc. – Class A* | | | 336,981 | |
| 1,920 | | CEVA, Inc.* | | | 75,418 | |
| 2,070 | | Dolby Laboratories, Inc. – Class A | | | 183,091 | |
| 1,340 | | DSP Group, Inc.* | | | 22,552 | |
| 3,589 | | ePlus, Inc.* | | | 302,589 | |
| 10,360 | | Fitbit, Inc. – Class A* | | | 74,385 | |
| 1,791 | | Harmonic Inc.* | | | 11,695 | |
| 5,920 | | Inseego Corp.* | | | 58,786 | |
| 3,470 | | LivePerson, Inc.* | | | 202,717 | |
| 1,070 | | Manhattan Associates, Inc.* | | | 109,397 | |
| 13,800 | | NeoPhotonics Corp.* | | | 111,228 | |
| 4,660 | | nLight, Inc.* | | | 139,893 | |
| 640 | | Nutanix, Inc. – Class A* | | | 17,530 | |
| 3,770 | | Paysign, Inc.* | | | 18,435 | |
| 4,100 | | Perficient, Inc.* | | | 186,673 | |
| 4,790 | | Pure Storage, Inc. – Class A* | | | 87,513 | |
| | | | | | 2,415,634 | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | MATERIALS – 1.7% | | | |
| 3,840 | | Boise Cascade Co. | | $ | 166,080 | |
| 4,100 | | Louisiana-Pacific Corp. | | | 140,343 | |
| | | | | | 306,423 | |
| | | REAL ESTATE – 1.8% | | | | |
| 7,342 | | Newmark Group, Inc. – Class A | | | 51,541 | |
| 1,080 | | RE/MAX Holdings, Inc. – Class A | | | 33,804 | |
| 11,610 | | Realogy Holdings Corp.* | | | 142,919 | |
| 2,310 | | Redfin Corp.* | | | 110,626 | |
| | | | | | 338,890 | |
| | | UTILITIES – 1.0% | | | | |
| 1,090 | | American States Water Co. | | | 80,464 | |
| 3,810 | | Clearway Energy, Inc. – Class C | | | 111,518 | |
| | | | | | 191,982 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $13,685,369) | | | 16,897,824 | |
| | | | | | | |
| | | REAL ESTATE INVESTMENT TRUSTS (REITS) – 7.0% | | | | |
| 14,250 | | CareTrust REIT, Inc. | | | 276,878 | |
| 5,030 | | Easterly Government Properties, Inc. | | | 108,950 | |
| 6,780 | | Four Corners Property Trust, Inc. | | | 189,908 | |
| 6,030 | | Independence Realty Trust, Inc. | | | 77,666 | |
| 1,400 | | Industrial Logistics Properties Trust | | | 30,422 | |
| 1,300 | | Innovative Industrial Properties, Inc. | | | 199,758 | |
| 8,730 | | Invesco Mortgage Capital, Inc. | | | 28,984 | |
| 1,840 | | National Storage Affiliates Trust | | | 62,523 | |
| 1,490 | | Physicians Realty Trust | | | 25,851 | |
| 4,560 | | QTS Realty Trust, Inc. – Class A | | | 270,910 | |
| 320 | | Rexford Industrial Realty, Inc. | | | 15,334 | |
| | | TOTAL REITS | | | | |
| | | (Cost $1,242,447) | | | 1,287,184 | |
| | | | | | | |
| | | RIGHT – 0.0% | | | | |
| 7,920 | | NewStar Financial, Inc. CVR*2 | | | 818 | |
| | | TOTAL RIGHT | | | | |
| | | (Cost $0) | | | 818 | |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | SHORT-TERM INVESTMENT – 1.1% | | | |
| 195,857 | | First American Treasury Obligations Fund – Class X, 0.05%3 | | $ | 195,857 | |
| | | TOTAL SHORT-TERM INVESTMENT | | | | |
| | | (Cost $195,857) | | | 195,857 | |
| | | TOTAL INVESTMENTS – 100.1% | | | | |
| | | (Cost $15,123,673) | | | 18,381,683 | |
| | | Liabilities in Excess of Other Assets – (0.1)% | | | (13,710 | ) |
| | | TOTAL NET ASSETS – 100.0% | | $ | 18,367,973 | |
ADR – American Depositary Receipt
PLC – Public Limited Company
* | Non-Income producing security. |
1 | Foreign security denominated in U.S. Dollars. |
2 | Level 3 securities fair valued under procedures established by the Board of Trustees, represents 0.004% of Net Assets. The total value of these securities is $818. |
3 | The rate is the annualized seven-day yield at period end. |
Investments are classified by industry pursuant to the Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of Morgan Stanley Capital International, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
Industry classifications may be different than those used for compliance monitoring purposes.
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
SUMMARY OF INVESTMENTS
As of November 30, 2020 (Unaudited)
| Percent of Total |
Security Type/Sector | Net Assets |
Common Stocks | | | | |
Health Care | | | 19.2 | % | |
Consumer Discretionary | | | 16.3 | % | |
Industrials | | | 15.8 | % | |
Information Technology | | | 13.2 | % | |
Financials | | | 11.7 | % | |
Consumer Staples | | | 4.5 | % | |
Communication Services | | | 4.0 | % | |
Energy | | | 2.8 | % | |
Real Estate | | | 1.8 | % | |
Materials | | | 1.7 | % | |
Utilities | | | 1.0 | % | |
Total Common Stocks | | | 92.0 | % | |
REITs | | | 7.0 | % | |
Right | | | 0.0 | % | |
Short-Term Investment | | | 1.1 | % | |
Total Investments | | | 100.1 | % | |
Liabilities in Excess of Other Assets | | | (0.1 | )% | |
Total Net Assets | | | 100.0 | % | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge All Cap Growth Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS – 95.2% | | | |
| | | | | |
| | COMMUNICATION SERVICES – 13.8% | | | |
| 906 | | Activision Blizzard, Inc. | | $ | 72,009 | |
| 175 | | Alphabet Inc. – Class A* | | | 307,020 | |
| 282 | | Alphabet Inc. – Class C* | | | 496,529 | |
| 173 | | Charter Communications, Inc. – Class A* | | | 112,794 | |
| 2,652 | | Facebook, Inc. – Class A* | | | 734,524 | |
| 369 | | Netflix Inc.* | | | 181,068 | |
| 2,175 | | Pinterest, Inc. – Class A* | | | 152,294 | |
| | | | | | 2,056,238 | |
| | | CONSUMER DISCRETIONARY – 12.1% | | | | |
| 1,050 | | Alibaba Group Holding Ltd. – ADR*1 | | | 276,528 | |
| 306 | | Amazon.com, Inc.* | | | 969,420 | |
| 2,732 | | Ross Stores, Inc. | | | 293,745 | |
| 1,906 | | VF Corp. | | | 158,960 | |
| 1,799 | | YETI Holdings, Inc.* | | | 113,643 | |
| | | | | | 1,812,296 | |
| | | CONSUMER STAPLES – 3.5% | | | | |
| 1,080 | | Costco Wholesale Corp. | | | 423,112 | |
| 1,566 | | Unilever PLC – ADR1 | | | 95,620 | |
| | | | | | 518,732 | |
| | | FINANCIALS – 2.2% | | | | |
| 2,344 | | Intercontinental Exchange, Inc. | | | 247,315 | |
| 768 | | Marsh & McLennan Cos, Inc. | | | 88,044 | |
| | | | | | 335,359 | |
| | | HEALTH CARE – 13.3% | | | | |
| 1,293 | | Abbott Laboratories | | | 139,928 | |
| 807 | | Alexion Pharmaceuticals, Inc.* | | | 98,543 | |
| 2,335 | | Bristol-Myers Squibb Co. | | | 145,704 | |
| 1,406 | | Danaher Corp. | | | 315,830 | |
| 1,080 | | Edwards Lifesciences Corp.* | | | 90,601 | |
| 1,620 | | Eli Lilly and Co. | | | 235,953 | |
| 520 | | Incyte Corp.* | | | 43,961 | |
| 546 | | Inspire Medical Systems, Inc.* | | | 101,414 | |
| 661 | | LHC Group, Inc.* | | | 129,767 | |
| 1,404 | | NeoGenomics, Inc.* | | | 66,802 | |
| 750 | | Stryker Corp. | | | 175,050 | |
| 1,026 | | UnitedHealth Group Inc. | | | 345,085 | |
| 409 | | Vertex Pharmaceuticals Inc.* | | | 93,150 | |
| | | | | | 1,981,788 | |
| | | INDUSTRIALS – 4.3% | | | | |
| 333 | | Roper Technologies, Inc. | | | 142,191 | |
| 312 | | TransDigm Group, Inc. | | | 180,707 | |
| 944 | | Verisk Analytics, Inc. | | | 187,205 | |
| 1,345 | | Waste Connections, Inc.1 | | | 139,853 | |
| | | | | | 649,956 | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge All Cap Growth Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS (Continued) | | | |
| | | | | |
| | INFORMATION TECHNOLOGY – 44.1% | | | |
| 512 | | Adobe, Inc.* | | $ | 244,977 | |
| 1,114 | | ANSYS, Inc.* | | | 376,599 | |
| 14,628 | | Apple Inc. | | | 1,741,463 | |
| 302 | | Broadcom Inc. | | | 121,277 | |
| 1,241 | | EPAM Systems, Inc.* | | | 400,012 | |
| 866 | | Fidelity National Information Services, Inc. | | | 128,523 | |
| 1,002 | | Five9, Inc.* | | | 155,510 | |
| 992 | | Fortinet, Inc.* | | | 122,244 | |
| 384 | | Intuit, Inc. | | | 135,176 | |
| 550 | | KLA Corp. | | | 138,583 | |
| 884 | | Mastercard Inc. – Class A | | | 297,475 | |
| 5,578 | | Microsoft Corp. | | | 1,194,082 | |
| 514 | | NVIDIA Corp. | | | 275,535 | |
| 1,163 | | PayPal Holdings, Inc.* | | | 249,022 | |
| 1,374 | | Qualcomm Inc. | | | 202,212 | |
| 1,114 | | salesforce.com, Inc.* | | | 273,821 | |
| 273 | | ServiceNow, Inc.* | | | 145,932 | |
| 1,819 | | Visa Inc. – Class A | | | 382,627 | |
| | | | | | 6,585,070 | |
| | | MATERIALS – 1.9% | | | | |
| 1,269 | | Ecolab Inc. | | | 281,908 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $7,316,328) | | | 14,221,347 | |
| | | | | | | |
| | | REAL ESTATE INVESTMENT TRUST (REIT) – 0.9% | | | | |
| 198 | | Equinix, Inc. | | | 138,163 | |
| | | TOTAL REIT | | | | |
| | | (Cost $105,181) | | | 138,163 | |
| | | | | | | |
| | | SHORT-TERM INVESTMENT – 4.0% | | | | |
| 590,912 | | First American Treasury Obligations Fund – Class X, 0.05%2 | | | 590,912 | |
| | | TOTAL SHORT-TERM INVESTMENT | | | | |
| | | (Cost $590,912) | | | 590,912 | |
| | | TOTAL INVESTMENTS – 100.1% | | | | |
| | | (Cost $8,012,421) | | | 14,950,422 | |
| | | Liabilities in Excess of Other Assets – (0.1)% | | | (18,911 | ) |
| | | TOTAL NET ASSETS – 100.0% | | $ | 14,931,511 | |
ADR – American Depositary Receipt
PLC – Public Limited Company
* | Non-Income producing security. |
1 | Foreign security denominated in U.S. Dollars. |
2 | The rate is the annualized seven-day yield at period end. |
Investments are classified by industry pursuant to the Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of Morgan Stanley Capital International, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
Industry classifications may be different than those used for compliance monitoring purposes.
See accompanying Notes to Financial Statements.
North Square Oak Ridge All Cap Growth Fund
SUMMARY OF INVESTMENTS
As of November 30, 2020 (Unaudited)
| Percent of Total |
Security Type/Sector | Net Assets |
Common Stocks | | | | |
Information Technology | | | 44.1 | % | |
Communication Services | | | 13.8 | % | |
Health Care | | | 13.3 | % | |
Consumer Discretionary | | | 12.1 | % | |
Industrials | | | 4.3 | % | |
Consumer Staples | | | 3.5 | % | |
Financials | | | 2.2 | % | |
Materials | | | 1.9 | % | |
Total Common Stocks | | | 95.2 | % | |
REIT | | | 0.9 | % | |
Short-Term Investment | | | 4.0 | % | |
Total Investments | | | 100.1 | % | |
Liabilities in Excess of Other Assets | | | (0.1 | )% | |
Total Net Assets | | | 100.0 | % | |
See accompanying Notes to Financial Statements.
North Square Multi Strategy Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | MUTUAL FUNDS – 94.9% | | | |
| 110,391 | | North Square Advisory Research All Cap Value Fund – Class I1 | | $ | 1,148,587 | |
| 1,177,222 | | North Square Dynamic Small Cap Fund – Class I1 | | | 17,354,378 | |
| 725,126 | | North Square Oak Ridge All Cap Growth Fund – Class I1 | | | 14,422,329 | |
| 607,164 | | North Square Oak Ridge Dividend Growth Fund – Class I1 | | | 12,428,341 | |
| 114,251 | | North Square Strategic Income Fund – Class I1 | | | 1,170,787 | |
| 199,690 | | Wavelength Interest Rate Neutral Fund | | | 2,192,601 | |
| | | TOTAL MUTUAL FUNDS | | | | |
| | | (Cost $35,232,823) | | | 48,717,023 | |
| | | | | | | |
| | | SHORT-TERM INVESTMENT – 5.6% | | | | |
| 2,893,084 | | First American Treasury Obligations Fund – Class X, 0.05%2 | | | 2,893,084 | |
| | | TOTAL SHORT-TERM INVESTMENT | | | | |
| | | (Cost $2,893,084) | | | 2,893,084 | |
| | | TOTAL INVESTMENTS – 100.5% | | | | |
| | | (Cost $38,125,907) | | | 51,610,107 | |
| | | Liabilities in Excess of Other Assets – (0.5)% | | | (257,678 | ) |
| | | TOTAL NET ASSETS – 100.0% | | $ | 51,352,429 | |
1 | Affiliated company. See Note 11. |
2 | The rate is the annualized seven-day yield at period end. |
Investments are classified by industry pursuant to the Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of Morgan Stanley Capital International, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
See accompanying Notes to Financial Statements.
North Square Multi Strategy Fund
SUMMARY OF INVESTMENTS
As of November 30, 2020 (Unaudited)
| Percent of Total |
Security Type/Sector | Net Assets |
Mutual Funds | | | 94.9 | % | |
Short-Term Investment | | | 5.6 | % | |
Total Investments | | | 100.5 | % | |
Liabilities in Excess of Other Assets | | | (0.5 | )% | |
Total Net Assets | | | 100.0 | % | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Dividend Growth Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | COMMON STOCKS – 93.0% | | | |
| | | | | |
| | COMMUNICATION SERVICES – 2.8% | | | |
| 6,572 | | Verizon Communications Inc. | | $ | 397,014 | |
| | | | | | | |
| | | CONSUMER DISCRETIONARY – 12.9% | | | | |
| 1,839 | | The Home Depot, Inc. | | | 510,157 | |
| 4,006 | | Target Corp. | | | 719,197 | |
| 5,674 | | The TJX Co., Inc. | | | 360,356 | |
| 2,752 | | VF Corp. | | | 229,517 | |
| | | | | | 1,819,227 | |
| | | CONSUMER STAPLES – 2.0% | | | | |
| 4,562 | | Unilever PLC – ADR1 | | | 278,556 | |
| | | | | | | |
| | | ENERGY – 2.8% | | | | |
| 27,376 | | Kinder Morgan, Inc. of Delaware | | | 393,667 | |
| | | | | | | |
| | | FINANCIALS – 13.5% | | | | |
| 781 | | BlackRock, Inc. | | | 545,411 | |
| 8,012 | | The Blackstone Group Inc. – Class A | | | 477,115 | |
| 1,982 | | CME Group Inc. | | | 346,909 | |
| 4,477 | | JPMorgan Chase & Co. | | | 527,749 | |
| | | | | | 1,897,184 | |
| | | HEALTH CARE – 11.8% | | | | |
| 2,965 | | AbbVie Inc. | | | 310,080 | |
| 6,581 | | Bristol-Myers Squibb Co. | | | 410,654 | |
| 2,994 | | Eli Lilly and Co. | | | 436,076 | |
| 1,497 | | UnitedHealth Group Inc. | | | 503,501 | |
| | | | | | 1,660,311 | |
| | | INDUSTRIALS – 9.6% | | | | |
| 2,509 | | Stanley Black & Decker Inc. | | | 462,434 | |
| 3,835 | | Waste Management, Inc. | | | 456,863 | |
| 1,896 | | Watsco, Inc. | | | 431,075 | |
| | | | | | 1,350,372 | |
| | | INFORMATION TECHNOLOGY – 32.9% | | | | |
| 7,460 | | Apple Inc. | | | 888,113 | |
| 2,110 | | Automatic Data Processing, Inc. | | | 366,887 | |
| 1,411 | | Broadcom Inc. | | | 566,629 | |
| 2,937 | | Fidelity National Information Services, Inc. | | | 435,880 | |
| 6,517 | | Intel Corp. | | | 315,097 | |
| 4,344 | | Microsoft Corp. | | | 929,920 | |
| 5,646 | | Qualcomm Inc. | | | 830,922 | |
| 2,133 | | Skyworks Solutions, Inc. | | | 301,116 | |
| | | | | | 4,634,564 | |
| | | MATERIALS – 4.7% | | | | |
| 1,340 | | Linde PLC1 | | | 343,603 | |
| 5,439 | | Newmont Corp. | | | 319,922 | |
| | | | | | 663,525 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $8,619,158) | | | 13,094,420 | |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Dividend Growth Fund
SCHEDULE OF INVESTMENTS – Continued
As of November 30, 2020 (Unaudited)
Number | | | | | |
of Shares | | | | Value | |
| | REAL ESTATE INVESTMENT TRUSTS (REITS) – 5.1% | | | |
| 1,269 | | American Tower Corp. | | $ | 293,393 | |
| 4,234 | | Prologis, Inc. | | | 423,611 | |
| | | TOTAL REITS | | | | |
| | | (Cost $705,738) | | | 717,004 | |
| | | | | | | |
| | | SHORT-TERM INVESTMENT – 2.0% | | | | |
| 280,676 | | First American Treasury Obligations Fund – Class X, 0.05%2 | | | 280,676 | |
| | | TOTAL SHORT-TERM INVESTMENT | | | | |
| | | (Cost $280,676) | | | 280,676 | |
| | | TOTAL INVESTMENTS – 100.1% | | | | |
| | | (Cost $9,605,572) | | | 14,092,100 | |
| | | Liabilities in Excess of Other Assets – (0.1)% | | | (7,328 | ) |
| | | TOTAL NET ASSETS – 100.0% | | $ | 14,084,772 | |
ADR – American Depositary Receipt
PLC – Public Limited Company
1 | Foreign security denominated in U.S. Dollars. |
2 | The rate is the annualized seven-day yield at period end. |
Investments are classified by industry pursuant to the Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of Morgan Stanley Capital International, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
Industry classifications may be different than those used for compliance monitoring purposes.
See accompanying Notes to Financial Statements.
North Square Oak Ridge Dividend Growth Fund
SUMMARY OF INVESTMENTS
As of November 30, 2020 (Unaudited)
| Percent of Total |
Security Type/Sector | Net Assets |
Common Stocks | | | | |
Information Technology | | | 32.9 | % | |
Financials | | | 13.5 | % | |
Consumer Discretionary | | | 12.9 | % | |
Health Care | | | 11.8 | % | |
Industrials | | | 9.6 | % | |
Materials | | | 4.7 | % | |
Communication Services | | | 2.8 | % | |
Energy | | | 2.8 | % | |
Consumer Staples | | | 2.0 | % | |
Total Common Stocks | | | 93.0 | % | |
REITs | | | 5.1 | % | |
Short-Term Investment | | | 2.0 | % | |
Total Investments | | | 100.1 | % | |
Liabilities in Excess of Other Assets | | | (0.1 | )% | |
Total Net Assets | | | 100.0 | % | |
See accompanying Notes to Financial Statements.
(This Page Intentionally Left Blank.)
STATEMENTS OF ASSETS AND LIABILITIES
As of November 30, 2020 (Unaudited)
| | North Square | | | | | | North Square | |
| | Oak Ridge | | | North Square | | | Oak Ridge | |
| | Small Cap | | | Dynamic | | | All Cap | |
| | Growth Fund | | | Small Cap Fund | | | Growth Fund | |
Assets: | | | | | | | | | |
Investments, at cost | | $ | 95,201,916 | | | $ | 15,123,673 | | | $ | 8,012,421 | |
Investments, at value | | $ | 149,123,817 | | | $ | 18,381,683 | | | $ | 14,950,422 | |
Receivables: | | | | | | | | | | | | |
Fund shares sold | | | 39,355 | | | | 2,669 | | | | — | |
Dividends and interest | | | 7,042 | | | | 19,690 | | | | 5,977 | |
Prepaid expenses | | | 52,711 | | | | 16,354 | | | | 14,134 | |
Total assets | | | 149,222,925 | | | | 18,420,396 | | | | 14,970,533 | |
| | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Payables: | | | | | | | | | | | | |
Fund shares redeemed | | | 70,478 | | | | — | | | | — | |
Accrued expenses: | | | | | | | | | | | | |
Due to Advisor (Note 4) | | | 64,766 | | | | 4,495 | | | | 3,042 | |
Distribution fees (Note 8) | | | 17,856 | | | | — | | | | — | |
Auditing fees | | | 80,567 | | | | 17,796 | | | | 14,840 | |
Due to Trustees | | | 25,764 | | | | 2,620 | | | | 1,877 | |
Fund administration fees | | | 20,475 | | | | 2,862 | | | | 1,218 | |
Transfer agent fees | | | 20,474 | | | | 5,997 | | | | 3,269 | |
Shareholder servicing fees (Note 7) | | | 9,339 | | | | 10,416 | | | | 8,573 | |
Chief Compliance Officer fees (Note 4) | | | 637 | | | | — | | | | — | |
Accrued other expenses | | | 14,746 | | | | 8,237 | | | | 6,203 | |
Total liabilities | | | 325,102 | | | | 52,423 | | | | 39,022 | |
| | | | | | | | | | | | |
Net Assets | | $ | 148,897,823 | | | $ | 18,367,973 | | | $ | 14,931,511 | |
| | | | | | | | | | | | |
Components of Net Assets: | | | | | | | | | | | | |
Paid-in capital (par value of $0.01 per share | | | | | | | | | | | | |
with an unlimited number of shares authorized) | | $ | 75,983,356 | | | $ | 14,680,863 | | | $ | 7,235,968 | |
Total distributable earnings | | | 72,914,467 | | | | 3,687,110 | | | | 7,695,543 | |
Net Assets | | $ | 148,897,823 | | | $ | 18,367,973 | | | $ | 14,931,511 | |
| | | | | | | | | | | | |
Maximum Offering Price per Share: | | | | | | | | | | | | |
Class A Shares: | | | | | | | | | | | | |
Net assets applicable to shares outstanding | | $ | 89,485,184 | | | $ | — | | | $ | — | |
Shares of beneficial interest issued and outstanding | | | 5,719,692 | | | | — | | | | — | |
Redemption price | | | 15.65 | | | | — | | | | — | |
Maximum sales charge (5.75% of offering price)* | | | 0.95 | | | | — | | | | — | |
Maximum offering price to public | | $ | 16.60 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Class I Shares: | | | | | | | | | | | | |
Net assets applicable to shares outstanding | | $ | 59,412,639 | | | $ | 18,367,973 | | | $ | 14,931,511 | |
Shares of beneficial interest issued and outstanding | | | 3,371,237 | | | | 1,245,978 | | | | 750,727 | |
Redemption price | | $ | 17.62 | | | $ | 14.74 | | | $ | 19.89 | |
* | No sales charge applies on investments of $500,000 or more, but a Contingent Deferred Sales Charge (“CDSC”) of 1% will be imposed on certain redemptions of such shares within 12 months of the date of purchase. |
See accompanying Notes to Financial Statements.
STATEMENTS OF ASSETS AND LIABILITIES – Continued
As of November 30, 2020 (Unaudited)
| | | | | North Square | |
| | North Square | | | Oak Ridge | |
| | Multi Strategy | | | Dividend | |
| | Fund | | | Growth Fund | |
Assets: | | | | | | |
Investments, at cost | | $ | 4,985,889 | | | $ | 9,605,572 | |
Investments in affiliated issuers, at cost | | | 33,140,018 | | | | — | |
Investments, at value | | $ | 5,085,685 | | | $ | 14,092,100 | |
Investments in affiliated issuers, at value | | | 46,524,422 | | | | — | |
Receivables: | | | | | | | | |
Fund shares sold | | | 3,784 | | | | — | |
Dividends and interest | | | 115 | | | | 12,356 | |
Prepaid expenses | | | 36,714 | | | | 14,090 | |
Total assets | | | 51,650,720 | | | | 14,118,546 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payables: | | | | | | | | |
Fund shares redeemed | | | 23,308 | | | | — | |
Accrued expenses: | | | | | | | | |
Due to Advisor (Note 4) | | | 182,965 | | | | 3,805 | |
Distribution fees (Note 8) | | | 8,257 | | | | — | |
Auditing fees | | | 32,048 | | | | 15,385 | |
Due to Trustees | | | 7,326 | | | | 1,670 | |
Fund administration fees | | | 3,411 | | | | 2,566 | |
Transfer agent fees | | | 11,100 | | | | 4,886 | |
Shareholder servicing fees (Note 7) | | | 16,640 | | | | — | |
Chief Compliance Officer fees (Note 4) | | | 1,857 | | | | — | |
Accrued other expenses | | | 11,379 | | | | 5,462 | |
Total liabilities | | | 298,291 | | | | 33,774 | |
| | | | | | | | |
Net Assets | | $ | 51,352,429 | | | $ | 14,084,772 | |
| | | | | | | | |
Components of Net Assets: | | | | | | | | |
Paid-in capital (par value of $0.01 per share | | | | | | | | |
with an unlimited number of shares authorized) | | $ | 38,212,389 | | | $ | 9,349,633 | |
Total distributable earnings | | | 13,140,040 | | | | 4,735,139 | |
Net Assets | | $ | 51,352,429 | | | $ | 14,084,772 | |
| | | | | | | | |
Maximum Offering Price per Share: | | | | | | | | |
Class A Shares: | | | | | | | | |
Net assets applicable to shares outstanding | | $ | 41,116,097 | | | $ | — | |
Shares of beneficial interest issued and outstanding | | | 2,028,368 | | | | — | |
Redemption price | | | 20.27 | | | | — | |
Maximum sales charge (5.75% of offering price)* | | | 1.24 | | | | — | |
Maximum offering price to public | | $ | 21.51 | | | $ | — | |
| | | | | | | | |
Class I Shares: | | | | | | | | |
Net assets applicable to shares outstanding | | $ | 10,236,332 | | | $ | 14,084,772 | |
Shares of beneficial interest issued and outstanding | | | 481,472 | | | | 688,084 | |
Redemption price | | $ | 21.26 | | | $ | 20.47 | |
* | No sales charge applies on investments of $500,000 or more, but a Contingent Deferred Sales Charge (“CDSC”) of 1% will be imposed on certain redemptions of such shares within 12 months of the date of purchase.˚ |
See accompanying Notes to Financial Statements.
STATEMENTS OF OPERATIONS
For the Period Ended November 30, 2020 (Unaudited)
| | North Square | | | | | | North Square | |
| | Oak Ridge | | | North Square | | | Oak Ridge | |
| | Small Cap | | | Dynamic | | | All Cap | |
| | Growth Fund* | | | Small Cap Fund | | | Growth Fund | |
Investment Income: | | | | | | | | | |
Dividends (net of foreign withholding taxes | | | | | | | | | |
of $0, $0 and $176, respectively) | | $ | 212,154 | | | $ | 103,456 | | | $ | 42,420 | |
Interest | | | 1,549 | | | | 94 | | | | 209 | |
Total investment income | | | 213,703 | | | | 103,550 | | | | 42,629 | |
| | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | |
Advisory fees | | | 583,241 | | | | 76,680 | | | | 48,404 | |
Fund administration fees | | | 140,780 | | | | 16,052 | | | | 13,656 | |
Distribution fees – Class A (Note 8) | | | 101,824 | | | | — | | | | — | |
Distribution fees – Class C (Note 8) | | | 34,209 | | | | — | | | | — | |
Transfer agent fees and expenses | | | 99,548 | | | | 11,544 | | | | 9,390 | |
Shareholder servicing fees – Class A (Note 7) | | | 42,924 | | | | — | | | | — | |
Shareholder servicing fees – Class C (Note 7) | | | 3,775 | | | | — | | | | — | |
Shareholder servicing fees – Class I (Note 7) | | | 20,075 | | | | 8,316 | | | | 6,597 | |
Legal fees | | | 27,350 | | | | 3,378 | | | | 2,591 | |
Auditing fees | | | 27,132 | | | | 5,172 | | | | 4,302 | |
Registration fees | | | 22,848 | | | | 19,188 | | | | 9,675 | |
Shareholder reporting fees | | | 18,583 | | | | 1,836 | | | | 1,543 | |
Chief Compliance Officer fees | | | 18,216 | | | | 2,212 | | | | 1,777 | |
Trustees’ fees and expenses | | | 12,911 | | | | 1,695 | | | | 1,362 | |
Insurance fees | | | 10,040 | | | | 1,244 | | | | 953 | |
Fund accounting fees | | | 7,838 | | | | 920 | | | | 840 | |
Custody fees | | | 4,203 | | | | 5,911 | | | | 2,641 | |
Miscellaneous | | | 1,050 | | | | 105 | | | | 105 | |
Total expenses | | | 1,176,547 | | | | 154,253 | | | | 103,836 | |
Less advisory fees waived & expenses reimbursed | | | | | | | | | | | | |
Class A | | | (156,853 | ) | | | — | | | | — | |
Class C | | | (13,379 | ) | | | — | | | | — | |
Class I | | | (85,045 | ) | | | (56,272 | ) | | | (38,145 | ) |
Class K | | | (5,310 | ) | | | — | | | | — | |
Net expenses | | | 915,960 | | | | 97,981 | | | | 65,691 | |
Net investment income (loss) | | | (702,257 | ) | | | 5,569 | | | | (23,062 | ) |
| | | | | | | | | | | | |
Net Realized and Unrealized Gain: | | | | | | | | | | | | |
Net realized gain on: | | | | | | | | | | | | |
Investments | | | 15,655,421 | | | | 1,502,057 | | | | 182,463 | |
Net realized gain | | | 15,655,421 | | | | 1,502,057 | | | | 182,463 | |
Net change in unrealized appreciation/depreciation on: | | | | | | | | | | | | |
Investments | | | 20,759,195 | | | | 2,697,894 | | | | 2,578,536 | |
Net change in unrealized appreciation/depreciation | | | 20,759,195 | | | | 2,697,894 | | | | 2,578,536 | |
Net realized and unrealized gain | | | 36,414,616 | | | | 4,199,951 | | | | 2,760,999 | |
Net increase in net assets resulting from operations | | $ | 35,712,359 | | | $ | 4,205,520 | | | $ | 2,737,937 | |
* | As of the close of business on October 9, 2020, Class C shares and Class K shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF OPERATIONS – Continued
For the Period Ended November 30, 2020 (Unaudited)
| | | | | North Square | |
| | North Square | | | Oak Ridge | |
| | Multi Strategy | | | Dividend | |
| | Fund* | | | Growth Fund | |
Investment Income: | | | | | | |
Dividends from unaffiliated investments | | $ | 30,515 | | | $ | 128,241 | |
Dividends from affiliated regulated investment companies | | | 57,853 | | | | — | |
Interest | | | 551 | | | | 254 | |
Total investment income | | | 88,919 | | | | 128,495 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Advisory fees | | | 119,770 | | | | 48,743 | |
Fund administration fees | | | 47,526 | | | | 12,825 | |
Distribution fees – Class A (Note 8) | | | 47,699 | | | | — | |
Distribution fees – Class C (Note 8) | | | 12,901 | | | | — | |
Transfer agent fees and expenses | | | 34,255 | | | | 8,829 | |
Shareholder servicing fees – Class A (Note 7) | | | 11,622 | | | | — | |
Shareholder servicing fees – Class C (Note 7) | | | 622 | | | | — | |
Shareholder servicing fees – Class I (Note 7) | | | 2,592 | | | | 3,623 | |
Legal fees | | | 9,593 | | | | 2,575 | |
Auditing fees | | | 9,760 | | | | 4,561 | |
Registration fees | | | 17,208 | | | | 4,467 | |
Shareholder reporting fees | | | 5,605 | | | | 1,428 | |
Chief Compliance Officer fees | | | 8,974 | | | | 1,768 | |
Trustees’ fees and expenses | | | 4,807 | | | | 1,359 | |
Insurance fees | | | 3,511 | | | | 894 | |
Fund accounting fees | | | 2,836 | | | | 767 | |
Custody fees | | | 2,662 | | | | 2,883 | |
Miscellaneous | | | 201 | | | | 105 | |
Total expenses | | | 342,144 | | | | 94,827 | |
Affiliated fund fees waived (Note 4) | | | (107,710 | ) | | | — | |
Less advisory fees waived & expenses reimbursed | | | | | | | | |
Class A | | | 43,094 | | | | — | |
Class C | | | 4,935 | | | | — | |
Class I | | | — | | | | (29,857 | ) |
Net expenses | | | 282,463 | | | | 64,970 | |
Net investment income (loss) | | | (193,544 | ) | | | 63,525 | |
| | | | | | | | |
Net Realized and Unrealized Gain: | | | | | | | | |
Net realized gain on: | | | | | | | | |
Investments | | | 55,615 | | | | 265,793 | |
Affiliated issuers | | | 18,998 | | | | — | |
Net realized gain | | | 74,613 | | | | 265,793 | |
Net change in unrealized appreciation/depreciation on: | | | | | | | | |
Investments | | | 131,468 | | | | 1,769,023 | |
Affiliated issuers | | | 8,621,542 | | | | — | |
Net change in unrealized appreciation/depreciation | | | 8,753,010 | | | | 1,769,023 | |
Net realized and unrealized gain | | | 8,827,623 | | | | 2,034,816 | |
Net increase in net assets resulting from operations | | $ | 8,634,079 | | | $ | 2,098,341 | |
* | As of the close of business on October 9, 2020, Class C shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS
| | North Square | | | | | | | |
| | Oak Ridge | | | North Square | |
| | Small Cap | | | Dynamic | |
| | Growth Fund* | | | Small Cap Fund** | |
| | Period Ended | | | | | | Period Ended | | | | |
| | November 30, | | | | | | November 30, | | | | |
| | 2020 | | | Year Ended | | | 2020 | | | Year Ended | |
| | (Unaudited) | | | May 31, 2020 | | | (Unaudited) | | | May 31, 2020 | |
Increase (Decrease) in Net Assets from: | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | |
Net investment income (loss) | | $ | (702,257 | ) | | $ | (1,790,028 | ) | | $ | 5,569 | | | $ | 33,014 | |
Net realized gain (loss) on investments | | | | | | | | | | | | | | | | |
and foreign currency transactions | | | 15,655,421 | | | | 17,098,431 | | | | 1,502,057 | | | | (516,330 | ) |
Net change in unrealized appreciation/depreciation | | | | | | | | | | | | | | | | |
on investments and foreign currency translations | | | 20,759,195 | | | | (12,777,330 | ) | | | 2,697,894 | | | | 935,861 | |
Net increase in net assets resulting from operations | | | 35,712,359 | | | | 2,531,073 | | | | 4,205,520 | | | | 452,545 | |
| | | | | | | | | | | | | | | | |
Distributions to shareholders: | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | (13,192,375 | ) | | | — | | | | (24 | ) |
Class C | | | — | | | | (6,840,656 | ) | | | — | | | | — | |
Class I | | | — | | | | (6,578,301 | ) | | | — | | | | (51,889 | ) |
Class K | | | — | | | | (1,070,578 | ) | | | — | | | | — | |
Total | | | — | | | | (27,681,910 | ) | | | — | | | | (51,913 | ) |
| | | | | | | | | | | | | | | | |
Capital Transactions: | | | | | | | | | | | | | | | | |
Net proceeds from shares sold: | | | | | | | | | | | | | | | | |
Class A | | | 2,917,858 | | | | 8,458,392 | | | | — | | | | 10,524 | |
Class C | | | 140,654 | | | | 266,434 | | | | — | | | | — | |
Class I | | | 15,805,160 | | | | 4,460,414 | | | | 184,940 | | | | 599,316 | |
Class K | | | 821,418 | | | | 2,669,364 | | | | — | | | | — | |
Reinvestment of Distributions: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | 12,417,644 | | | | — | | | | 19 | |
Class C | | | — | | | | 6,296,227 | | | | — | | | | — | |
Class I | | | — | | | | 6,393,431 | | | | — | | | | 51,889 | |
Class K | | | — | | | | 1,070,578 | | | | — | | | | — | |
Cost of shares redeemed: | | | | | | | | | | | | | | | | |
Class A | | | (8,510,136 | ) | | | (45,471,440 | ) | | | — | | | | (326,032 | ) |
Class C | | | (10,888,219 | ) | | | (9,677,044 | ) | | | — | | | | — | |
Class I | | | (8,621,462 | ) | | | (29,407,971 | ) | | | (1,522,349 | ) | | | (5,929,127 | ) |
Class K | | | (7,907,186 | ) | | | (6,861,211 | ) | | | — | | | | — | |
Net decrease in net assets | | | | | | | | | | | | | | | | |
from capital transactions | | | (16,241,913 | ) | | | (49,385,182 | ) | | | (1,337,409 | ) | | | (5,593,411 | ) |
Total increase (decrease) in net assets | | | 19,470,446 | | | | (74,536,019 | ) | | | 2,868,111 | | | | (5,192,779 | ) |
| | | | | | | | | | | | | | | | |
Net Assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 129,427,377 | | | | 203,963,396 | | | | 15,499,862 | | | | 20,692,641 | |
End of period | | $ | 148,897,823 | | | $ | 129,427,377 | | | $ | 18,367,973 | | | $ | 15,499,862 | |
* | | As of the close of business on October 9, 2020, Class C shares and Class K shares converted into Class I shares. |
** | | As of the close of business on May 29, 2020, Class A shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square | | | | | | | |
| | Oak Ridge | | | North Square | |
| | Small Cap | | | Dynamic | |
| | Growth Fund* | | | Small Cap Fund** | |
| | Period Ended | | | | | | Period Ended | | | | |
| | November 30, | | | | | | November 30, | | | | |
| | 2020 | | | Year Ended | | | 2020 | | | Year Ended | |
| | (Unaudited) | | | May 31, 2020 | | | (Unaudited) | | | May 31, 2020 | |
Capital Share Transactions: | | | | | | | | | | | | |
Shares sold: | | | | | | | | | | | | |
Class A | | | 216,163 | | | | 703,797 | | | | — | | | | 854 | |
Class C | | | 51,042 | | | | 90,147 | | | | — | | | | — | |
Class I | | | 974,173 | | | | 323,532 | | | | 13,762 | | | | 50,444 | |
Class K | | | 56,114 | | | | 192,284 | | | | — | | | | — | |
Shares reinvested: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | 966,624 | | | | — | | | | 1 | |
Class C | | | — | | | | 2,335,742 | | | | — | | | | — | |
Class I | | | — | | | | 442,887 | | | | — | | | | 3,839 | |
Class K | | | — | | | | 75,282 | | | | — | | | | — | |
Shares redeemed: | | | | | | | | | | | | | | | | |
Class A | | | (625,735 | ) | | | (3,440,586 | ) | | | — | | | | (27,419 | ) |
Class C | | | (3,598,192 | ) | | | (3,183,348 | ) | | | — | | | | — | |
Class I | | | (561,309 | ) | | | (2,010,794 | ) | | | (119,779 | ) | | | (468,649 | ) |
Class K | | | (529,548 | ) | | | (481,601 | ) | | | — | | | | — | |
Net decrease in capital share transactions | | | (4,017,292 | ) | | | (3,986,034 | ) | | | (106,017 | ) | | | (440,930 | ) |
* | | As of the close of business on October 9, 2020, Class C shares and Class K shares converted into Class I shares. |
** | | As of the close of business on May 29, 2020, Class A shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square | | | | | | | |
| | Oak Ridge | | | North Square | |
| | All Cap Growth Fund | | | Multi Strategy Fund* | |
| | Period Ended | | | | | | Period Ended | | | | |
| | November 30, | | | | | | November 30, | | | | |
| | 2020 | | | Year Ended | | | 2020 | | | Year Ended | |
| | (Unaudited) | | | May 31, 2020 | | | (Unaudited) | | | May 31, 2020 | |
Increase (Decrease) in Net Assets from: | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | |
Net investment income (loss) | | $ | (23,062 | ) | | $ | 25,176 | | | $ | (193,544 | ) | | $ | (175,705 | ) |
Net realized gain (loss) on investments, affiliated | | | | | | | | | | | | | | | | |
issuers and foreign currency transactions | | | 182,463 | | | | 1,058,634 | | | | 74,613 | | | | (53,582 | ) |
Capital gain distributions from | | | | | | | | | | | | | | | | |
regulated investment companies | | | — | | | | — | | | | — | | | | 639,230 | |
Net change in unrealized appreciation/depreciation | | | | | | | | | | | | | | | | |
on investments and foreign currency translations | | | 2,578,536 | | | | 1,578,824 | | | | 8,753,010 | | | | 3,304,450 | |
Net increase in net assets resulting from operations | | | 2,737,937 | | | | 2,662,634 | | | | 8,634,079 | | | | 3,714,393 | |
| | | | | | | | | | | | | | | | |
Distributions to shareholders: | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | — | | | | (2,346,535 | ) |
Class C | | | — | | | | — | | | | — | | | | (449,855 | ) |
Class I | | | — | | | | (600,962 | ) | | | — | | | | (529,026 | ) |
Total | | | — | | | | (600,962 | ) | | | — | | | | (3,325,416 | ) |
| | | | | | | | | | | | | | | | |
Capital Transactions: | | | | | | | | | | | | | | | | |
Net proceeds from shares sold: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | 733,940 | | | | 6,088,259 | |
Class C | | | — | | | | — | | | | 16,997 | | | | 48,969 | |
Class I | | | 10,803 | | | | 5,465 | | | | 3,722,961 | | | | 610,000 | |
Reinvestment of Distributions: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | — | | | | 2,185,152 | |
Class C | | | — | | | | — | | | | — | | | | 420,421 | |
Class I | | | — | | | | 600,962 | | | | — | | | | 471,672 | |
Cost of shares redeemed: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | (1,766,356 | ) | | | (6,199,393 | ) |
Class C | | | — | | | | — | | | | (4,034,136 | ) | | | (6,375,487 | ) |
Class I | | | (7,925 | ) | | | (4,300,030 | ) | | | (614,774 | ) | | | (8,688,130 | ) |
Net increase (decrease) in net assets | | | | | | | | | | | | | | | | |
from capital transactions | | | 2,878 | | | | (3,693,603 | ) | | | (1,941,368 | ) | | | (11,438,537 | ) |
Total increase (decrease) in net assets | | | 2,740,815 | | | | (1,631,931 | ) | | | 6,692,711 | | | | (11,049,560 | ) |
| | | | | | | | | | | | | | | | |
Net Assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 12,190,696 | | | | 13,822,627 | | | | 44,659,718 | | | | 55,709,278 | |
End of period | | $ | 14,931,511 | | | $ | 12,190,696 | | | $ | 51,352,429 | | | $ | 44,659,718 | |
* | As of the close of business on October 9, 2020, Class C shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square | | | | | | | |
| | Oak Ridge | | | North Square | |
| | All Cap Growth Fund | | | Multi Strategy Fund* | |
| | Period Ended | | | | | | Period Ended | | | | |
| | November 30, | | | | | | November 30, | | | | |
| | 2020 | | | Year Ended | | | 2020 | | | Year Ended | |
| | (Unaudited) | | | May 31, 2020 | | | (Unaudited) | | | May 31, 2020 | |
Capital Share Transactions: | | | | | | | | | | | | |
Shares sold: | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | 39,856 | | | | 356,598 | |
Class C | | | — | | | | — | | | | 1,210 | | | | 3,361 | |
Class I | | | 567 | | | | 374 | | | | 183,018 | | | | 32,814 | |
Shares reinvested: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | — | | | | 120,071 | |
Class C | | | — | | | | — | | | | — | | | | 28,415 | |
Class I | | | — | | | | 39,187 | | | | — | | | | 24,882 | |
Shares redeemed: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | (94,827 | ) | | | (360,745 | ) |
Class C | | | — | | | | — | | | | (258,716 | ) | | | (456,848 | ) |
Class I | | | (407 | ) | | | (280,666 | ) | | | (31,618 | ) | | | (461,870 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in | | | | | | | | | | | | | | | | |
capital share transactions | | | 160 | | | | (241,105 | ) | | | (161,077 | ) | | | (713,322 | ) |
* | As of the close of business on October 9, 2020, Class C shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square Oak Ridge | |
| | Dividend Growth Fund* | |
| | Period Ended | | | | |
| | November 30, | | | | |
| | 2020 | | | Year Ended | |
| | (Unaudited) | | | May 31, 2020 | |
Increase (Decrease) in Net Assets from: | | | | | | |
Operations: | | | | | | |
Net investment income | | $ | 63,525 | | | $ | 174,074 | |
Net realized gain (loss) on investments and foreign currency transactions | | | 265,793 | | | | (1,124 | ) |
Net change in unrealized appreciation/depreciation | | | | | | | | |
on investments and foreign currency translations | | | 1,769,023 | | | | 1,087,604 | |
Net increase in net assets resulting from operations | | | 2,098,341 | | | | 1,260,554 | |
| | | | | | | | |
Distributions to shareholders: | | | | | | | | |
Distributions: | | | | | | | | |
Class A | | | — | | | | (16,267 | ) |
Class I | | | (51,510 | ) | | | (200,482 | ) |
Total | | | (51,510 | ) | | | (216,749 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Net proceeds from shares sold: | | | | | | | | |
Class A | | | — | | | | 258,921 | |
Class I | | | 873,900 | | | | 497,850 | |
Reinvestment of Distributions: | | | | | | | | |
Class A | | | — | | | | 16,267 | |
Class I | | | 51,510 | | | | 200,482 | |
Cost of shares redeemed: | | | | | | | | |
Class A | | | — | | | | (1,238,515 | ) |
Class I | | | (33,153 | ) | | | (2,553,713 | ) |
Net increase (decrease) in net assets from capital transactions | | | 892,257 | | | | (2,818,708 | ) |
Total increase (decrease) in net assets | | | 2,939,088 | | | | (1,774,903 | ) |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of period | | | 11,145,684 | | | | 12,920,587 | |
End of period | | $ | 14,084,772 | | | $ | 11,145,684 | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Shares sold: | | | | | | | | |
Class A | | | — | | | | 15,122 | |
Class I | | | 49,053 | | | | 28,103 | |
Shares reinvested: | | | | | | | | |
Class A | | | — | | | | 929 | |
Class I | | | 2,819 | | | | 11,328 | |
Shares redeemed: | | | | | | | | |
Class A | | | — | | | | (72,254 | ) |
Class I | | | (1,681 | ) | | | (140,725 | ) |
Net increase (decrease) in capital share transactions | | | 50,191 | | | | (157,497 | ) |
* | As of the close of business on May 29, 2020, Class A shares converted into Class I shares. |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Small Cap Growth Fund
FINANCIAL HIGHLIGHTS
Class A
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | | |
| Six Months Ended | | For the Year Ended May 31, | |
| November 30, 2020 | | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Net asset value, beginning of period | | $ | 12.07 | | | $ | 13.89 | | | $ | 16.85 | | | $ | 34.16 | | | $ | 34.02 | | | $ | 41.23 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | |
Net investment loss1 | | | (0.07 | ) | | | (0.15 | ) | | | (0.16 | )2 | | | (0.23 | )2 | | | (0.33 | )2 | | | (0.37 | ) |
Net realized and unrealized gain (loss) | | 3.65 | | | | 0.44 | | | | (0.34 | ) | | | 5.69 | | | | 2.62 | | | | (4.54 | ) |
Total from investment operations | | 3.58 | | | | 0.29 | | | | (0.50 | ) | | | 5.46 | | | | 2.29 | | | | (4.91 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net realized gain | | | — | | | | (2.11 | ) | | | (2.46 | ) | | | (22.77 | ) | | | (2.15 | ) | | | (2.30 | ) |
Total distributions | | | — | | | | (2.11 | ) | | | (2.46 | ) | | | (22.77 | ) | | | (2.15 | ) | | | (2.30 | ) |
Net asset value, end of period | | $ | 15.65 | | | $ | 12.07 | | | $ | 13.89 | | | $ | 16.85 | | | $ | 34.16 | | | $ | 34.02 | |
Total return3 | | | 29.63 | %6 | | | 1.16 | % | | | (1.96 | )% | | | 23.85 | % | | | 6.82 | % | | | (12.00 | )% |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 89,485 | | | $ | 73,973 | | | $ | 109,749 | | | $ | 162,714 | | | $ | 242,299 | | | $ | 357,215 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | 1.77 | %7 | | | 2.06 | % | | | 1.46 | %4 | | | 1.40 | %4 | | | 1.44 | %4 | | | 1.38 | % |
After fees waived and expenses absorbed | 1.39 | %7 | | | 1.39 | % | | | 1.38 | %4 | | | 1.38 | %4,5 | | | 1.39 | %4 | | | 1.38 | % |
Ratio of net investment loss to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | (1.46 | )%7 | | | (1.78 | )% | | | (1.08 | )%2,4 | | | (0.97 | )%2,4 | | | (1.02 | )%2,4 | | | (1.02 | )% |
After fees waived and expenses absorbed | (1.08 | )%7 | | | (1.11 | )% | | | (1.00 | )%2,4 | | | (0.95 | )%2,4 | | | (0.97 | )%2,4 | | | (1.02 | )% |
Portfolio turnover rate | | | 15 | %6 | | | 38 | % | | | 31 | % | | | 39 | % | | | 30 | % | | | 30 | % |
1 | Based on average shares outstanding for the period. |
2 | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. The ratio does not include net investment income of the investment companies in which the Fund invests. |
3 | Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown do not include payment of a sales load of 5.75% of offering price, which is reduced on sales of $50,000 or more. Returns shown do not include payment of a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 12 months of the date of purchase. If the sales load and CDSC were included, total returns would be lower. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Does not include expenses of the investment companies in which the Fund invests. |
5 | Effective October 5, 2017, the Advisor had contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that total fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.39% of average daily net assets of the Fund. Prior to October 5, 2017, the annual fund operating expense limitation was 1.40%. |
6 | Not annualized. |
7 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Small Cap Growth Fund
FINANCIAL HIGHLIGHTS
Class I5
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | | |
| Six Months Ended | | For the Year Ended May 31, | |
| November 30, 2020 | | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Net asset value, beginning of period | $ | 13.58 | | | $ | 15.35 | | | $ | 18.29 | | | $ | 35.25 | | | $ | 34.92 | | | $ | 42.12 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss1 | | | (0.06 | ) | | | (0.13 | ) | | | (0.13 | )2 | | | (0.19 | )2 | | | (0.22 | )2 | | | (0.25 | ) |
Net realized and unrealized gain (loss) | | 4.10 | | | | 0.47 | | | | (0.35 | ) | | | 6.00 | | | | 2.70 | | | | (4.65 | ) |
Total from investment operations | | 4.04 | | | | 0.34 | | | | (0.48 | ) | | | 5.81 | | | | 2.48 | | | | (4.90 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net realized gain | | | — | | | | (2.11 | ) | | | (2.46 | ) | | | (22.77 | ) | | | (2.15 | ) | | | (2.30 | ) |
Total distributions | | | — | | | | (2.11 | ) | | | (2.46 | ) | | | (22.77 | ) | | | (2.15 | ) | | | (2.30 | ) |
Net asset value, end of period | | $ | 17.62 | | | $ | 13.58 | | | $ | 15.35 | | | $ | 18.29 | | | $ | 35.25 | | | $ | 34.92 | |
Total return3 | | | 29.81 | %7 | | | 1.41 | % | | | (1.67 | )% | | | 24.19 | % | | | 7.23 | % | | | (11.74 | )% |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 59,413 | | | $ | 40,165 | | | $ | 64,501 | | | $ | 172,935 | | | $ | 1,040,256 | | | $ | 1,657,047 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | 1.51 | %8 | | | 1.78 | % | | | 1.22 | %4 | | | 1.05 | %4 | | | 1.09 | %4 | | | 1.10 | % |
After fees waived and expenses absorbed | 1.14 | %8 | | | 1.14 | % | | | 1.14 | %4 | | | 1.06 | %4,6 | | | 1.04 | %4 | | | 1.04 | % |
Ratio of net investment loss to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | (1.14 | )%8 | | | (1.50 | )% | | | (0.84 | )%2,4 | | | (0.63 | )%2,4 | | | (0.67 | )%2,4 | | | (0.75 | )% |
After fees waived and expenses absorbed | (0.77 | )%8 | | | (0.86 | )% | | | (0.75 | )%2,4 | | | (0.64 | )%2,4 | | | (0.62 | )%2,4 | | | (0.69 | )% |
Portfolio turnover rate | | | 15 | %7 | | | 38 | % | | | 31 | % | | | 39 | % | | | 30 | % | | | 30 | % |
1 | Based on average shares outstanding for the period. |
2 | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. The ratio does not include net investment income of the investment companies in which the Fund invests. |
3 | Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Does not include expenses of the investment companies in which the Fund invests. |
5 | Effective September 30, 2015, the Class Y shares were re-designated as Class I shares. |
6 | Effective October 5, 2017, the Advisor had contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that total fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.14% of average daily net assets of the Fund. Prior to October 5, 2017, the annual fund operating expense limitation was 1.05%. |
7 | Not annualized. |
8 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Dynamic Small Cap Fund
FINANCIAL HIGHLIGHTS
Class I
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | For the Period | |
| Six Months Ended | | For the Year Ended May 31, | | September 30, 2015* |
| November 30, 2020 | | | | through | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | May 31, 2016 | |
Net asset value, beginning of period | $ | 11.46 | | | $ | 11.54 | | | $ | 15.14 | | | $ | 12.07 | | | $ | 9.98 | | | $ | 10.00 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1 | | | — | | | | 0.02 | | | | (0.01 | ) | | | 0.00 | 2 | | | (0.03 | ) | | | 0.00 | 2 |
Net realized and unrealized gain (loss) | | 3.28 | | | | (0.07 | ) | | | (1.31 | ) | | | 3.11 | | | | 2.15 | | | | 0.01 | |
Total from investment operations | | 3.28 | | | | (0.05 | ) | | | (1.32 | ) | | | 3.11 | | | | 2.12 | | | | 0.01 | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.03 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) |
From net realized gain | | | — | | | | — | | | | (2.28 | ) | | | (0.04 | ) | | | (0.03 | ) | | | (0.02 | ) |
Total distributions | | | — | | | | (0.03 | ) | | | (2.28 | ) | | | (0.04 | ) | | | (0.03 | ) | | | (0.03 | ) |
Net asset value, end of period | | $ | 14.74 | | | $ | 11.46 | | | $ | 11.54 | | | $ | 15.14 | | | $ | 12.07 | | | $ | 9.98 | |
Total return3 | | | 28.60 | %4 | | | (0.44 | )% | | | (8.42 | )% | | | 25.83 | % | | | 21.29 | % | | | 0.16 | %4 |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 18,368 | | | $ | 15,500 | | | $ | 20,389 | | | $ | 28,279 | | | $ | 1,167 | | | $ | 799 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | 1.81 | %5 | | | 2.23 | % | | | 2.02 | % | | | 1.89 | % | | | 19.89 | % | | | 36.44 | %5 |
After fees waived and expenses absorbed | 1.15 | %5 | | | 1.15 | % | | | 1.15 | % | | | 1.15 | % | | | 1.15 | % | | | 1.15 | %5 |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | (0.59 | )%5 | | | (0.91 | )% | | | (0.91 | )% | | | (0.71 | )% | | | (18.97 | )% | | | (35.29 | )%5 |
After fees waived and expenses absorbed | 0.07 | %5 | | | 0.17 | % | | | (0.04 | )% | | | 0.03 | % | | | (0.22 | )% | | | 0.00 | %5 |
Portfolio turnover rate | | | 72 | %4 | | | 170 | % | | | 133 | % | | | 170 | % | | | 181 | % | | | 78 | %4 |
* | Commencement of operations. |
1 | Based on average shares outstanding for the period. |
2 | Amount represents less than $0.005 per share. |
3 | Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Not annualized. |
5 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Oak Ridge All Cap Growth Fund
FINANCIAL HIGHLIGHTS
Class I
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | For the Period | |
| Six Months Ended | | For the Year Ended May 31, | | | July 29, 2016* | |
| November 30, 2020 | | | | through | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | May 31, 2017 | |
Net asset value, beginning of period | | $ | 16.24 | | | $ | 13.94 | | | $ | 13.16 | | | $ | 11.03 | | | $ | 10.00 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1 | | | (0.03 | ) | | | 0.03 | | | | 0.00 | 2 | | | 0.01 | | | | 0.03 | |
Net realized and unrealized gain | | | 3.68 | | | | 3.00 | | | | 0.88 | | | | 2.12 | | | | 1.02 | |
Total from investment operations | | | 3.65 | | | | 3.03 | | | | 0.88 | | | | 2.13 | | | | 1.05 | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )2 | | | (0.02 | ) |
From net realized gain | | | — | | | | (0.72 | ) | | | (0.10 | ) | | | — | | | | — | |
Total distributions | | | — | | | | (0.73 | ) | | | (0.10 | ) | | | (0.00 | )2 | | | (0.02 | ) |
Net asset value, end of period | | $ | 19.89 | | | $ | 16.24 | | | $ | 13.94 | | | $ | 13.16 | | | $ | 11.03 | |
Total return3 | | | 22.46 | %4 | | | 22.05 | % | | | 6.80 | % | | | 19.31 | % | | | 10.58 | %4 |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 14,932 | | | $ | 12,191 | | | $ | 13,823 | | | $ | 14,285 | | | $ | 281 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | | | 1.50 | %5 | | | 1.88 | % | | | 2.04 | % | | | 1.99 | % | | | 45.40 | %5 |
After fees waived and expenses absorbed | | | 0.95 | %5 | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | %5 |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | | | (0.88 | )%5 | | | (0.74 | )% | | | (1.10 | )% | | | (0.96 | )% | | | (44.13 | )%5 |
After fees waived and expenses absorbed | | | (0.33 | )%5 | | | 0.19 | % | | | (0.01 | )% | | | 0.08 | % | | | 0.32 | %5 |
Portfolio turnover rate | | | 7 | %4 | | | 18 | % | | | 18 | % | | | 74 | % | | | 116 | %4 |
* | Commencement of operations. |
1 | Based on average shares outstanding for the period. |
2 | Amount represents less than $0.005 per share. |
3 | Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Not annualized. |
5 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Multi Strategy Fund
FINANCIAL HIGHLIGHTS
Class A
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | | |
| Six Months Ended | | For the Year Ended May 31, | |
| November 30, 2020 | | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Net asset value, beginning of period | $ | 16.93 | | | $ | 16.92 | | | $ | 26.95 | | | $ | 22.81 | | | $ | 19.77 | | | $ | 20.35 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1,5 | | | (0.08 | ) | | | (0.05 | ) | | | (0.06 | ) | | | (0.16 | ) | | | 0.00 | 2 | | | (0.02 | ) |
Net realized and unrealized gain (loss) | | 3.42 | | | | 1.25 | | | | (1.60 | ) | | | 4.30 | | | | 3.04 | | | | (0.56 | ) |
Total from investment operations | | 3.34 | | | | 1.20 | | | | (1.66 | ) | | | 4.14 | | | | 3.04 | | | | (0.58 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (1.19 | ) | | | — | | | | — | | | | — | | | | — | |
From net realized gain | | | — | | | | — | | | | (8.37 | ) | | | — | | | | — | | | | — | |
Total distributions | | | — | | | | (1.19 | ) | | | (8.37 | ) | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 20.27 | | | $ | 16.93 | | | $ | 16.92 | | | $ | 26.95 | | | $ | 22.81 | | | $ | 19.77 | |
Total return3 | | | 19.71 | %7 | | | 6.63 | % | | | (4.88 | )% | | | 18.15 | % | | | 15.38 | % | | | (2.85 | )% |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 41,116 | | | $ | 35,278 | | | $ | 33,287 | | | $ | 41,570 | | | $ | 40,399 | | | $ | 39,346 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived/recovered4 | | | 1.42 | %6,8 | | | 1.80 | %6 | | | 0.82 | %6 | | | 0.93 | %6 | | | 1.63 | % | | | 1.54 | % |
After fees waived/recovered4 | | | 1.20 | %6,8 | | | 1.20 | %6 | | | 1.00 | %6 | | | 1.13 | %6 | | | 1.20 | % | | | 1.20 | % |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived/recovered4,5 | | | (1.05 | )%8 | | | (0.86 | )% | | | (0.09 | )% | | | (0.43 | )% | | | (0.43 | )% | | | (0.45 | )% |
After fees waived/recovered4,5 | | | (0.83 | )%8 | | | (0.26 | )% | | | (0.27 | )% | | | (0.63 | )% | | | 0.00 | % | | | (0.11 | )% |
Portfolio turnover rate | | | 2 | %7 | | | 7 | % | | | 17 | % | | | 117 | % | | | 17 | % | | | 23 | % |
1 | Based on average shares outstanding for the period. |
2 | Amount represents less than $0.005 per share. |
3 | Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown do not include payment of a sales load of 5.75% of offering price, which is reduced on sales of $50,000 or more. Returns shown do not include payment of a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 12 months of the date of purchase. If the sales load and CDSC were included, total returns would be lower. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Does not include expenses of the investment companies in which the Fund invests. |
5 | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. The ratio does not include net investment income of the investment companies in which the Fund invests. |
6 | The Advisor does not receive management fees for Fund assets invested in other series of the Trust advised by the Advisor (affiliated investments). |
7 | Not annualized. |
8 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Multi Strategy Fund
FINANCIAL HIGHLIGHTS
Class I3
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | | |
| Six Months Ended | | For the Year Ended May 31, | |
| November 30, 2020 | | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Net asset value, beginning of period | $ | 17.73 | | | $ | 17.59 | | | $ | 27.53 | | | $ | 23.24 | | | $ | 20.14 | | | $ | 20.72 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1,5 | | | (0.02 | ) | | | (0.01 | ) | | | 0.02 | | | | (0.10 | ) | | | 0.01 | | | | (0.02 | ) |
Net realized and unrealized gain (loss) | | 3.55 | | | | 1.36 | | | | (1.59 | ) | | | 4.39 | | | | 3.09 | | | | (0.56 | ) |
Total from investment operations | | 3.53 | | | | 1.35 | | | | (1.57 | ) | | | 4.29 | | | | 3.10 | | | | (0.58 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (1.21 | ) | | | — | | | | — | | | | — | | | | — | |
From net realized gain | | | — | | | | — | | | | (8.37 | ) | | | — | | | | — | | | | — | |
Total distributions | | | — | | | | (1.21 | ) | | | (8.37 | ) | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 21.26 | | | $ | 17.73 | | | $ | 17.59 | | | $ | 27.53 | | | $ | 23.24 | | | $ | 20.14 | |
Total return2 | | | 19.95 | %7 | | | 7.17 | % | | | (4.23 | )% | | | 18.46 | % | | | 15.39 | % | | | (2.80 | )% |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 10,236 | | | $ | 5,851 | | | $ | 12,919 | | | $ | 12,434 | | | $ | 13,561 | | | $ | 14,172 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived/recovered4 | | | 1.19 | %6,8 | | | 1.38 | %6 | | | 0.44 | %6 | | | 0.72 | %6 | | | 1.26 | % | | | 1.22 | % |
After fees waived/recovered4 | | | 0.74 | %6,8 | | | 0.90 | %6 | | | 0.62 | %6 | | | 0.88 | %6 | | | 1.17 | % | | | 1.17 | % |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived/recovered4,5 | | | (0.68 | )%8 | | | (0.56 | )% | | | 0.29 | % | | | (0.22 | )% | | | (0.06 | )% | | | (0.13 | )% |
After fees waived/recovered4,5 | | | (0.23 | )%8 | | | (0.08 | )% | | | 0.10 | % | | | (0.38 | )% | | | 0.03 | % | | | (0.08 | )% |
Portfolio turnover rate | | | 2 | %7 | | | 7 | % | | | 17 | % | | | 117 | % | | | 17 | % | | | 23 | % |
1 | Based on average shares outstanding for the period. |
2 | Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
3 | Effective September 30, 2015, Class Y shares were re-designated as Class I shares. |
4 | Does not include expenses of investment companies in which the Fund invests. |
5 | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. The ratio does not include net investment income of the investment companies in which the Fund invests. |
6 | The Advisor does not receive management fees for Fund assets invested in other series of the Trust advised by the Advisor (affiliated investments). |
7 | Not annualized. |
8 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Oak Ridge Dividend Growth Fund
FINANCIAL HIGHLIGHTS
Class I
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the | | | | | | | | | | | | | | | | |
| Six Months Ended | | For the Year Ended May 31, | |
| November 30, 2020 | | |
| | (Unaudited) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Net asset value, beginning of period | $ | 17.47 | | | $ | 16.25 | | | $ | 15.65 | | | $ | 13.69 | | | $ | 12.08 | | | $ | 12.84 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income1 | | | 0.09 | | | | 0.24 | | | | 0.24 | | | | 0.24 | | | | 0.21 | | | | 0.20 | |
Net realized and unrealized gain (loss) | | 2.99 | | | | 1.28 | | | | 0.82 | | | | 1.93 | | | | 1.73 | | | | (0.58 | ) |
Total from investment operations | | 3.08 | | | | 1.52 | | | | 1.06 | | | | 2.17 | | | | 1.94 | | | | (0.38 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.08 | ) | | | (0.25 | ) | | | (0.24 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.20 | ) |
From net realized gain | | | — | | | | (0.05 | ) | | | (0.22 | ) | | | (0.01 | ) | | | (0.14 | ) | | | (0.18 | ) |
Total distributions | | | (0.08 | ) | | | (0.30 | ) | | | (0.46 | ) | | | (0.21 | ) | | | (0.33 | ) | | | (0.38 | ) |
Net asset value, end of period | | $ | 20.47 | | | $ | 17.47 | | | $ | 16.25 | | | $ | 15.65 | | | $ | 13.69 | | | $ | 12.08 | |
Total return2 | | | 17.63 | %3 | | | 9.35 | % | | | 6.94 | % | | | 15.89 | % | | | 16.25 | % | | | (2.92 | )% |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | $ | 14,085 | | | $ | 11,146 | | | $ | 12,014 | | | $ | 10,036 | | | $ | 372 | | | $ | 320 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | 1.46 | %4 | | | 1.89 | % | | | 2.38 | % | | | 2.93 | % | | | 36.24 | % | | | 42.43 | % |
After fees waived and expenses absorbed | 1.00 | %4 | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | |
Before fees waived and expenses absorbed | 0.52 | %4 | | | 0.47 | % | | | 0.18 | % | | | (0.33 | )% | | | (33.57 | )% | | | (39.73 | )% |
After fees waived and expenses absorbed | 0.98 | %4 | | | 1.36 | % | | | 1.56 | % | | | 1.60 | % | | | 1.67 | % | | | 1.70 | % |
Portfolio turnover rate | | | 18 | %3 | | | 18 | % | | | 15 | % | | | 30 | % | | | 22 | % | | | 11 | % |
1 | Based on average shares outstanding for the period. |
2 | Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
3 | Not Annualized. |
4 | Annualized. |
See accompanying Notes to Financial Statements.
North Square Funds
NOTES TO FINANCIAL STATEMENTS
November 30, 2020 (Unaudited)
Note 1 – Organization
North Square Oak Ridge Small Cap Growth Fund (“Small Cap Growth” or “Small Cap Growth Fund”), North Square Dynamic Small Cap Fund (“Dynamic Small Cap” or “Dynamic Small Cap Fund”), North Square Oak Ridge All Cap Growth Fund (“All Cap Growth” or “All Cap Growth Fund”, f.k.a North Square Oak Ridge Disciplined Growth Fund), North Square Multi Strategy Fund, (“Multi Strategy” or “Multi Strategy Fund”) and North Square Oak Ridge Dividend Growth Fund (“Dividend Growth” or “Dividend Growth Fund”) (each a “Fund” and collectively the “Funds”) are organized as a series of North Square Investments Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Small Cap Growth Fund, Dynamic Small Cap Fund, All Cap Growth Fund, Multi Strategy Fund, and Dividend Growth Fund are diversified Funds.
The Small Cap Growth Fund’s primary investment objective is to seek capital appreciated. Effective the close of business on May 10, 2019, the Small Cap Growth Fund acquired all the assets and assumed the liabilities of the Oak Ridge Small Cap Growth Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust.
The Dynamic Small Cap Fund’s primary investment objective is to seek long-term capital appreciation. Effective the close of business on May 10, 2019, the Dynamic Small Cap Fund acquired all the assets and assumed the liabilities of the Oak Ridge Dynamic Small Cap Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust.
The All Cap Growth Fund’s primary investment objective is to seek long-term growth of capital. As of September 4, 2020, the fund name North Square Oak Ridge Disciplined Growth Fund was changed to North Square Oak Ridge All Cap Growth Fund. The investment objective and principal investment strategies and portfolio managers of the Fund were not changed in connection with the name change. Effective the close of business on May 10, 2019, the All Cap Growth Fund acquired all the assets and assumed the liabilities of the Oak Ridge Disciplined Growth Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust.
The Multi Strategy Fund’s primary investment objective is to seek capital appreciation. Effective the close of business on May 10, 2019, the Multi Strategy Fund acquired all the assets and assumed the liabilities of the Oak Ridge Multi Strategy Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust.
The Dividend Growth Fund’s primary investment objective is to provide current income and to seek long-term capital appreciation. Effective the close of business on May 10, 2019, the Dividend Growth Fund acquired all the assets and assumed the liabilities of the Oak Ridge Dividend Growth Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust.
Class A shares of the Dynamic Small Cap Fund and Dividend Growth Fund closed as of the close of business on May 29, 2020, and Class C shares and Class K shares of the Small Cap Growth Fund and Class C shares of the North Square Multi Strategy Fund closed as of the close of business on October 9, 2020, and shareholders of those classes could transfer into Class I shares of their respective Fund (See Note 3).
The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, subject to the approval of the Trustees. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares in proportion to their relative shares outstanding. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan.
Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies”.
Note 2 – Accounting Policies
The following is a summary of the significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
(a) Valuation of Investments
Each Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon,
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale) as determined in good faith by the Fund’s advisor, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees. The actions of the Valuation Committee are subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee meets as needed. The Valuation Committee is comprised of all the Trustees, but action may be taken by any one of the Trustees.
Fair value pricing may be applied to foreign securities held by the Funds upon the occurrence of an event after the close of trading on non-U.S. markets but before the close of trading on the NYSE when each Fund’s NAV is determined. If the event may result in a material adjustment to the price of the Fund’s foreign securities once non-U.S. markets open on the following business day (such as, for example, a significant surge or decline in the U.S. market), the Fund may value such foreign securities at fair value, taking into account the effect of such event, in order to calculate the Fund’s NAV. Other types of portfolio securities that the Fund may fair value include, but are not limited to: (1) investments that are illiquid or traded infrequently, including “restricted�� securities and private placements for which there is no public market; (2) investments for which, in the judgment of the advisor, the market price is stale; (3) securities of an issuer that has entered into a restructuring; (4) securities for which trading has been halted or suspended; and (5) fixed income securities for which there is not a current market value quotation.
Foreign securities traded in countries outside the U.S. are fair valued by utilizing the quotations of an independent pricing service or from a brokerage firm. The pricing service or broker will use a statistical analyses and quantitative models to adjust local prices using factors such as subsequent movement and changes in the prices of indexes, securities and exchange rates in other markets in determining fair value as of the time the Fund calculates the NAVs. The Board reviews the independent third party fair valuation analysis report quarterly.
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
(b) Investment Transactions, Investment Income and Expenses
Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Funds record a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts or premiums on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Income and expenses of the Funds are allocated on a pro rata basis to each class of shares. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made. Expenses such as distribution and service fees pursuant to Rule 12b-1, transfer agent fees and expenses with respect to the Funds, that are specific to individual share classes, are accrued directly to the respective share class.
(c) Federal Income Taxes
Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Funds.
Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
The Income Tax Statement requires management of the Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Funds’ current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the open years ended May 31, 2018-2020 the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The Funds may utilize equalization accounting for tax purposes and designate earnings and profits, including net realized gains distributed to shareholders on redemption of shares, as part of the dividends paid deduction for income tax purposes.
(d) Distributions to Shareholders
The Dividend Growth Fund will make distributions of net investment income quarterly. The Small Cap Growth Fund, Dynamic Small Cap Fund, All Cap Growth Fund, and Multi Strategy Fund will make distributions of net investment income, if any, at least annually. Each Fund makes distributions of its net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.
Note 3 – Reorganization Information
Effective upon the close of business on May 29, 2020, the outstanding Class A shares of the Dynamic Small Cap Fund and the Dividend Growth Fund and effective upon the close of business on October 9, 2020, the outstanding Class C shares and Class K shares of the Small Cap Growth Fund and Class C shares of the North Square Multi Strategy Fund were converted into Class I shares of their respective funds, as applicable (the “Class Conversion”) pursuant to the Supplement to the Prospectus dated April 29, 2020 and August 10, 2020, respectively. The Class Conversion was completed based on the share classes’ relative net asset values on the date of conversion, without the imposition of any sales charge or any other charge as detailed below:
| | Shares | | | Net | | | NAV | | | Share | |
Dynamic Small Cap Fund | | Outstanding | | | Assets | | | per Share | | | Conversion Ratio | |
Class A | | | 6,302 | | | $ | 71,729 | | | $ | 11.3825 | | | 0.9929 | |
Class I (before conversion) | | | 1,345,847 | | | $ | 15,429,378 | | | $ | 11.4644 | | | | |
Class I (after conversion) | | | 1,351,995 | | | $ | 15,499,862 | | | $ | 11.4644 | | | | |
| | | | | | | | | | | | |
| | Shares | | | Net | | | NAV | | | Share | |
Dividend Growth Fund | | Outstanding | | | Assets | | | per Share | | | Conversion Ratio | |
Class A | | | 58,551 | | | $ | 1,015,389 | | | $ | 17.3420 | | | 0.9925 | |
Class I (before conversion) | | | 629,655 | | | $ | 11,001,753 | | | $ | 17.4727 | | | | |
Class I (after conversion) | | | 637,893 | | | $ | 11,145,684 | | | $ | 17.4727 | | | | |
| | | | | | | | | | | | |
| | Shares | | | Net | | | NAV | | | Share | |
Small Cap Growth Fund | | Outstanding | | | Assets | | | per Share | | | Conversion Ratio | |
Class C | | | 3,147,304 | | | $ | 9,634,212 | | | $ | 3.0611 | | | 0.1852 | |
Class K | | | 107,826 | | | $ | 1,757,464 | | | $ | 16.2991 | | | 0.9862 | |
Class I (before conversion) | | | 2,729,370 | | | $ | 45,107,746 | | | $ | 16.5268 | | | | |
Class I (after conversion) | | | 3,416,353 | | | $ | 56,461,383 | | | $ | 16.5268 | | | | |
| | | | | | | | | | | | |
| | Shares | | | Net | | | NAV | | | Share | |
Multi Strategy Fund | | Outstanding | | | Assets | | | per Share | | | Conversion Ratio | |
Class C | | | 218,468 | | | $ | 3,433,793 | | | $ | 15.7176 | | | 0.7701 | |
Class I (before conversion) | | | 319,524 | | | $ | 6,521,801 | | | $ | 20.4110 | | | | |
Class I (after conversion) | | | 487,756 | | | $ | 9,955,594 | | | $ | 20.4110 | | | | |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
Note 4 – Investment Advisory and Other Agreements
The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with North Square Investments, LLC (the “Advisor” or “NSI”). Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor based on each Fund’s average daily net assets. Fees paid to the Advisor for the period ended November 30, 2020 are reported on the Statements of Operations. The annual and tiered rates are listed by Fund in the below table:
| | Investment | |
| | Advisory Fees | |
| Small Cap Growth Fund | | |
| First $1 billion | 0.85% | |
| Thereafter | 0.80% | |
| Dynamic Small Cap Fund | 0.90% | |
| All Cap Growth Fund | 0.70% | |
| Multi Strategy Fund | 0.00% – 0.50%1 | |
| Dividend Growth Fund | 0.75% | |
1 | The annual advisory fee is calculated as follows: (i) 0.00% for Fund assets invested in other series of the Trust advised by the Advisor (“affiliated investments”) and (ii) 0.50% for Fund assets invested in non-affiliated investments. For the period ended November 30, 2020, the amount of advisory fees waived due to affiliated investments is reported under “Affiliated fund fees waived” on the Statements of Operations. |
The Advisor engages Oak Ridge Investments, LLC (“Oak Ridge”) to manage the Small Cap Growth Fund, All Cap Growth Fund, Multi Strategy Fund and Dividend Growth Fund as a sub-advisor. The Advisor also engages Algert Global LLC (“Algert Global”) to manage the Dynamic Small Cap Fund as a sub-advisor. Each sub-advisor is entitled to receive an annual fee paid solely by the Adviser in the amount of 50% of the investment advisory fees.
The Advisor has contractually agreed to waive its fee and, if necessary, to absorb other operating expenses to ensure that total annual operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses) are limited. The agreements are effective until the dates listed below and may be terminated before those dates only by the Trust’s Board of Trustees. The table below contains the agreement expiration and expense cap by Fund and by Class:
| | Total Limit on Annual Operating Expenses |
| | Class A | Class C | Class I | Class K |
| Agreement Expires | Shares† | Shares† | Shares† | Shares† |
Small Cap Growth Fund | September 30, 2021 | 1.39% | 2.14% | 1.14% | 0.99% |
Dynamic Small Cap Fund | September 30, 2029 | — | — | 1.15% | — |
All Cap Growth Fund | September 30, 2029 | 1.20% | — | 0.95% | — |
Multi Strategy Fund | September 30, 2029 | 1.20% | 2.10% | 1.17% | — |
Dividend Growth Fund | September 30, 2029 | — | — | 1.00% | — |
† | The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets. |
Each Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending thirty-six months after the date of the waiver or payment. The Multi Strategy Fund includes a maximum reimbursement of 0.20% per fiscal year. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. The Advisor may recapture all or a portion of this amount no later than the dates stated below:
| | | Small Cap Growth Fund | |
| | | Class A | | | Class I | | | Total | |
| May 31, 2021 | | $ | 12,733 | | | $ | — | | | $ | 12,733 | |
| May 31, 2022 | | $ | 115,146 | | | $ | 127,530 | | | $ | 242,676 | |
| May 31, 2023 | | $ | 642,383 | | | $ | 341,572 | | | $ | 983,955 | |
| May 31, 2024 | | $ | 156,853 | | | $ | 85,045 | | | $ | 241,898 | |
| | | $ | 927,115 | | | $ | 554,147 | | | $ | 1,481,262 | |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
| | | Multi Strategy Fund | |
| | | Class A | | | Class I | | | Total | |
| May 31, 2021 | | $ | — | | | $ | — | | | $ | — | |
| May 31, 2022 | | $ | — | | | $ | — | | | $ | — | |
| May 31, 2023 | | $ | 45,387 | | | $ | — | | | $ | 45,387 | |
| May 31, 2024 | | $ | — | | | $ | — | | | $ | — | |
| | | $ | 45,387 | | | $ | — | | | $ | 45,387 | |
| | | | | | | | | | |
| | | Dynamic | | | All Cap | | | Dividend | |
| | | Small | | | Growth | | | Growth | |
| | | Cap Fund | | | Fund | | | Fund | |
| May 31, 2021 | | $ | 174,858 | | | $ | 134,755 | | | $ | 152,015 | |
| May 31, 2022 | | $ | 221,364 | | | $ | 162,758 | | | $ | 166,469 | |
| May 31, 2023 | | $ | 206,505 | | | $ | 120,773 | | | $ | 119,996 | |
| May 31, 2024 | | $ | 56,272 | | | $ | 38,145 | | | $ | 29,857 | |
| | | $ | 658,999 | | | $ | 456,431 | | | $ | 468,337 | |
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“GFS”) serves as the Funds’ fund accountant, transfer agent and administrator. U.S. Bank N.A., serves as the Funds’ custodian. The Funds’ allocated fees incurred for fund accounting, transfer agency, fund administration and custody services for the period ended November 30, 2020 are reported on the Statements of Operations.
Compass Distributors, LLC serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.
Cipperman Compliance Services provides Chief Compliance Officer (“CCO”) services to the Trust. The Funds’ allocated fees incurred for CCO services for the period ended November 30, 2020, are reported on the Statements of Operations.
Note 5 – Federal Income Taxes
At May 31, 2020, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
| | Small Cap | | | Dynamic | | | All Cap | |
| | Growth Fund | | | Small Cap Fund | | | Growth Fund | |
Cost of investments | | $ | 99,310,321 | | | $ | 15,145,375 | | | $ | 7,846,423 | |
Gross unrealized appreciation | | $ | 38,469,951 | | | $ | 2,041,194 | | | $ | 4,412,724 | |
Gross unrealized depreciation | | | (5,354,667 | ) | | | (1,649,283 | ) | | | (44,820 | ) |
Net unrealized appreciation on investments | | $ | 33,115,284 | | | $ | 391,911 | | | $ | 4,367,904 | |
| | | | | | | | | | | | |
| | Multi Strategy | | | Dividend | | | | | |
| | Fund | | | Growth Fund | | | | | |
Cost of investments | | $ | 40,241,608 | | | $ | 9,311,763 | | | | | |
Gross unrealized appreciation | | $ | 5,734,317 | | | $ | 2,841,145 | | | | | |
Gross unrealized depreciation | | | (1,116,663 | ) | | | (116,757 | ) | | | | |
Net unrealized appreciation on investments | | $ | 4,617,654 | | | $ | 2,724,388 | | | | | |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended May 31, 2020, permanent differences in book and tax accounting have been reclassified to paid in capital, accumulated net investment income/loss and accumulated net realized gain/loss as follows:
| | Increase (Decrease) | |
| | | | | Total | |
| | | | | Distributable | |
| | Paid In Capital | | | Earnings | |
Small Cap Growth Fund | | $ | 18,512,073 | | | $ | (18,512,073 | ) |
Dynamic Small Cap Fund | | $ | — | | | $ | — | |
All Cap Growth Fund | | $ | 124,742 | | | $ | (124,742 | ) |
Multi Strategy Fund | | $ | 1,605,923 | | | $ | (1,605,923 | ) |
Dividend Growth Fund | | $ | — | | | $ | — | |
As of May 31, 2020, the components of accumulated earnings (deficit) on a tax basis for the Funds were as follows:
| | Small Cap | | | Dynamic | | | All Cap | |
| | Growth Fund | | | Small Cap Fund | | | Growth Fund | |
Undistributed ordinary income | | $ | — | | | $ | — | | | $ | 15,967 | |
Undistributed long-term gains | | | 4,719,440 | | | | — | | | | 573,735 | |
Accumulated earnings | | $ | 4,719,440 | | | $ | — | | | $ | 589,702 | |
Accumulated capital and other losses | | $ | (632,616 | ) | | $ | (910,321 | ) | | $ | — | |
Net unrealized appreciation on investments | | | 33,115,284 | | | | 391,911 | | | | 4,367,904 | |
Total accumulated earnings | | $ | 37,202,108 | | | $ | (518,410 | ) | | $ | 4,957,606 | |
| | | | | | | | | | | | |
| | Multi Strategy | | | Dividend | | | | | |
| | Fund | | | Growth Fund | | | | | |
Undistributed ordinary income | | $ | — | | | $ | — | | | | | |
Undistributed long-term gains | | | — | | | | — | | | | | |
Accumulated earnings | | $ | — | | | $ | — | | | | | |
Accumulated capital and other losses | | $ | (111,693 | ) | | $ | (36,080 | ) | | | | |
Net unrealized appreciation on investments | | | 4,617,654 | | | | 2,724,388 | | | | | |
Total accumulated earnings | | $ | 4,505,961 | | | $ | 2,688,308 | | | | | |
The tax character of distributions paid during the period ended November 30, 2020 and fiscal year ended May 31, 2020 were as follows:
| | Small Cap | | | Dynamic | | | All Cap | |
| | Growth Fund | | | Small Cap Fund | | | Growth Fund | |
| | November 30, | | | May 31, | | | November 30, | | | May 31, | | | November 30, | | | May 31, | |
Distributions paid from: | | 2020 | | | 2020 | | | 2020 | | | 2020 | | | 2020 | | | 2020 | |
Ordinary income | | $ | — | | | $ | — | | | $ | — | | | $ | 51,913 | | | $ | — | | | $ | 5,773 | |
Net long-term capital gains | | | — | | | | 27,681,910 | | | | — | | | | — | | | | — | | | | 595,189 | |
Total distributions paid | | $ | — | | | $ | 27,681,910 | | | $ | — | | | $ | 51,913 | | | $ | — | | | $ | 600,962 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Multi Strategy | | | Dividend | | | | | | | | | |
| | Fund | | | Growth Fund | | | | | | | | | |
| | November 30, | | | May 31, | | | November 30, | | | May 31, | | | | | | | | | |
Distributions paid from: | | 2020 | | | 2020 | | | 2020 | | | 2020 | | | | | | | | | |
Ordinary income | | $ | — | | | $ | 3,325,416 | | | $ | 51,510 | | | $ | 216,749 | | | | | | | | | |
Net long-term capital gains | | | — | | | | — | | | | — | | | | — | | | | | | | | | |
Total distributions paid | | $ | — | | | $ | 3,325,416 | | | $ | 51,510 | | | $ | 216,749 | | | | | | | | | |
As of May 31, 2020, the Funds did not have any accumulated capital loss carryforwards.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
As of May 31, 2020, the Funds had the following qualified late-year ordinary losses which are deferred until fiscal year 2021 for tax purposes. Net late-year losses incurred after December 31, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.
| | Late Year Losses | | | Post October Losses | |
Small Cap Growth Fund | | $ | (632,616 | ) | | $ | — | |
Dynamic Small Cap Fund | | $ | — | | | $ | (910,321 | ) |
All Cap Growth Fund | | $ | — | | | $ | — | |
Multi Strategy Fund | | $ | (111,693 | ) | | $ | — | |
Dividend Growth Fund | | $ | (36,080 | ) | | $ | — | |
Note 6 – Investment Transactions
For the period ended November 30, 2020, purchases and sales of investments were as follows:
| | Purchases | | | Sales | |
Small Cap Growth Fund | | $ | 20,255,167 | | | $ | 35,040,764 | |
Dynamic Small Cap Fund | | $ | 11,789,138 | | | $ | 13,084,978 | |
All Cap Growth Fund | | $ | 948,753 | | | $ | 884,733 | |
Multi Strategy Fund | | $ | 1,088,482 | | | $ | 2,959,015 | |
Dividend Growth Fund | | $ | 2,260,992 | | | $ | 2,171,039 | |
Note 7 – Shareholder Servicing Plan
The Trust, on behalf of the Funds, has adopted a Shareholder Servicing Plan to pay a fee at an annual rate of up to 0.15% of each Fund’s average daily net assets of shares serviced by shareholder servicing agents who provide administrative and support services to their customers.
For the period ended November 30, 2020, shareholder servicing fees incurred are disclosed on the Statements of Operations.
Note 8 – Distribution Plan
The Trust, on behalf of each Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that allows each Fund to pay distribution fees for the sale and distribution of its Class A and Class C shares. The Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of each Fund’s average daily net assets attributable to Class A shares and 1.00% of average daily net assets attributable to Class C shares.
For the period ended November 30, 2020, distribution fees incurred with respect to Class A and Class C shares are disclosed on the Statements of Operations.
Note 9 – Indemnifications
In the normal course of business, the Funds enter into contracts that contain a variety of representations which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.
Note 10 – Fair Value Measurements and Disclosure
Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.
Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Funds’ investments. These inputs are summarized into three broad Levels as described below:
| • | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| | |
| • | Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
| | |
| • | Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of November 30, 2020, in valuing the Funds’ assets carried at fair value:
Small Cap Growth Fund | | Level 1 | | | Level 2* | | | Level 3** | | | Total | |
Investments | | | | | | | | | | | | |
Common Stocks1 | | $ | 140,098,227 | | | $ | — | | | $ | — | | | $ | 140,098,227 | |
REITs | | | 4,779,609 | | | | — | | | | — | | | | 4,779,609 | |
Short-Term Investment | | | 4,245,981 | | | | — | | | | — | | | | 4,245,981 | |
Total | | $ | 149,123,817 | | | $ | — | | | $ | — | | | $ | 149,123,817 | |
| | | | | | | | | | | | | | | | |
Dynamic Small Cap Fund | | Level 1 | | | Level 2* | | | Level 3 | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Common Stocks1 | | $ | 16,897,824 | | | $ | — | | | $ | — | | | $ | 16,897,824 | |
REITs | | | 1,287,184 | | | | — | | | | — | | | | 1,287,184 | |
Right | | | — | | | | — | | | | 818 | | | | 818 | |
Short-Term Investment | | | 195,857 | | | | — | | | | — | | | | 195,857 | |
Total | | $ | 18,380,865 | | | $ | — | | | $ | 818 | | | $ | 18,381,683 | |
| | | | | | | | | | | | | | | | |
All Cap Growth Fund | | Level 1 | | | Level 2* | | | Level 3** | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Common Stocks1 | | $ | 14,221,347 | | | $ | — | | | $ | — | | | $ | 14,221,347 | |
REIT | | | 138,163 | | | | — | | | | — | | | | 138,163 | |
Short-Term Investment | | | 590,912 | | | | — | | | | — | | | | 590,912 | |
Total | | $ | 14,950,422 | | | $ | — | | | $ | — | | | $ | 14,950,422 | |
| | | | | | | | | | | | | | | | |
Multi Strategy Fund | | Level 1 | | | Level 2* | | | Level 3** | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Mutual Funds | | $ | 48,717,023 | | | $ | — | | | $ | — | | | $ | 48,717,023 | |
Short-Term Investment | | | 2,893,084 | | | | — | | | | — | | | | 2,893,084 | |
Total | | $ | 51,610,107 | | | $ | — | | | $ | — | | | $ | 51,610,107 | |
| | | | | | | | | | | | | | | | |
Dividend Growth Fund | | Level 1 | | | Level 2* | | | Level 3** | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Common Stocks1 | | $ | 13,094,420 | | | $ | — | | | $ | — | | | $ | 13,094,420 | |
REITs | | | 717,004 | | | | — | | | | — | | | | 717,004 | |
Short-Term Investment | | | 280,676 | | | | — | | | | — | | | | 280,676 | |
Total | | $ | 14,092,100 | | | $ | — | | | $ | — | | | $ | 14,092,100 | |
1 | | All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major sector classification, please refer to the Schedule of Investments. |
* | | The Fund did not hold any Level 2 securities at period end. |
** | | The Fund did not hold any Level 3 securities at period end. |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:
| Dynamic Small Cap Fund |
Beginning balance May 31, 2020 | | $ | 5,544 | |
Transfers into Level 3 during the period | | | — | |
Transfers out of Level 3 during the period | | | — | |
Total realized gain (loss) | | | — | |
Total unrealized appreciation (depreciation) | | | (4,726 | ) |
Net purchases | | | — | |
Net sales | | | — | |
Balance as of November 30, 2020 | | $ | 818 | |
| | | | | Impact to |
| | | | | Valuation from |
| Fair Value | Valuation | Unobservable | Input | an increase |
| November 30, 2020 | Methodologies | Input1 | Range/Value | in Input2 |
Dynamic | | | Adjusted by management | | |
Small Cap Fund – | | Fair Value | to reflect | | |
Rights | $818 | Pricing | current conditions | — | Increase |
1 | The investment advisor considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. The Fund’s use of fair value pricing may cause the net asset value of Fund shares to differ from the net asset value that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security. |
2 | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
Note 11 – Investments in Affiliated Issuers
An affiliated issuer is an entity in which the Fund has ownership of at least 5% of the voting securities or any investment in a North Square Fund. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain securities shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in excess of 5% of the outstanding shares at period-end. The table below reflects transactions during the period with entities that are affiliates as of November 30, 2020 and may include acquisitions of new investments, prior year holdings that became affiliated during the period and prior period affiliated holdings that are no longer affiliated as of period-end.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
November 30, 2020 (Unaudited)
Multi Strategy Fund | |
| | | | | | | | | Change in | | | | | | | |
| Value, | | | | | | Net | | Unrealized | | Value, | | | | Capital | |
| Beginning | | | | Sales | | Realized | | Appreciation | | End | | Dividend | | Gain | |
| of Period | | Purchases | | Proceeds | | Gain (Loss) | | (Depreciation) | | of Period | | Income | | Distributions | |
Advisory Research All Cap | | | | | | | | | | | | | | | |
Value Fund – Class I | $ | — | | $ | 1,000,000 | | $ | — | | $ | — | | $ | 148,587 | | $ | 1,148,587 | | $ | — | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Dynamic Small Cap | | | | | | | | | | | | | | | | | | | | | | | | |
Fund – Class I | | 14,625,699 | | | — | | | 1,250,000 | | | 18,998 | | | 3,959,681 | | | 17,354,378 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
All Cap Growth | | | | | | | | | | | | | | | | | | | | | | | | |
Fund – Class I | | 11,777,503 | | | — | | | — | | | — | | | 2,644,826 | | | 14,422,329 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Dividend Growth | | | | | | | | | | | | | | | | | | | | | | | | |
Fund – Class I | | 10,565,429 | | | 45,348 | | | — | | | — | | | 1,817,564 | | | 12,428,341 | | | 45,348 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Strategic Income | | | | | | | | | | | | | | | | | | | | | | | | |
Fund – Class I | | 1,107,398 | | | 12,505 | | | — | | | — | | | 50,884 | | | 1,170,787 | | | 12,505 | | | — | |
| $ | 38,076,029 | | $ | 1,057,853 | | $ | 1,250,000 | | $ | 18,998 | | $ | 8,621,542 | | $ | 46,524,422 | | $ | 57,853 | | $ | — | |
| | Shares, | | | | | | | | | Shares, | |
| | Beginning | | | | | | | | | End | |
| | of Period | | | Purchases | | | Sales | | | of Period | |
Advisory Research All Cap | | | | | | | | | | | | |
Value Fund – Class I | | | — | | | | 110,391 | | | | — | | | | 110,391 | |
| | | | | | | | | | | | | | | | |
Dynamic Small Cap | | | | | | | | | | | | | | | | |
Fund – Class I | | | 1,275,860 | | | | — | | | | (98,638 | ) | | | 1,177,222 | |
| | | | | | | | | | | | | | | | |
All Cap Growth | | | | | | | | | | | | | | | | |
Fund – Class I | | | 725,126 | | | | — | | | | — | | | | 725,126 | |
| | | | | | | | | | | | | | | | |
Dividend Growth | | | | | | | | | | | | | | | | |
Fund – Class I | | | 604,682 | | | | 2,482 | | | | — | | | | 607,164 | |
| | | | | | | | | | | | | | | | |
Strategic Income | | | | | | | | | | | | | | | | |
Fund – Class I | | | 113,000 | | | | 1,251 | | | | — | | | | 114,251 | |
| | | | | | | | | | | | | | | 2,734,154 | |
Note 12 – Events Subsequent to the Fiscal Period End
The Funds have adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Funds’ related events and transactions that occurred through the date of issuance of the Funds’ financial statements.
At a regular meeting of the Board of Trustees on December 16, 2020, the Advisor and the Board approved a resolution to acquire the Stadion Tactical Growth Fund, Stadion Tactical Defensive Fund, and Stadion Trilogy Alternative Return Fund (the “Stadion Funds”). The Stadion Funds will be reorganized into separate funds within the North Square Investments Trust upon receiving the approval by the shareholders of each Stadion Fund.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited)
Board Consideration of the Investment Advisory and Sub-Advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that each mutual fund’s board of trustees, including a majority of those trustees who are not “interested persons” of the fund, as defined in the 1940 Act (the “Independent Trustees”), initially approve, and annually review and consider the continuation of, the fund’s investment advisory and sub-advisory agreements. At a meeting held on August 6, 2020 (the “Meeting”), the Board of Trustees (the “Board”) of North Square Investments Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the continuation of: (i) the investment management agreement (the “Management Agreement”) between North Square Investments, LLC (the “Adviser”) and the Trust, on behalf of each of its series (each, a “Fund” and collectively, the “Funds”); (ii) the investment sub-advisory agreement between the Adviser and Oak Ridge Investments, LLC (“Oak Ridge Investments”), with respect to North Square Oak Ridge Small Cap Growth Fund, North Square Oak Ridge All Cap Growth Fund (f.k.a. North Square Oak Ridge Disciplined Growth Fund), North Square Oak Ridge Dividend Growth Fund and North Square Multi Strategy Fund; and (iii) the investment sub-advisory agreement between the Adviser and Algert Global LLC (“Algert Global” and collectively with Oak Ridge Investments, the “Sub-Advisers”), with respect to North Square Dynamic Small Cap Fund. The Adviser and the Sub-Advisers are collectively referred to as the “Advisers.” The investment sub-advisory agreements with the Sub-Advisers are collectively referred to as the “Sub-Advisory Agreements,” and the Management Agreement and the Sub-Advisory Agreements are collectively referred to as the “Agreements.”
In connection with its consideration of the Agreements, the Board requested and reviewed responses from the Advisors to questions posed to the Advisers on behalf of the Independent Trustees and supporting materials relating to those questions and responses. In this capacity, the Board reviewed and discussed various information that had been provided prior to the Meeting, including the Management Agreement, the Sub-Advisory Agreements, memorandums provided by both legal counsel and independent trustee counsel summarizing the guidelines relevant to the Board’s consideration of the approvals of such Agreements, a memorandum and other information provided in response to a request from the Board from the Adviser (including each of the Advisers’ Form ADV Part 1A, brochures and brochure supplements, a profitability analysis, comparative information about the Funds’ performance for periods ended June 30, 2020, management fees and expense ratios, composite performance of similar accounts managed by the Adviser, trading and commission information and other pertinent information. In addition, the Board considered such additional information as it deemed reasonably necessary to evaluate the Agreements, as applicable, with respect to each Fund.
The Board considered the Adviser’s 15(c) response and discussed various questions and information with representatives of the Advisers at the Meeting. The Board also considered the materials and presentations by Fund officers and representatives of the Advisers and Sub-Advisers received at the Meeting concerning the Agreements. The Board also took into account information reviewed periodically throughout the year that was relevant to its consideration of the Agreements, including performance, management fee and other expense information and discussions with the Funds’ portfolio managers. Based on its evaluation of this information, the Board, which is comprised solely of Independent Trustees, approved the continuation of the Agreements for the Funds for an additional one-year period.
In determining whether to approve the Agreements for a Fund, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate in the exercise of their reasonable business judgment. While individual members of the Board may have weighed certain factors differently, the Board’s determination to approve the Agreements was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Agreements. The Board was also furnished with an analysis of its fiduciary obligations in connection with its evaluation of the Agreements and, throughout the evaluation process, the Board was assisted by counsel for the Funds. The Independent Trustees were also separately assisted by independent legal counsel, from whom they received separate legal advice and with whom they met separately. A more detailed summary of the important, but not necessarily all, factors the Board considered with respect to its renewal of the Agreements is provided below.
Nature, Extent and Quality of Services
The Board considered information regarding the nature, extent and quality of services being provided to the Funds by the Advisers. The Board considered, among other things, the terms of the Agreements and the range of services being provided by the Advisers. The Board noted the non-investment advisory services being provided by the Adviser is consistent with the terms of the Management Agreements, including the supervision and coordination of the Funds’ services providers and the provision of related administrative and other services. The Board considered each Adviser’s reputation, organizational structure, resources and overall financial strength, as well as its willingness to consider and implement organizational and operational changes designed to enhance services to the Funds. The Board considered the Advisers’ professional personnel who provide services to the Funds, including each Adviser’s ability and experience in attracting and retaining qualified personnel to service the Funds. The Board also considered the compliance programs and compliance records of the Advisers. The Board noted the Advisers’ support of the Funds’ compliance control structure, including the resources that are devoted by the Advisers in support of the Funds’ obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Advisers to combat cybersecurity risks and invest in business continuity planning.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
With respect to the Adviser, the Board considered the Funds’ ongoing operation in a “manager-of-managers” structure and reviewed the responsibilities that the Adviser has under this structure, including monitoring and evaluating the performance of the Sub-Advisers, monitoring the Sub-Advisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds, and supervising the Sub-Advisers with respect to the services that the Sub-Advisers currently provide under the Sub-Advisory Agreements. In this regard, the Board evaluated information about the nature and extent of responsibilities retained and risks assumed by the Adviser and not delegated to or assumed by the Sub-Advisers. The Board also considered the process used by the Adviser, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement.
With respect to the Sub-Advisers, which provide certain day-to-day portfolio management services for the Funds, subject to oversight by the Adviser, the Board considered, among other things, the quality of each Sub-Adviser’s investment personnel, its investment philosophies and processes, its investment research capabilities and resources, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board considered the experience of each Fund’s portfolio managers, the number of accounts managed by the portfolio managers, and each Sub-Adviser’s method for compensating the portfolio managers. Moreover, the Board considered that the Adviser oversees potential conflicts of interest between each Fund’s investments and those of other funds or accounts managed by the Fund’s portfolio managers.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services being provided by the Adviser and the Sub-Advisers, taken as a whole, remain appropriate and consistent with the terms of the Management Agreement and the Sub-Advisory Agreements. In addition, the Board concluded that each Fund was likely to continue to benefit from services being provided under each of the Agreements.
Fund Performance
The Board reviewed the performance of each Fund over different time periods presented in the materials. The Board noted that performance for certain longer time periods were the performance of Predecessor Funds that had similar investment objectives that were managed by the same Sub-Advisers prior to joining the Trust.
The Board considered information and materials provided to the Board by the Advisers concerning Fund performance, as well as information from Morningstar Inc. (“Morningstar”), an independent provider of investment company data, comparing the investment performance of each Fund to its respective benchmark index, and to a universe of peer funds as determined by Morningstar (the “Universe”) and a more focused peer group of funds selected from the Universe by Morningstar (the “Peer Group”). The Board received a description of the methodology used by Morningstar to select the funds in each Fund’s Peer Group and Universe and considered potential imprecision resulting from the selection methodology. For details regarding each Fund’s performance for various periods ended June 30, 2020, see the Fund-by-Fund synopsis below.
The Board received information concerning, and discussed factors contributing to, the performance of the Funds relative to their respective benchmarks and Universes for the relevant periods. The Board took note of the explanations for any relative underperformance of a Fund during these periods, including with respect to investment decisions and market factors that affected the Fund’s investment performance.
Based on these considerations, the Board concluded that it was satisfied that the Adviser and the Sub-Advisers continue to have the capability of providing satisfactory investment performance for the Funds, as applicable.
Management Fees and Expenses
The Board reviewed and considered the management fee rate of each Fund that is being paid to the Adviser under the Management Agreement and each Fund’s total net expense ratio. The Board noted that each Fund’s total net expense ratio was as a result of the Adviser’s contractual agreement to limit the Funds’ total operating expenses to specified levels for a period of at least one year (at least ten years for certain Funds) from the date of the initial prospectus. The Board also reviewed and considered the sub-advisory fee rates being paid by the Adviser to each Sub-Adviser for sub-advisory services. The Board reviewed information from Morningstar comparing each Fund’s management fee rate and total expense ratio relative to a group of its peer funds as determined by Morningstar. The peer group for expense comparison was prepared and determined at a different time and differs in part from the performance peer group. While the Board recognized that comparisons between a Fund and its peer funds may be imprecise, the comparative information provided by Morningstar assisted the Board in evaluating the reasonableness of each Fund’s fees and total expense ratio. For details regarding each Fund’s expenses, see the Fund-by-Fund synopsis below.
The Board also received and considered information about the portion of the management fee that is being retained by the Adviser after payment of the fee to each Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
received and evaluated information about the nature and extent of responsibilities that are retained and risks that are assumed by Adviser and not delegated to or assumed by the Sub-Advisers, and about the Adviser’s on-going oversight services. The Board also considered that the sub-advisory fees being paid to each Sub-Adviser had been negotiated by the Adviser on an arm’s length basis.
The Board also received and considered information about the nature and extent of services offered and fee rates charged by the Adviser and the Sub-Advisers to other types of clients with investment strategies similar to those of the Funds. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board concluded that the compensation payable to the Adviser under the Management Agreement and to the Sub-Advisers under the Sub-Advisory Agreements were reasonable.
Profitability
The Board received and considered information concerning the Adviser’s costs of sponsoring the Funds and the profitability to the Adviser from providing services to the Funds. The Adviser reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. The Board noted that the levels of profitability reported on a Fund-by-Fund basis may be affected by numerous factors including, among other things, the size, type and age of the Fund and fee waivers and expense reimbursements by the Adviser. The Board also received information relating to the operations and profitability to each Sub-Adviser from providing services to the Funds. The Board considered representations from the Adviser and each Sub-Adviser that the Sub-Adviser’s fees were negotiated at arm’s length on a Fund-by-Fund basis and that the sub-advisory fees are paid by the Adviser and not the Funds. Accordingly, the Board concluded that the profitability of each Sub-Adviser is a less relevant factor with respect to the Board’s consideration of the Sub-Advisory Agreements.
Based on its review, the Board did not deem the profits reported by the Advisers from services being provided to the Funds to be at a level that would prevent it from approving the Agreements.
Economies of Scale
The Board received and considered information about the potential for the Adviser to experience economies of scale in the provision of management services to each Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits may be shared with shareholders of the Fund. The Board reviewed the breakpoints in the management fee schedule for each Fund, if any, which reduce fee rates as the Fund’s assets grow over time. The Board considered that in addition to management fee breakpoints, the Adviser may share potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that the Adviser’s arrangements with respect to the Funds constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
“Fall-Out” Benefits
The Board received and considered information regarding potential “fall-out” or ancillary benefits that the Adviser and its affiliates may receive as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in the Adviser’s business as a result of their relationships with the Fund. In addition, the Board considered the potential benefits, other than subadvisory fees, that the Sub-Advisers and their affiliates may receive because of their relationships with the Funds, including the benefits of research services that may be available to the Sub-Adviser as a result of securities transactions effected for the Funds and other investment advisory clients, as well as other benefits from increases in assets under management.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits that may be received by the Advisers and their affiliates are unreasonable.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Fund-by-Fund Factors
North Square Oak Ridge Small Cap Growth Fund
| • | The Board noted that the Fund’s performance was below the median performance of the Peer Group for the 3-, 5-, 7- and 10-year periods. The Board also noted that the Fund’s performance was above its benchmark for the 3-year period and below its benchmark for the 1-, 5- and 10-year periods. |
| | |
| • | The Board noted that the Fund’s management fee rate was equal to the median rate of the Peer Group. The Board noted that the Fund’s total net expense ratio was below the median rate of the Peer Group. |
North Square Oak Ridge All Cap Growth Fund
| • | The Board noted that the Fund’s performance was above the median performance of the Peer Group for the 3-year period. The Board also noted that the Fund’s performance was below its benchmark for the 1- and 3-year periods. |
| | |
| • | The Board noted that the Fund’s management fee rate was above the median rate of the Peer Group. The Board noted that the Fund’s total net expense ratio was above the median rate of the Peer Group. |
North Square Oak Ridge Dividend Growth Fund
| • | The Board noted that the Fund’s performance was above the median performance of the Peer Group for the 3-, 5- and 7-year periods. The Board also noted that the Fund’s performance was above its benchmark for the 3-year period and below its benchmark for the 1- and 5-year periods. |
| | |
| • | The Board noted that the Fund’s management fee rate was above the median rate of the Peer Group. The Board noted that the Fund’s total net expense ratio was above the median rate of the Peer Group. |
North Square Multi Strategy Fund
| • | The Board noted that the Fund’s performance was above the median performance of the Peer Group for the 3-, 5-, 7- and 10-year periods. The Board also noted that the Fund’s performance was below its benchmark for the 1-, 3-, 5- and 10-year periods. |
| | |
| • | The Board noted that the Fund’s management fee rate was below the median rate of the Peer Group. The Board noted that the Fund’s total net expense ratio was above the median rate of the Peer Group. The Board considered that the Adviser does not receive management fees from the Fund with respect to assets that are invested in underlying funds advised by the Adviser. |
North Square Dynamic Small Cap Fund
| • | The Board noted that the Fund’s performance was above the median performance of the Peer Group for the 3-year period. The Board also noted that the Fund’s performance was above its benchmark for the 1-, 3-, 5- and 10-year periods. |
| | |
| • | The Board noted that the Fund’s management fee rate was above the median rate of the Peer Group. The Board noted that the Fund’s total net expense ratio was above the median rate of the Peer Group. |
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously approved the continuation of the Agreements.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Trustees and Officers Information
Additional information about the Trustees is included in each Fund’s Statement of Additional Information which is available, without charge, upon request by calling (855) 551-5521 or on the Funds’ website at www.northsquareinvest.com. The Trustees and officers of each Fund and their principal occupations during the past five years are as follows:
| | | | Number of | |
| | | | Portfolios | |
| | | | in Fund | Other Directorship/ |
Name, Addressa, | | | | Complex | Trusteeship |
Year of Birth and | | Term of Office | | Overseen | Positions held by |
Position(s) with | Position with | and Length of | Principal Occupations During | by | Trustee During |
the Trust | the Trust | Time Servedb | the Past Five Years or Longer | Trusteec | the Past 5 Years |
Independent Trustees | | | | | |
David B. Boon | Trustee | 08/2018 to present | Chief Financial Officer and Managing | 9 | None |
(1960) | | | Director, Eagle Capital Management, LLC | | |
| | | (since 2018); Chief Financial Officer and | | |
| | | Partner, Cedar Capital, LLC (2013 – 2018). | | |
Donald J. Herrema | Chairman of the | 08/2018 to present | Vice Chair and Chief Investment Officer, | 9 | Chairman and Director |
(1952) | Board and Trustee | | Independent Life Insurance Company | | Emeritus, TD Funds |
| | | (since 2018); Financial Services Executive, | | USA (2009 – 2019); |
| | | Advisor and Founder of BlackSterling | | Director, Abel Noser |
| | | Partners, LLC (private investments and | | Holdings, LLC (since |
| | | advisory firm) (since 2004); Executive Vice | | 2016); Member, USC |
| | | Chairman and Senior Advisor at Kennedy | | Marshall Business School |
| | | Wilson (real estate investment company) | | Board (since 2010); |
| | | (2009 – 2016). | | President and Trustee, |
| | | | | Christ Church |
| | | | | (2008 – 2016); Director, |
| | | | | Lepercq de Neuflize |
| | | | | (2009 – 2016); Chairman |
| | | | | and Trustee Emeritus |
| | | | | (since 2014), Director, |
| | | | | FEG Investment Advisors |
| | | | | (since 2017); Director, |
| | | | | Independent Life |
| | | | | Insurance Company |
| | | | | (since 2018). |
Catherine A. Zaharis | Trustee | 08/2018 to present | Professor of Practice (since 2019), Director, | 9 | Director, The |
(1960) | | | Professional/Employer Development, | | Vantagepoint Funds |
| | | Finance Department (2015 – 2019), Adjunct | | (2015 – 2016). |
| | | Lecturer (2010 – 2019), and Business Director, | | |
| | | MBA Finance Career Academy (2008 – 2015), | | |
| | | University of Iowa, Tippie College of Business; | | |
| | | Chair (2013 – 2016), Director (1999 – 2016), | | |
| | | and Investment Committee Member (1999 – | | |
| | | 2013) and Chair (2003 – 2013), | | |
| | | University of Iowa Foundation. | | |
Interested Trusteesd | | | | | |
Mark D. Goodwin | Trustee and | 08/2018 to present | Chief Executive Officer, North Square | 9 | None |
(1964) | President | | Investments LLC (since July 2018); President | | |
| | | and Chief Operating Officer (2015 – July 2018) | | |
| | | and Executive Vice President (2014 – 2015), | | |
| | | Oak Ridge Investments, LLC. | | |
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
| | | | Number of | |
| | | | Portfolios | |
| | | | in Fund | Other Directorship/ |
Name, Addressa, | | | | Complex | Trusteeship |
Year of Birth and | | Term of Office | | Overseen | Positions held by |
Position(s) with | Position with | and Length of | Principal Occupations During | by | Trustee During |
the Trust | the Trust | Time Servedb | the Past Five Years or Longer | Trusteec | the Past 5 Years |
Officers of the Trust: | | | | |
Alan E. Molotsky | Treasurer | 08/2018 to present | Chief Financial Officer, Chief Compliance Officer, | N/A | N/A |
(1956) | and | | General Counsel and Senior Managing Director, | | |
| Secretary | | North Square Investments, LLC (since July 2018); | | |
| | | Chief Financial Officer, Chief Compliance Officer, | | |
| | | General Counsel and Executive Vice President, | | |
| | | Oak Ridge Investments LLC (2004 – July 2018). | | |
David J. Gaspar | Vice | 08/2018 to present | Chief Operations and Information Officer and | N/A | N/A |
(1954) | President | | Senior Managing Director, North Square | | |
| | | Investments, LLC (since July 2018); Chief | | |
| | | Operations Officer, Chief Information Officer, | | |
| | | Chief Information Security Officer and Executive | | |
| | | Vice President, Oak Ridge Investments, LLC | | |
| | | (2000 – July 2018). | | |
Douglas N. Tyre | Chief | 09/2018 to present | Assistant Compliance Director, Cipperman | N/A | N/A |
(1980) | Compliance | | Compliance Services, LLC (since 2014). | | |
| Officer | | | | |
a. | The business address of each Trustee and officer is c/o North Square Investments, LLC, 10 South LaSalle Street, Suite 1925, Chicago, Illinois 60603. |
b. | Trustees and officers serve until their successors are duly elected and qualified. |
c. | The term “Fund Complex” applies to the nine portfolios that currently comprise the Trust, which consists of the five Funds, the North Square Advisory Research All Cap Value Fund, the North Square Strategic Income Fund, the North Square Altrinsic International Equity Fund, and the North Square McKee Bond Fund. |
d. | Mr. Goodwin is considered to be an “interested person” of the Trust as that term is defined in the 1940 Act by virtue of his positions with the Adviser. |
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Liquidity Risk Management Program
In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the North Square Investments Trust (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for the funds within the Trust (the “Funds”). The Program seeks to assess and manage each Funds’ liquidity risk. “Liquidity risk” is defined under the Liquidity Rule as the risk that each Fund is unable to meet redemption requests without significantly diluting remaining investors’ interests in the Fund. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Funds’ investment adviser as the administrator for the Program (the “Trust Program Administrator”).
At its meeting on December 16, 2020, the Board received and reviewed a written report (the “Report”) from the Trust’s Vice President, on behalf of the Trust Program Administrator, concerning the operation of the Program for the period from the Program’s inception on June 1, 2019 through September 30, 2020 (the “Period”). The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, including the following: (1) the periodic assessment (no less frequently than annually) of certain factors that influence each Fund’s liquidity risk; (2) the periodic classification (no less frequently than monthly) of the Fund’s investments into one of four liquidity categories that reflect an estimate of their liquidity under current market conditions; (3) a 15% limit on the acquisition of “illiquid investments” (as defined under the Liquidity Rule); (4) to the extent a Fund does not invest primarily in “highly liquid investments” (as defined under the Liquidity Rule), the determination of a minimum percentage of the Fund’s assets that generally will be invested in highly liquid investments (an “HLIM”); (5) if a Fund has established an HLIM, the periodic review (no less frequently than annually) of the HLIM and the adoption of policies and procedures for responding to a shortfall of the Fund’s highly liquid investments below its HLIM; and (6) periodic reporting to the Board.
The Report summarized the operation of the Program and the information and factors considered by the Trust Program Administrator in assessing whether the Program has been adequately and effectively implemented with respect to the Funds. The Report considered each Fund’s liquidity risk under both normal and reasonably foreseeable stressed market conditions using certain factors required by the Rule and the Program, to the extent deemed appropriate by the Trust Program Administrator. The Report stated that the Funds have retained ICE Data Services, a third-party vendor, to provide a liquidity risk classification specified by the Rule. The Report also noted that each Fund primarily held investments that were classified as highly liquid during the review period and that each Fund’s portfolio is expected to continue to primarily hold highly liquid investments. Thus, the Trust Program Administrator concluded in the Report that each Fund is considered a “primarily highly liquid fund” (as defined in the Rule and Program) and each Fund can therefore rely on the exclusion in the Rule from the requirements to establish an HLIM and to adopt policies and procedures for responding to a HLIM shortfall. There were no material changes to the Program during the Period.
Based on its review, the Report of the Trust Program Administrator concluded that the Program is reasonably designed to assess and manage liquidity risk and has been and continues to be adequately and effectively implemented to monitor and, as applicable, respond to each Funds’ liquidity developments.
North Square Funds
EXPENSE EXAMPLES
For the Six Months Ended November 30, 2020 (Unaudited)
Expense Examples
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (Class A only); and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees (Class A only); and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period from June 1, 2020 to November 30, 2020.
Actual Expenses
The information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate row for your share class, in the column titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. Therefore, the information in the row titled “Hypothetical (5% annual return before expenses)” is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning | Ending | Expense Paid |
| | Account | Account | During |
| | Value | Value | Period* |
Small Cap Growth Fund | 6/1/20 | 11/30/20 | 6/1/20 – 11/30/20 |
Class A | Actual Performance | $1,000.00 | $1,296.30 | $8.00 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,018.10 | $7.03 |
Class I | Actual Performance | $1,000.00 | $1,298.10 | $6.57 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,019.35 | $5.77 |
* | Expenses are equal to the Fund’s annualized expense ratios of 1.39%, and 1.14% for Class A and Class I, respectively, multiplied by the average account values over the period, multiplied by 183/365 (to reflect the six month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested. |
| | Beginning | Ending | Expense Paid |
| | Account | Account | During |
| | Value | Value | Period* |
Dynamic Small Cap Fund | 6/1/20 | 11/30/20 | 6/1/20 – 11/30/20 |
Class I | Actual Performance | $1,000.00 | $1,286.00 | $6.59 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,019.30 | $5.82 |
* | Expenses are equal to the Fund’s annualized expense ratio of 1.15%, multiplied by the average account values over the period, multiplied by 183/365 (to reflect the six month period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
North Square Funds
EXPENSE EXAMPLES – Continued
For the Six Months Ended November 30, 2020 (Unaudited)
| | Beginning | Ending | Expense Paid |
| | Account | Account | During |
| | Value | Value | Period* |
All Cap Growth Fund | 6/1/20 | 11/30/20 | 6/1/20 – 11/30/20 |
Class I | Actual Performance | $1,000.00 | $1,224.60 | $5.30 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,020.31 | $4.81 |
* | Expenses are equal to the Fund’s annualized expense ratio of 0.95%, multiplied by the average account values over the period, multiplied by 183/365 (to reflect the six month period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
| | Beginning | Ending | Expense Paid |
| | Account | Account | During |
| | Value | Value | Period* |
Multi Strategy Fund | 6/1/20 | 11/30/20 | 6/1/20 – 11/30/20 |
Class A | Actual Performance | $1,000.00 | $1,197.10 | $6.61 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,019.05 | $6.07 |
Class I | Actual Performance | $1,000.00 | $1,199.50 | $4.08 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,021.36 | $3.75 |
* | Expenses are equal to the Fund’s annualized expense ratios of 1.20% and 0.74% for Class A and Class I, respectively, multiplied by the average account values over the period, multiplied by 183/365 (to reflect the six month period). The expense ratios reflect a recovery of previously waived fees. Assumes all dividends and distributions were reinvested. |
| | Beginning | Ending | Expense Paid |
| | Account | Account | During |
| | Value | Value | Period* |
Dividend Growth Fund | 6/1/20 | 11/30/20 | 6/1/20 – 11/30/20 |
Class I | Actual Performance | $1,000.00 | $1,176.30 | $5.46 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,020.05 | $5.06 |
* | Expenses are equal to the Fund’s annualized expense ratio of 1.00%, multiplied by the average account values over the period, multiplied by 183/365 (to reflect the six month period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
North Square Funds
Advisor
North Square Investments, LLC
10 South LaSalle Street, Suite 1925
Chicago, Illinois 60603
Sub-Advisor | Sub-Advisor |
Algert Global LLC | Oak Ridge Investments, LLC |
101 California Street, Suite 4225 | 10 South La Salle Street, Suite 1900 |
San Francisco, California 94111 | Chicago, Illinois 60603 |
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
50 South 16th Street, Suite 2900
Philadelphia, Pennsylvania 19102
Custodian
U.S. Bank, N.A.
1555 N. RiverCenter Drive, Suite 300
Milwaukee, Wisconsin 53212
Fund Administrator, Transfer Agent and Fund Accountant
U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, Wisconsin 53202
Distributor
Compass Distributors LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
www.foreside.com
FUND INFORMATION
Fund Name | | Ticker | CUSIP |
North Square Oak Ridge Small Cap Growth Fund | Class A | ORIGX | 66263L 304 |
North Square Oak Ridge Small Cap Growth Fund | Class I | ORIYX | 66263L 858 |
North Square Dynamic Small Cap Fund | Class I | ORSIX | 66263L 825 |
North Square Oak Ridge All Cap Growth Fund | Class I | ODGIX | 66263L 601 |
North Square Multi Strategy Fund | Class A | ORILX | 66263L 700 |
North Square Multi Strategy Fund | Class I | PORYX | 66263L 833 |
North Square Oak Ridge Dividend Growth Fund | Class I | ORDNX | 66263L 882 |
Privacy Principles of the North Square Funds for Shareholders
The Funds are committed to maintaining the privacy of their shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).
This report is sent to shareholders of the North Square Funds for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Funds or of any securities mentioned in this report.
Proxy Voting Policies and Procedures
A description of the Funds’ proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Funds at (855) 551-5521 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Proxy Voting Record
Information regarding how the Funds voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (855) 551-5521 or by accessing the Funds’ Form N-PX on the SEC’s website at www.sec.gov.
Portfolio Holdings Disclosure
The Funds file a complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q or Part F of Form N-PORT (beginning with filings after March 31, 2020). The Funds’ Forms N-Q or Part F of Form N-PORT are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. The Funds’ also make the first and third quarter holdings available on their website, www.northsquareinvest.com, and, upon request, by calling (855) 551-5521.
Householding
The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (855) 551-5521.
North Square Funds
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201
1-855-551-5521
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to Registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
(a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s board of trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 13. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable |
(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. Not applicable to open-end investment companies.
(4) Change in the Registrant’s independent public accountant. There was no change in the Registrant’s independent public accountant for the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
North Square Investments Trust
By: /s/Mark D. Goodwin
Mark D. Goodwin,
President
Date: February 5, 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: /s/Mark D. Goodwin
Mark D. Goodwin,
President
Date: February 5, 2021
By: /s/Alan E. Molotsky
Alan E. Molotsky,
Treasurer
Date: February 5, 2021