united states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder report of registered management
investment companies
Investment Company Act file number: | 811-23373 | |
Exchange Place Advisors Trust
(Exact name of registrant as specified in charter)
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
(Address of principal executive offices) (Zip code)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(Name and address of agent for service)
With Copies To:
Stacy H. Louizos, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 885-5147
Registrant’s telephone number, including area code: | (513) 587-3400 | |
Date of fiscal year end: | October 31 | |
| | |
Date of reporting period: | October 31, 2024 | |
Item 1. Reports to Stockholders.
Fort Pitt Capital Total Return Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about Fort Pitt Capital Total Return Fund for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://www.fortpittcapitalfunds.com/. You can also request this information by contacting us at 800-471-5827.
This report describes material fund changes to the Fund that occurred during the period in the MATERIAL FUND CHANGES section of this report.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Fort Pitt Capital Total Return Fund | $119 | 1.00% |
How did the Fund perform in the past 12 months and what affected its performance?
The Fort Pitt Capital Total Return Fund (FPCGX) returned 38.26% for the 12 months ended October 31, 2024. This compares with a total return of 38.02% for the S&P 500® Index (“S&P 500”) for the same period.
Equity markets have been well supported by solid economic growth, healthy labor market conditions, strong corporate earnings growth, and the long-awaited start to the Federal Reserve’s interest rate policy easing cycle.
The Fund’s outperformance for the calendar year was primarily driven by the significant allocation to semiconductor stocks with Coherent Corp and Broadcom the top performers. Exposure to alternative asset managers, Apollo and Blackstone, also benefited relative performance results.
The biggest detractors included Lululemon Athletica in Consumer Discretionary, Devon Energy, Bristol-Myers Squibb within Healthcare, and Keysight Technologies in the Information Technology sector.
The contributors/detractors listed above do not represent all securities purchased or sold during the period. To obtain a list showing the contribution of each holding to overall performance and the calculation methodology, please call 412-921-1822.
Average Annual Total Returns
| 1 Year | 5 Years | 10 Years |
---|
Fort Pitt Capital Total Return Fund | 38.26% | 10.54% | 10.23% |
S&P 500® Index | 38.02% | 15.27% | 13.00% |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares. The Fund is the successor to the Fort Pitt Capital Total Return Fund, a series of Advisors Series Trust (the "Predecessor Fund"), which commenced operations on December 31, 2001. The Fund's performance for periods prior to June 28, 2024 is that of the Predecessor Fund.
How has the Fund performed over the last ten years?
Total Return Based on $10,000 Investment
| Fort Pitt Capital Total Return Fund | S&P 500® Index |
---|
Oct-2014 | $10,000 | $10,000 |
Oct-2015 | $10,128 | $10,520 |
Oct-2016 | $10,733 | $10,994 |
Oct-2017 | $13,650 | $13,593 |
Oct-2018 | $14,130 | $14,591 |
Oct-2019 | $16,052 | $16,681 |
Oct-2020 | $15,930 | $18,301 |
Oct-2021 | $22,143 | $26,155 |
Oct-2022 | $18,408 | $22,334 |
Oct-2023 | $19,158 | $24,599 |
Oct-2024 | $26,487 | $33,950 |
Net Assets | $63,664,023 |
Number of Portfolio Holdings | 33 |
Advisory Fee (net of waivers) | $364,201 |
Portfolio Turnover | 14% |
What did the Fund invest in?
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
Parker-Hannifin Corp. | 9.9% |
Arthur J. Gallagher & Co. | 7.4% |
Microsoft Corp. | 6.8% |
Advanced Micro Devices, Inc. | 6.5% |
Coherent Corp. | 4.2% |
Alphabet, Inc., Class A | 4.1% |
Apollo Global Management Inc. | 4.1% |
Thermo Fisher Scientific, Inc. | 4.1% |
Abbott Laboratories | 3.9% |
Blackstone Inc., Class A | 3.6% |
Sector Weighting (% of net assets)
Value | Value |
---|
Other Assets in Excess of Liabilities | 0.2% |
Money Market Funds | 0.3% |
Consumer Staples | 3.2% |
Communications | 4.1% |
Consumer Discretionary | 7.9% |
Health Care | 13.1% |
Industrials | 20.0% |
Financials | 21.9% |
Technology | 29.3% |
Asset Weighting (% of total investments)
Value | Value |
---|
Common Stocks | 99.7% |
Money Market Funds | 0.3% |
Changes in and Disagreements with Accountants
On March 22, 2024, the Audit Committee of the Board of Trustees approved the engagement of Cohen and Company, Ltd. (“Cohen”) to serve as the independent registered public accounting firm for the Fund for the fiscal year ending October 31, 2024, in replacement of Tait Weller & Baker LLP (“Tait”) which served previously as the independent registered public accounting firm for the Predecessor Fund. Having been notified of the Audit Committee’s intention to make this change, Tait resigned as the independent registered public accounting firm of the Predecessor Fund. There were no disagreements with the former accountant during the two most recent fiscal years and any subsequent interim period.
Announced on October 29, 2024, and as previously disclosed in a supplement to the Funds’ Prospectus filed on April 28, 2024, Fort Pitt Capital Group, LLC (the “Current Adviser” or “Fort Pitt”), the investment adviser to the Fort Pitt Capital Total Return Fund, will undergo an internal restructuring (the “Transaction”) to be effective on November 1, 2024 (the “Closing Date”), that will result in the transfer of the Current Adviser’s assets and liabilities to Kovitz Investment Group Partners, LLC ( the “New Adviser” or “Kovitz”). Focus Financial Partners Inc. (“Focus”) is the ultimate parent company of the Current Adviser and the New Adviser. As of the Closing Date of the Transaction, the existing investment advisory agreement between the Trust and the Current Adviser with respect to the Fund will be terminated. An interim investment advisory agreement and a new investment advisory agreement, each with Kovitz and with substantially the same terms as the existing investment advisory agreement with the Current Adviser, except for the start and end date of the agreement and other provisions applicable to the interim investment advisory agreement as required under the Investment Company Act of 1940, as amended, have been approved by the Trust’s Board of Trustees. The new investment advisory agreement with Kovitz will be submitted to the Fund’s shareholders for approval at a forthcoming special meeting of the Fund’s shareholders.
Fort Pitt Capital Total Return Fund - (FPCGX)
Annual Shareholder Report - October 31, 2024
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://www.fortpittcapitalfunds.com/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square Advisory Research Small Cap Value Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square Advisory Research Small Cap Value Fund (the "Fund") for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class I | $113 | 0.94% |
How did the Fund perform during the reporting period?
For the fiscal year ended October 31, 2024, the Fund's outperformance versus its benchmark index, the Russell 2000 Value Index was primarily due to individual stock selection. The Fund’s management focuses on fundamental research and company specific execution that can generate excess returns for the Fund’s shareholders. Equity markets were generally favorable over the period as smaller companies benefited from recovery from the supply chain issues that were prevalent during the pandemic, and the Fund’s individual positions broadly executed at a high level both operationally and strategically.
As an example of the Fund’s company specific approach to investing, Alkami Technology (TK: ALKT) was a top performer in the Fund for the year, up over 100% for the year. Alkami is a provider of client facing digital banking software for credit unions, retail and commercial banking institutions across the US. ALKT executed on its strategy to bring new clients to its platform as well as increasing penetration with its current client base, driving revenues and profits higher.
On the negative side, Grocery Outlet (TK:GO) was an underperformer for the Fund, down 30% over the Fund’s holding period. Grocery Outlet is a discount grocery chain, which is able to move overstock food and other sundries through its stores operated by independent operators. New technology system roll out hampered performance, as increased cost and complexity were experienced at the stores in the near term, weighing on short term profitability. The Fund continues to hold its investment in GO, as the expectation is these issues can be resolved and the company can continue to grow units in the US.
Going forward, the Fund believes small US business with solid balance sheets, profits, and plans for growth continue to be an attractive part of the market to generate returns.
How has the Fund performed over the last ten years?
Total Return Based on $1,000,000 Investment
| North Square Advisory Research Small Cap Value - Class I | Russell 2000® Value Index | Russell 3000® Total Return Index |
---|
Oct-2014 | $1,000,000 | $1,000,000 | $1,000,000 |
Oct-2015 | $989,019 | $971,220 | $1,044,899 |
Oct-2016 | $1,024,350 | $1,056,802 | $1,089,235 |
Oct-2017 | $1,248,941 | $1,318,985 | $1,350,427 |
Oct-2018 | $1,365,494 | $1,311,187 | $1,439,500 |
Oct-2019 | $1,542,328 | $1,353,400 | $1,633,685 |
Oct-2020 | $1,378,801 | $1,164,995 | $1,799,473 |
Oct-2021 | $2,014,139 | $1,914,068 | $2,589,427 |
Oct-2022 | $1,831,862 | $1,708,738 | $2,161,712 |
Oct-2023 | $1,767,507 | $1,539,065 | $2,342,866 |
Oct-2024 | $2,468,683 | $2,028,018 | $3,229,762 |
Average Annual Total Returns
| 1 Year | 5 Years | 10 Years |
---|
North Square Advisory Research Small Cap Value - Class I | 39.67% | 9.86% | 9.46% |
Russell 2000® Value Index | 31.77% | 8.42% | 7.33% |
Russell 3000® Total Return Index | 37.86% | 14.60% | 12.44% |
The performance results shown above in the line chart and the average annual total returns table for periods prior to February 21, 2020 represent the performance of the Advisory Research Small Cap Value Fund (the "Predecessor Fund") which converted into the Fund and is attributable to Fund moving forward. The Fund's performance has not been restated to reflect any differences in expenses paid by the Predecessor Fund and those paid by the Fund.
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Sector Weighting (% of net assets)
Value | Value |
---|
Money Market Funds | 0.5% |
Communications | 1.3% |
Health Care | 2.5% |
Real Estate | 4.8% |
Consumer Staples | 5.7% |
Technology | 5.7% |
Materials | 11.9% |
Financials | 15.4% |
Industrials | 24.4% |
Consumer Discretionary | 27.8% |
- Net Assets$25,498,920
- Number of Portfolio Holdings37
- Advisory Fee (net of waivers)$117,670
- Portfolio Turnover52%
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
Miller Industries, Inc. | 6.3% |
Bel Fuse, Inc., Class B | 4.8% |
Viad Corp. | 4.5% |
Phinia, Inc. | 4.5% |
TriMas Corp. | 4.3% |
John Bean Technologies Corp. | 3.7% |
Distribution Solutions Group, Inc. | 3.7% |
SouthState Corp. | 3.6% |
Performance Food Group Co. | 3.6% |
Nicolet Bankshares, Inc. | 3.5% |
No material changes occurred during the year ended October 31, 2024.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square Advisory Research Small Cap Value Fund - Class I (ADVGX)
Annual Shareholder Report - October 31, 2024
North Square Altrinsic International Equity Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square Altrinsic International Equity Fund (the "Fund") for the period of November 1, 2023 to December 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521. This report describes changes to the Fund that occurred during the reporting period.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class I | $106 | 0.97% |
How did the Fund perform during the reporting period?
Enthusiasm around GLP-1 drugs, (which are drugs used to lower blood pressure and treat lipid disorders and fatty liver diseases), and generative artificial intelligence drove a powerful market rally linked to a narrow group of stocks. Market conditions remind us of other episodes of excess (Japan '89, internet bubble '00, pre-GFC '07); in the latter two, our relative performance lagged as we avoided hyped stocks, but the ensuing period was marked by outperformance.
Sources of negative attribution:
• Industrials: Tepid US tractor demand depressed Kubota’s sales growth. In response, Kubota is improving efficiency and expanding in Asian markets.
• Consumer Staples: Companies continue to experience post-COVID volume weakness due to higher prices. Several holdings (Heineken, Diageo, Pernod Ricard) have long track records of pre-COVID volume and price growth; we are confident they can deliver long-term growth and shareholder value.
• Communications: Baidu held back on monetizing AI-integrated search results. This should improve upon optimization of the user interface and engagement.
Sources of positive attribution:
• Consumer Discretionary: Accelerating sales growth and operating profits boosted investor confidence in Adidas’ turnaround story.
• Materials: CRH PLC benefitted from a positive outlook for US infrastructure spending while Agnico Eagle benefitted from a strong gold price.
• Financials: Our holdings exhibited broad-based strength amid robust economic growth and higher interest rates.
The Fund's portfolio companies are trading near some of the lowest valuations in years with strong resilience and earnings prospects. Idea flow is solid, and international valuations are compelling. Margin of safety is an important element of our process and is particularly significant now, given mounting macro and geopolitical risks, many of which seem to be largely ignored by markets.
How has the Fund performed over the last ten years?
Total Return Based on $1,000,000 Investment
| North Square Altrinsic International Equity Fund - Class I | MSCI EAFE Index |
---|
Dec-2020 | $1,000,000 | $1,000,000 |
Oct-2021 | $1,089,186 | $1,135,429 |
Oct-2022 | $889,897 | $874,294 |
Oct-2023 | $1,030,731 | $1,000,200 |
Oct-2024 | $1,211,449 | $1,229,906 |
Average Annual Total Returns
| 1 Year | Since Inception (December 4, 2020) |
---|
North Square Altrinsic International Equity Fund - Class I | 17.53% | 5.03% |
MSCI EAFE Index | 22.97% | 5.44% |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Sector Weighting (% of net assets)
Value | Value |
---|
Other Assets in Excess of Liabilities | 0.3% |
Real Estate | 1.7% |
Energy | 3.0% |
Communications | 3.3% |
Materials | 4.0% |
Money Market Funds | 4.0% |
Technology | 6.2% |
Industrials | 7.6% |
Consumer Discretionary | 8.9% |
Health Care | 10.3% |
Consumer Staples | 15.5% |
Financials | 35.2% |
Net Assets | $123,990,531 |
Number of Portfolio Holdings | 68 |
Advisory Fee #ERROR:A result could not be returned because the conditional could not be evaluated to a True/False value ((history)) | $777,616 |
Portfolio Turnover | 25% |
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
Chubb Ltd. | 3.9% |
Everest Re Group, Ltd. | 3.0% |
KB Financial Group Inc. | 2.9% |
Sanofi | 2.6% |
Heineken N.V. | 2.3% |
Danone | 2.3% |
HDFC Bank Ltd. - ADR | 2.2% |
GSK PLC | 2.2% |
Medtronic PLC | 2.2% |
Willis Towers Watson PLC | 2.2% |
Country Weighting (% of net assets)
Value | Value |
---|
Spain | 0.7% |
Belgium | 1.0% |
Israel | 1.2% |
Singapore | 1.3% |
Peru | 1.3% |
Canada | 1.6% |
Brazil | 1.9% |
India | 2.2% |
Mexico | 2.8% |
United States | 4.0% |
Cayman Islands | 4.3% |
Bermuda | 4.4% |
Netherlands | 5.7% |
Korea (Republic Of) | 5.9% |
Ireland | 7.4% |
United Kingdom | 9.5% |
Switzerland | 9.7% |
Germany | 9.9% |
France | 11.8% |
Japan | 13.1% |
No material changes occurred during the year ended October 31, 2024.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square Altrinsic International Equity Fund - Class I (NSIVX)
Annual Shareholder Report - October 31, 2024
North Square McKee Bond Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square McKee Bond Fund (the "Fund") for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class I | $50 | 0.47% |
How did the Fund perform during the reporting period?
Consistent with our investment philosophy and long-term performance, excess returns were primarily sourced from active security selection and sector rotation, with the majority of the benefit occurring in government securities holdings.
Sixty-two basis points (0.68%) of benchmark outperformance occurred in the first two months of the performance period, with the Fund’s significant overweight to government agency debentures and agency mortgages benefitting from dovish language from the Federal Open Market Committee. Security management and portfolio yield advantage combined to deliver another sixty-six bas points (0.66%) in excess return over the balance of the year. Performance largely mirrored the index return from June 30, 2024 through October 31, 2024.
The Fund's focus on the government securities sector accounted for ninety-eight basis points (0.98%) of the Fund's annual outperformance. Volatility spikes throughout the year created opportunities to actively trade the portfolio’s yield curve and optionality exposure, capturing excess returns when market unrest subsequently eased.
Market volatility is expected to recede from the highest levels of the year. However, ongoing announcements on government policy (especially trade) and the selection of key personnel may lead to temporary spikes.
The Fund expects the consumer will keep the economy on a path of slowing growth, avoiding a recession in 2025. With government stimulus (cash) largely spent, full employment, wage gains, real estate valuations, and portfolio growth will continue to support consumption on a macro level.
With yield spreads very near full valuation, benchmark outperformance will largely result from active management of all risk metrics. The recent move higher in market rates has brought the forward curve into the fair value range, laying the groundwork for total returns in excess of the rate of inflation in the upcoming year.
How has the Fund performed since inception?
Total Return Based on $50,000 Investment
| North Square McKee Bond Fund - Class I | Bloomberg U.S. Aggregate Bond Index |
---|
May-2021 | $50,000 | $50,000 |
Oct-2021 | $49,934 | $50,697 |
Oct-2022 | $43,776 | $42,746 |
Oct-2023 | $43,694 | $42,899 |
Oct-2024 | $48,662 | $47,423 |
Average Annual Total Returns
| 1 Year | Since Inception (May 19, 2021) |
---|
North Square McKee Bond Fund - Class I | 11.37% | -0.78% |
Bloomberg U.S. Aggregate Bond Index | 10.55% | -1.52% |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Composition of Net Assets (% of net assets)
Value | Value |
---|
Other Assets in Excess of Liabilities | 0.1% |
Government Bond Funds | 0.2% |
Real Estate | 0.3% |
Consumer Staples | 1.3% |
Health Care | 1.4% |
Consumer Discretionary | 1.6% |
Technology | 1.6% |
Supranational | 1.6% |
Communications | 2.1% |
Short-Term Investments | 2.2% |
Energy | 2.6% |
Industrials | 2.9% |
Asset Backed Securities | 3.6% |
Utilities | 3.9% |
Financials | 10.0% |
U.S. Government & Agencies | 14.9% |
Mortgage Backed Securities | 49.7% |
- Net Assets$156,242,724
- Number of Portfolio Holdings455
- Advisory Fee (net of waivers)$0
- Portfolio Turnover171%
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
United States Treasury Note/Bond, 3.500% | 2.5% |
United States Treasury Bond, 4.250% | 2.5% |
United States Treasury Note/Bond, 4.125% | 2.0% |
United States Treasury Bond, 4.625% | 2.0% |
United States Treasury Note/Bond, 3.625% | 1.6% |
Federal Farm Credit Banks Funding Corp., 5.470% | 1.4% |
Federal National Mortgage Association, 1.630% | 1.2% |
United States Treasury Note, 3.875% | 1.2% |
Bank of America Corp., 1.658% | 1.1% |
Freddie Mac REMICS, 5.500% | 1.1% |
No material changes occurred during the year ended October 31, 2024.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square McKee Bond Fund - Class I (NMKYX)
Annual Shareholder Report - October 31, 2024
North Square McKee Bond Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square McKee Bond Fund (the "Fund") for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class R6 | $30 | 0.28% |
How did the Fund perform during the reporting period?
Consistent with our investment philosophy and long-term performance, excess returns were primarily sourced from active security selection and sector rotation, with the majority of the benefit occurring in government securities holdings.
Sixty-two basis points (0.68%) of benchmark outperformance occurred in the first two months of the performance period, with the Fund’s significant overweight to government agency debentures and agency mortgages benefitting from dovish language from the Federal Open Market Committee. Security management and portfolio yield advantage combined to deliver another sixty-six bas points (0.66%) in excess return over the balance of the year. Performance largely mirrored the index return from June 30, 2024 through October 31, 2024.
The Fund's focus on the government securities sector accounted for ninety-eight basis points (0.98%) of the Fund's annual outperformance. Volatility spikes throughout the year created opportunities to actively trade the portfolio’s yield curve and optionality exposure, capturing excess returns when market unrest subsequently eased.
Market volatility is expected to recede from the highest levels of the year. However, ongoing announcements on government policy (especially trade) and the selection of key personnel may lead to temporary spikes.
The Fund expects the consumer will keep the economy on a path of slowing growth, avoiding a recession in 2025. With government stimulus (cash) largely spent, full employment, wage gains, real estate valuations, and portfolio growth will continue to support consumption on a macro level.
With yield spreads very near full valuation, benchmark outperformance will largely result from active management of all risk metrics. The recent move higher in market rates has brought the forward curve into the fair value range, laying the groundwork for total returns in excess of the rate of inflation in the upcoming year.
How has the Fund performed since inception?
Total Return Based on $5,000,000 Investment
| North Square McKee Bond Fund - Class R6 | Bloomberg U.S. Aggregate Bond Index |
---|
Dec-2020 | $5,000,000 | $5,000,000 |
Oct-2021 | $4,952,574 | $4,929,663 |
Oct-2022 | $4,351,707 | $4,156,567 |
Oct-2023 | $4,348,624 | $4,171,371 |
Oct-2024 | $4,863,131 | $4,611,295 |
Average Annual Total Returns
| 1 Year | Since Inception (December 28, 2020) |
---|
North Square McKee Bond Fund - Class R6 | 11.83% | -0.72% |
Bloomberg U.S. Aggregate Bond Index | 10.55% | -2.08% |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Composition of Net Assets (% of net assets)
Value | Value |
---|
Other Assets in Excess of Liabilities | 0.1% |
Government Bond Funds | 0.2% |
Real Estate | 0.3% |
Consumer Staples | 1.3% |
Health Care | 1.4% |
Consumer Discretionary | 1.6% |
Technology | 1.6% |
Supranational | 1.6% |
Communications | 2.1% |
Short-Term Investments | 2.2% |
Energy | 2.6% |
Industrials | 2.9% |
Asset Backed Securities | 3.6% |
Utilities | 3.9% |
Financials | 10.0% |
U.S. Government & Agencies | 14.9% |
Mortgage Backed Securities | 49.7% |
- Net Assets$156,242,724
- Number of Portfolio Holdings455
- Advisory Fee (net of waivers)$0
- Portfolio Turnover171%
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
United States Treasury Note/Bond, 3.500% | 2.5% |
United States Treasury Bond, 4.250% | 2.5% |
United States Treasury Note/Bond, 4.125% | 2.0% |
United States Treasury Bond, 4.625% | 2.0% |
United States Treasury Note/Bond, 3.625% | 1.6% |
Federal Farm Credit Banks Funding Corp., 5.470% | 1.4% |
Federal National Mortgage Association, 1.630% | 1.2% |
United States Treasury Note, 3.875% | 1.2% |
Bank of America Corp., 1.658% | 1.1% |
Freddie Mac REMICS, 5.500% | 1.1% |
No material changes occurred during the year ended October 31, 2024.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square McKee Bond Fund - Class R6 (NMKBX)
Annual Shareholder Report - October 31, 2024
North Square Strategic Income Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square Strategic Income Fund (the "Fund") for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521. This report describes changes to the Fund that occurred after the reporting period as described below in Material Fund Changes.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class A | $126 | 1.15% |
How did the Fund perform during the reporting period?
The fiscal year ended October 31, 2024, reflected a growing concern on Wall Street and the financial media that the labor market was about to crater and the U.S. economy was on the cusp of a recession. Red Cedar Investment Management (RCIM) has been skeptical of these concerns and has been able to execute a strategy to take advantage of these opportunities. Interest rate volatility has remained elevated against this backdrop and concern about the recent election.
The Fund was positioned with a maximum weighting to preferred and hybrid securities going into the end of 2023. Valuations remained attractive post their sell-off earlier in the year related to banking system challenges. This provided a significant performance boost as the markets rewarded patience with these securities. Security selection was key with a focus on deeply discounted securities with low coupons in which spreads normalized as call probabilities increased.
Security selection and allocation to securitized products has benefited performance more recently as spreads on corporate and hybrid securities have not offered as much value relative to residential and commercial mortgage securities. RCIM has decreased exposure going into the end of the fiscal year to the preferred and hybrid sector and rotated into these mortgage securities. Also, opportunities were found in asset backed “esoteric” securities as the digital infrastructure sector is gaining attention.
With periods of volatility arising from uncertainty in the economy and election, RCIM was able to capture performance through its long volatility exposure trades which can help mitigate downside risk in the portfolio.
Exposure to REIT securities were a detractor to performance as rates came off their lows during the first half of 2024.
The Fund continues to perform well, and believes it provides a strong addition to our clients’ portfolios.
How has the Fund performed since inception?
Total Return Based on $10,000 Investment
| North Square Strategic Income Fund - Class A | Bloomberg U.S. Aggregate Bond Index | Bloomberg U.S. Intermediate Government/Credit Bond Index |
---|
Feb-2023 | $9,630 | $10,000 | $10,000 |
Oct-2023 | $9,199 | $9,684 | $10,015 |
Oct-2024 | $10,893 | $10,705 | $10,836 |
Average Annual Total Returns
| 1 Year | Since Inception (February 28, 2023) |
---|
North Square Strategic Income Fund - Class A | | |
Without Load | 18.42% | 7.65% |
With Load | 13.98% | 5.25% |
Bloomberg U.S. Aggregate Bond Index | 10.55% | 4.16% |
Bloomberg U.S. Intermediate Government/Credit Bond Index | 8.20% | 4.92% |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Composition of Net Assets (% of net assets)
Value | Value |
---|
Liabilities in Excess of Other Assets | 1.2% |
Purchased Options | 0.3% |
Consumer Discretionary | 1.1% |
Communications | 1.5% |
Materials | 2.0% |
Industrials | 2.8% |
Technology | 2.8% |
Real Estate | 3.2% |
Energy | 3.7% |
Short-Term Investments | 3.7% |
U.S. Government & Agencies | 4.7% |
Utilities | 8.6% |
Asset Backed Securities | 9.8% |
Financials | 20.1% |
Mortgage Backed Securities | 34.5% |
- Net Assets$217,327,685
- Number of Portfolio Holdings142
- Advisory Fee (net of waivers)$982,245
- Portfolio Turnover115%
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
Freddie Mac Pool, 4.000% | 1.8% |
ING Groep NV, 3.875% | 1.8% |
American Electric Power Co., Inc., 3.875% | 1.7% |
United States Treasury Inflation Indexed Bonds, 1.750% | 1.7% |
United States Treasury Inflation Indexed Bonds, 2.125% | 1.7% |
UMBS Fannie Mae Pool, 4.500% | 1.7% |
Fannie Mae Pool, 3.500% | 1.6% |
UBS Group AG, 4.375% | 1.6% |
Discover Financial Services, 5.500% | 1.5% |
Ginnie Mae II Pool, 3.500% | 1.5% |
This is a summary of certain changes to the Fund since February 28, 2024. For more complete information, you may review the sticker to Fund’s prospectus, which is available upon request at 1-855-551-5521 or on the Fund's website at https://northsquareinvest.com/fund-reports-holdings/.
Effective January 1, 2025, the Adviser will reduce the contractual adviser fee of the Fund from an annual rate of 0.70% to 0.56% of the Fund's average daily net assets and waive the advisory fees and/or reimburse operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 0.93% and 0.68% for the Class A shares and Class I shares, respectively.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square Strategic Income Fund - Class A (ADVAX)
Annual Shareholder Report - October 31, 2024
North Square Strategic Income Fund
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about North Square Strategic Income Fund (the "Fund") for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://northsquareinvest.com/fund-reports-holdings/. You can also request this information by contacting us at 1-855-551-5521. This report describes changes to the Fund that occurred after the reporting period as described below in Material Fund Changes.
What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Class I | $98 | 0.90% |
How did the Fund perform during the reporting period?
The fiscal year ended October 31, 2024, reflected a growing concern on Wall Street and the financial media that the labor market was about to crater and the U.S. economy was on the cusp of a recession. Red Cedar Investment Management (RCIM) has been skeptical of these concerns and has been able to execute a strategy to take advantage of these opportunities. Interest rate volatility has remained elevated against this backdrop and concern about the recent election.
The Fund was positioned with a maximum weighting to preferred and hybrid securities going into the end of 2023. Valuations remained attractive post their sell-off earlier in the year related to banking system challenges. This provided a significant performance boost as the markets rewarded patience with these securities. Security selection was key with a focus on deeply discounted securities with low coupons in which spreads normalized as call probabilities increased.
Security selection and allocation to securitized products has benefited performance more recently as spreads on corporate and hybrid securities have not offered as much value relative to residential and commercial mortgage securities. RCIM has decreased exposure going into the end of the fiscal year to the preferred and hybrid sector and rotated into these mortgage securities. Also, opportunities were found in asset backed “esoteric” securities as the digital infrastructure sector is gaining attention.
With periods of volatility arising from uncertainty in the economy and election, RCIM was able to capture performance through its long volatility exposure trades which can help mitigate downside risk in the portfolio.
Exposure to REIT securities were a detractor to performance as rates came off their lows during the first half of 2024.
The Fund continues to perform well, and believes it provides a strong addition to our clients’ portfolios.
How has the Fund performed over the last ten years?
Total Return Based on $1,000,000 Investment
| North Square Strategic Income Fund - Class I | Bloomberg U.S. Aggregate Bond Index | Bloomberg U.S. Intermediate Government/Credit Bond Index |
---|
Oct-2014 | $1,000,000 | $1,000,000 | $1,000,000 |
Oct-2015 | $1,034,181 | $1,019,562 | $1,018,568 |
Oct-2016 | $1,069,601 | $1,064,119 | $1,051,106 |
Oct-2017 | $1,110,538 | $1,073,721 | $1,057,780 |
Oct-2018 | $1,094,657 | $1,051,674 | $1,046,242 |
Oct-2019 | $1,204,139 | $1,172,715 | $1,137,725 |
Oct-2020 | $1,294,844 | $1,245,273 | $1,202,190 |
Oct-2021 | $1,406,879 | $1,239,319 | $1,193,353 |
Oct-2022 | $1,263,802 | $1,044,962 | $1,073,606 |
Oct-2023 | $1,260,431 | $1,048,684 | $1,097,007 |
Oct-2024 | $1,495,377 | $1,159,281 | $1,186,943 |
Average Annual Total Returns
| 1 Year | 5 Years | 10 Years |
---|
North Square Strategic Income Fund - Class I | 18.64% | 4.43% | 4.11% |
Bloomberg U.S. Aggregate Bond Index | 10.55% | -0.23% | 1.49% |
Bloomberg U.S. Intermediate Government/Credit Bond Index | 8.20% | 0.85% | 1.73% |
The performance results shown above in the line chart and the average annual total returns table for periods prior to February 21, 2020 represent the performance of the Advisory Research Strategic Income Fund (the "Predecessor Fund") which converted into the Fund and is attributable to Fund moving forward. The Fund's performance has not been restated to reflect any differences in expenses paid by the Predecessor Fund and those paid by the Fund.
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
What did the Fund invest in?
Composition of Net Assets (% of net assets)
Value | Value |
---|
Liabilities in Excess of Other Assets | 1.2% |
Purchased Options | 0.3% |
Consumer Discretionary | 1.1% |
Communications | 1.5% |
Materials | 2.0% |
Industrials | 2.8% |
Technology | 2.8% |
Real Estate | 3.2% |
Energy | 3.7% |
Short-Term Investments | 3.7% |
U.S. Government & Agencies | 4.7% |
Utilities | 8.6% |
Asset Backed Securities | 9.8% |
Financials | 20.1% |
Mortgage Backed Securities | 34.5% |
- Net Assets$217,327,685
- Number of Portfolio Holdings142
- Advisory Fee (net of waivers)$982,245
- Portfolio Turnover115%
Top 10 Holdings (% of net assets)
Holding Name | % of Net Assets |
Freddie Mac Pool, 4.000% | 1.8% |
ING Groep NV, 3.875% | 1.8% |
American Electric Power Co., Inc., 3.875% | 1.7% |
United States Treasury Inflation Indexed Bonds, 1.750% | 1.7% |
United States Treasury Inflation Indexed Bonds, 2.125% | 1.7% |
UMBS Fannie Mae Pool, 4.500% | 1.7% |
Fannie Mae Pool, 3.500% | 1.6% |
UBS Group AG, 4.375% | 1.6% |
Discover Financial Services, 5.500% | 1.5% |
Ginnie Mae II Pool, 3.500% | 1.5% |
This is a summary of certain changes to the Fund since February 28, 2024. For more complete information, you may review the sticker to Fund’s prospectus, which is available upon request at 1-855-551-5521 or on the Fund's website at https://northsquareinvest.com/fund-reports-holdings/.
Effective January 1, 2025, the Adviser will reduce the contractual adviser fee of the Fund from an annual rate of 0.70% to 0.56% of the Fund's average daily net assets and waive the advisory fees and/or reimburse operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 0.93% and 0.68% for the Class A shares and Class I shares, respectively.
Where can I find additional information about the Fund?
Additional information is available on the Fund's website (https://northsquareinvest.com/fund-reports-holdings/), including its:
Prospectus
Financial information
Holdings
Proxy voting information
North Square Strategic Income Fund - Class I (ADVNX)
Annual Shareholder Report - October 31, 2024
Item 2. Code of Ethics.
(a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(b) | Not applicable. |
| |
(c) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| |
(d) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| |
(e) | Not applicable. |
| |
(f) | See Item 19 (a)(1) |
Item 3. Audit Committee Financial Expert.
(a)(1) | The Registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. |
| |
(a)(2) | David B. Boon is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR. |
| |
(a)(3) | Not applicable. |
Item 4. Principal Accountant Fees and Services.
(a) | Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows: |
| North Square Funds: | | | October 31, 2024 | | | $ | 68,800 | |
| | | | October 31, 2023 | | | $ | 74,000 | |
| Fort Pitt Capital Total Return Fund: | | | October 31, 2024 | | | $ | 17,200 | |
| | | | October 31, 2023 | | | $ | 17,400 | |
(b) | Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. |
| North Square Funds: | | | October 31, 2024 | | | $ | 0 | |
| | | | October 31, 2023 | | | $ | 0 | |
| Fort Pitt Capital Total Return Fund: | | | October 31, 2024 | | | $ | 0 | |
| | | | October 31, 2023 | | | $ | 0 | |
(c) | Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows: |
| North Square Funds: | | | October 31, 2024 | | | $ | 13,000 | |
| | | | October 31, 2023 | | | $ | 18,500 | |
| Fort Pitt Capital Total Return Fund: | | | October 31, 2024 | | | $ | 3,250 | |
| | | | October 31, 2023 | | | $ | 3,600 | |
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
(d) | All Other Fees. The aggregate fees billed for the fiscal years ended October 31, 2024 and October 31, 2023 for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c) were $0 and $0, respectively. |
| North Square Funds: | | | October 31, 2024 | | | $ | 0 | |
| | | | October 31, 2023 | | | $ | 0 | |
| Fort Pitt Capital Total Return Fund: | | | October 31, 2024 | | | $ | 0 | |
| | | | October 31, 2023 | | | $ | 0 | |
(e)(1) | The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant. |
| |
(e)(2) | There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| |
(f) | Not applicable. |
| |
(g) | All non-audit fees billed by the registrant’s accountant for services rendered to the registrant for the fiscal years ended October 31, 2024 and October 31, 2023, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant’s principal accountant for the registrant’s adviser. |
| |
(h) | Not applicable. |
| |
(i) | Not applicable. |
| |
(j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
Not applicable to Registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
The Registrant’s schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a)
FORT PITT CAPITAL GROUP
ANNUAL FINANCIAL STATEMENTS
& OTHER INFORMATION
October 31, 2024
FORT PITT CAPITAL TOTAL RETURN FUND
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
www.fortpittcapitalfunds.com
Fort Pitt Capital Total Return Fund
Schedule of Investments
October 31, 2024
| | Shares | | | Fair Value | |
COMMON STOCKS — 99.55% | | | | | | | | |
Communications — 4.10% | | | | | | | | |
Alphabet, Inc., Class A | | | 15,241 | | | $ | 2,607,888 | |
| | | | | | | | |
Consumer Discretionary — 7.91% | | | | | | | | |
Amazon.com, Inc.(a) | | | 1,844 | | | | 343,722 | |
Lowe’s Companies, Inc. | | | 7,580 | | | | 1,984,671 | |
Lululemon Athletica, Inc.(a) | | | 2,632 | | | | 784,073 | |
Starbucks Corp. | | | 16,067 | | | | 1,569,746 | |
Tractor Supply Co. | | | 1,330 | | | | 353,128 | |
| | | | | | | 5,035,340 | |
Consumer Staples — 3.22% | | | | | | | | |
Constellation Brands, Inc., Class A | | | 8,828 | | | | 2,051,098 | |
| | | | | | | | |
Financials — 21.94% | | | | | | | | |
Apollo Global Management Inc. | | | 18,190 | | | | 2,605,900 | |
Arthur J. Gallagher & Co. | | | 16,633 | | | | 4,677,200 | |
Blackstone Inc., Class A | | | 13,835 | | | | 2,320,821 | |
Charles Schwab Corp. (The) | | | 30,963 | | | | 2,193,109 | |
PNC Financial Services Group, Inc. (The) | | | 11,527 | | | | 2,170,188 | |
| | | | | | | 13,967,218 | |
Health Care — 13.15% | | | | | | | | |
Abbott Laboratories | | | 21,934 | | | | 2,486,658 | |
Danaher Corp. | | | 5,972 | | | | 1,467,081 | |
Merck & Co., Inc. | | | 11,483 | | | | 1,174,941 | |
Thermo Fisher Scientific, Inc. | | | 4,730 | | | | 2,584,093 | |
UnitedHealth Group, Inc. | | | 1,166 | | | | 658,207 | |
| | | | | | | 8,370,980 | |
Industrials — 19.97% | | | | | | | | |
Deere & Co. | | | 4,327 | | | | 1,751,094 | |
GXO Logistics, Inc.(a) | | | 26,622 | | | | 1,592,262 | |
Honeywell International, Inc. | | | 3,360 | | | | 691,085 | |
Keysight Technologies, Inc.(a) | | | 5,033 | | | | 749,967 | |
Parker-Hannifin Corp. | | | 9,971 | | | | 6,322,312 | |
RTX Corp. | | | 13,301 | | | | 1,609,288 | |
| | | | | | | 12,716,008 | |
Technology — 29.26% | | | | | | | | |
Advanced Micro Devices, Inc.(a) | | | 28,530 | | | | 4,110,316 | |
Apple, Inc. | | | 8,081 | | | | 1,825,578 | |
Broadcom, Inc. | | | 10,880 | | | | 1,847,098 | |
Ciena Corp.(a) | | | 9,354 | | | | 594,073 | |
Coherent Corp.(a) | | | 28,928 | | | | 2,674,104 | |
Lam Research Corp.(a) | | | 11,090 | | | | 824,542 | |
Microsoft Corp. | | | 10,572 | | | | 4,295,932 | |
Texas Instruments, Inc. | | | 5,573 | | | | 1,132,211 | |
Zebra Technologies Corp., Class A(a) | | | 3,470 | | | | 1,325,436 | |
| | | | | | | 18,629,290 | |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Schedule of Investments (continued)
October 31, 2024
| | Shares | | | Fair Value | |
COMMON STOCKS — 99.55% - (continued) | | | | | | | | |
Technology — 29.26% - (continued) | | | | | | | | |
Total Common Stocks (Cost $27,035,472) | | | | | | $ | 63,377,822 | |
| | | | | | | | |
MONEY MARKET FUNDS — 0.29% | | | | | | | | |
Invesco Government & Agency Portfolio, Institutional Class, 4.77%(b) | | | 185,253 | | | | 185,253 | |
Total Money Market Funds (Cost $185,253) | | | | | | | 185,253 | |
| | | | | | | | |
Total Investments — 99.84% | | | | | | | | |
(Cost $27,220,725) | | | | | | | 63,563,075 | |
| | | | | | | | |
Other Assets in Excess of Liabilities — 0.16% | | | | | | | 100,948 | |
NET ASSETS — 100.00% | | | | | | $ | 63,664,023 | |
| (a) | Non-income producing security. |
| (b) | Rate disclosed is the seven day effective yield as of October 31, 2024. |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Statement of Assets and Liabilities
October 31, 2024
Assets | | | | |
Investments in securities at fair value (cost $27,220,725) | | $ | 63,563,075 | |
Receivable for investments sold | | | 110,183 | |
Dividends and interest receivable | | | 66,317 | |
Prepaid expenses | | | 5,218 | |
Receivable for fund shares sold | | | 4,356 | |
Total Assets | | | 63,749,149 | |
Liabilities | | | | |
Due to advisor | | | 34,017 | |
Administration and fund accounting fees | | | 5,766 | |
Audit fees | | | 20,251 | |
Transfer agent fees and expenses | | | 7,528 | |
Shareholder reporting fees | | | 2,513 | |
Chief Compliance Officer fee | | | 1,834 | |
Custody fees | | | 2,215 | |
Legal fees | | | 7,740 | |
Other accrued expenses | | | 3,262 | |
Total Liabilities | | | 85,126 | |
Net Assets | | $ | 63,664,023 | |
Components of Net Assets: | | | | |
Paid-in capital | | $ | 16,794,759 | |
Accumulated earnings | | | 46,869,264 | |
Total Net Assets | | $ | 63,664,023 | |
Shares outstanding (unlimited number of shares authorized, par value $0.01) | | | 2,134,992 | |
Net Asset Value, Redemption Price and Offering Price Per Share | | $ | 29.82 | |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Statement of Operations
October 31, 2024
Investment Income | | | |
Dividend income | | $ | 739,919 | |
Interest income | | | 23,351 | |
Total investment income | | | 763,270 | |
| | | | |
Expenses | | | | |
Advisory fees (Note 4) | | | 479,123 | |
Administration and fund accounting fees (Note 4) | | | 76,732 | |
Transfer agent fees and expenses (Note 4) | | | 63,107 | |
Registration fees | | | 24,211 | |
Audit fees | | | 20,250 | |
Chief Compliance Officer fees (Note 4) | | | 17,459 | |
Custody fees (Note 4) | | | 14,132 | |
Legal fees | | | 11,308 | |
Trustee fees and expenses | | | 10,240 | |
Insurance expense | | | 7,017 | |
Shareholder reporting | | | 2,819 | |
Miscellaneous expense | | | 19,080 | |
Total expenses | | | 745,478 | |
Less: fee waiver from Advisor (Note 4) | | | (114,922 | ) |
Net operating expenses | | | 630,556 | |
Net investment income | | | 132,714 | |
| | | | |
Net Realized Unrealized Gain (Loss) on Investments | | | | |
Net realized gain on investments | | | 10,440,252 | |
Net change in unrealized appreciation on investments | | | 9,351,219 | |
Net realized and change in unrealized gain on investments | | | 19,791,471 | |
Net increase in net assets resulting from operations | | $ | 19,924,185 | |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Statements of Changes in Net Assets
October 31, 2024
| | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | |
Increase (Decrease) in Net Assets due to: | | | | | | | | |
Operations | | | | | | | | |
Net investment income | | $ | 132,714 | | | $ | 544,930 | |
Net realized gain on investments | | | 10,440,252 | | | | 9,274,850 | |
Net change in unrealized appreciation (depreciation) on investments | | | 9,351,219 | | | | (6,779,243 | ) |
Net increase in net assets resulting from operations | | | 19,924,185 | | | | 3,040,537 | |
| | | | | | | | |
Distributions to Shareholders | | | | | | | | |
Net dividends and distributions to shareholders | | | (9,800,363 | ) | | | (5,379,943 | ) |
Total distributions | | | (9,800,363 | ) | | | (5,379,943 | ) |
| | | | | | | | |
Capital Share Transactions | | | | | | | | |
Proceeds from shares sold | | | 870,137 | | | | 1,236,699 | |
Proceeds from shares issued in reinvestment of dividends | | | 9,735,135 | | | | 5,346,504 | |
Cost of shares redeemed | | | (14,791,834 | ) | | | (11,117,685 | ) |
Net decrease in net assets resulting from capital transactions | | | (4,186,562 | ) | | | (4,534,482 | ) |
Total Increase (Decrease) in Net Assets | | | 5,937,260 | | | | (6,873,888 | ) |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of year | | | 57,726,763 | | | | 64,600,651 | |
End of year | | $ | 63,664,023 | | | $ | 57,726,763 | |
| | | | | | | | |
Changes in Shares Outstanding | | | | | | | | |
Shares sold | | | 31,859 | | | | 46,462 | |
Shares issued in reinvestment of dividends | | | 396,543 | | | | 206,988 | |
Shares redeemed | | | (542,680 | ) | | | (413,650 | ) |
Net in Fund shares outstanding | | | (114,278 | ) | | | (160,200 | ) |
Shares outstanding, beginning of year | | | 2,249,270 | | | | 2,409,470 | |
Shares outstanding, end of year | | | 2,134,992 | | | | 2,249,270 | |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Financial Highlights
(For a share outstanding during each period)
| | For the Years Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
Selected Per Share Data: | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 25.66 | | | $ | 26.81 | | | $ | 34.53 | | | $ | 25.06 | | | $ | 27.35 | |
| | | | | | | | | | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.06 | | | | 0.24 | | | | 0.21 | | | | 0.20 | | | | 0.28 | |
Net realized and unrealized gain/(loss) on investments | | | 8.76 | | | | 0.87 | | | | (5.59 | ) | | | 9.53 | | | | (0.34 | ) |
Total from investment operations | | | 8.82 | | | | 1.11 | | | | (5.38 | ) | | | 9.73 | | | | (0.06 | ) |
| | | | | | | | | | | | | | | | | | | | |
Less distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.25 | ) | | | (0.22 | ) | | | (0.20 | ) | | | (0.26 | ) | | | (0.28 | ) |
Net realized gains | | | (4.41 | ) | | | (2.04 | ) | | | (2.14 | ) | | | — | | | | (1.95 | ) |
Total distributions | | | (4.66 | ) | | | (2.26 | ) | | | (2.34 | ) | | | (0.26 | ) | | | (2.23 | ) |
| | | | | | | | | | | | | | | | | | | | |
Redemption fees | | | — | | | | — | | | | — | | | | — | (a) | | | — | (a) |
Net asset value, end of year | | $ | 29.82 | | | $ | 25.66 | | | $ | 26.81 | | | $ | 34.53 | | | $ | 25.06 | |
Total Return(b) | | | 38.26 | % | | | 4.07 | % | | | (16.87 | )% | | | 39.00 | % | | | (0.76 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000 omitted) | | $ | 63,664 | | | $ | 57,727 | | | $ | 64,601 | | | $ | 87,011 | | | $ | 69,387 | |
Ratio of net expenses to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fee waivers | | | 1.18 | % | | | 1.17 | % | | | 1.14 | % | | | 1.15 | % | | | 1.39 | % |
After fee waivers | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.04 | % | | | 1.24 | % |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fee waivers | | | 0.03 | % | | | 0.67 | % | | | 0.53 | % | | | 0.48 | % | | | 0.93 | % |
After fee waivers | | | 0.21 | % | | | 0.84 | % | | | 0.67 | % | | | 0.59 | % | | | 1.08 | % |
Portfolio turnover rate | | | 14 | % | | | 19 | % | | | 14 | % | | | 4 | % | | | 8 | % |
| (a) | Rounds to less than $0.01 per share. |
| (b) | 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. |
See accompanying notes which are an integral part of these financial statements.
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements
October 31, 2024
NOTE 1 – ORGANIZATION
The Fort Pitt Capital Total Return Fund (the “Fund”) is a diversified series of Exchange Place Advisors Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies.”
The Fund is the successor to the Fort Pitt Capital Total Return Fund (the “Predecessor Fund”), which commenced operations on December 31, 2001, a series of Advisors Series Trust. The Fund has substantially the same investment objectives and strategies as did the Predecessor Fund. Effective as of the close of business on June 28, 2024, all the assets, subject to the liabilities of the Predecessor Fund, were transferred to the Fund in exchange for 2,259,945 shares at a net asset value per share (“NAV”) of $28.05 of the Fund to the shareholders of the Predecessor Fund. The net assets contributed resulting from these tax-free transactions on the close of business June 28, 2024, after the reorganization, was $63,387,998 including net unrealized appreciation of $33,113,278, undistributed net investment income of $72,721, undistributed realized gain of $9,709,709, and investment cost of $30,308,581. For financial reporting purposes, assets received and shares issued were recorded at fair value; however, the cost basis of the investments received was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The Fund is a continuation of the Predecessor Fund, and therefore, the performance information includes the performance of the Predecessor Fund. The Fund’s performance for periods prior to June 28, 2024 is that of the Predecessor Fund. The Predecessor Fund is the accounting survivor.
Fort Pitt Capital Group, LLC (the “Adviser”) serves as the investment adviser to the Fund. The investment goal of the Fund is to seek to realize a combination of long-term capital appreciation and income that will produce maximum total return. The Fund seeks to achieve its goal by investing primarily in a diversified portfolio of common stocks of domestic (U.S.) companies and fixed income investments.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
Federal Income Taxes: The 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 Fund.
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 the 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.
The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s 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 previous three tax year ends and the interim tax period since then, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is 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 Fund may utilize deemed dividends on redemptions 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.
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
The Fund distributes substantially all net investment income, if any, and net realized capital gains, if any, annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified with the capital accounts based on their Federal tax treatment.
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. There were no reclassifications during the year ended October 31, 2024.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
REITs: The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in their annual distribution to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
NOTE 3 – SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
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.
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
The Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).
Equity Securities: The Fund’s investments are carried at fair value. Equity securities, including common stocks and real estate investment trusts, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities in the NASDAQ Global Market System shall be valued at the most recent sales price. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.
Investment Companies: Investments in open-end mutual funds, including money market funds, are generally priced at their net asset value per share provided by the service agent of the funds and will be classified in level 1 of the fair value hierarchy.
Short-Term Securities: Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices. To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
The Board of Trustees (the “Board”) has adopted a valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s net asset value (“NAV”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Fund’s investment advisor, Fort Pitt Capital Group, LLC (the “Advisor”), as the “Valuation
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5, subject to the Board’s oversight. The Advisor, as Valuation Designee is, authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
The inputs or methodology used for valuing securities is not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s securities as of October 31, 2024:
| | Valuation Inputs | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks(a) | | $ | 63,377,822 | | | $ | — | | | $ | — | | | $ | 63,377,822 | |
Money Market Funds | | | 185,253 | | | | — | | | | — | | | | 185,253 | |
Total | | $ | 63,563,075 | | | $ | — | | | $ | — | | | $ | 63,563,075 | |
(a) | Refer to Schedule of Investments for sector classifications. |
The Funds did not hold any investments during the reporting period in which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.
Refer to the Fund’s schedule of investments for a detailed break-out of securities by industry classification.
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Advisor provides the Fund with investment management services under an investment advisory agreement. The Advisor furnishes all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 0.76%, based upon the average daily net assets of the Fund. For the year ended October 31, 2024, the Fund incurred $479,123 in advisory fees.
The Fund is responsible for its own operating expenses. The Advisor has agreed to contractually reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s aggregate annual operating expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, and extraordinary expenses) to 1.00% of average daily net assets. Any such reduction
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in any subsequent month in the 36-month period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval. Such reimbursement may not be paid prior to a Fund’s payment of current ordinary operating expenses. For the year ended October 31, 2024, the Advisor reduced its fees in the amount of $114,922; no amounts were reimbursed to the Advisor. The Advisor may recapture portions of the amounts shown below no later than the corresponding dates:
Date | | Amount | |
10/31/2027 | | | 35,586 | (a) |
| (a) | Any such reduction prior to reorganization, as described in Note 1 of these Notes to Financial Statements, made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are no longer subject to reimbursement by the Fund to the Advisor. |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services served as the Fund’s administrator, fund accountant and transfer agent during the period beginning November 1, 2023 through June 28, 2024. Ultimus Fund Solutions, LLC (“Ultimus”) served as the Fund’s administrator, fund accountant and transfer agent for the period beginning June 29, 2024. U.S. Bank N.A. serves as custodian (the “Custodian”) to the Fund. Ultimus maintains the Fund’s books and records, calculates the Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of fund expenses, reviews expense accruals and prepares materials supplied to the Board of Trustees.
Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of the Administrator, provides a Chief Compliance Officer to the Trust, as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. Prior to June 30, 2024, U.S. Bank Global Fund Services, LLC provided Chief Compliance Officer services to the Trust. Fees paid by the Fund for administration and accounting, transfer agency, custody and compliance services for the year ended October 31, 2024, are disclosed in the Statement of Operations.
The Fund has entered into agreements with various brokers, dealers and financial intermediaries to compensate them for transfer agent services that would otherwise be
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
executed by Ultimus. These sub-transfer agent services include pre-processing and quality control of new accounts, maintaining detailed shareholder account records, shareholder correspondence, answering customer inquiries regarding account status, and facilitating shareholder telephone transactions. The Fund expensed $11,832 of sub-transfer agent fees during the year ended October 31, 2024. These fees are included in the transfer agent fees and expenses amount disclosed in the Statement of Operations.
Prior to June 30, 2024, Quasar Distributors, LLC acted as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. For the period beginning June 30, 2024, Ultimus Fund Distributors, LLC (the “Distributor”) acted as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.
NOTE 5 – PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 2024, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $8,663,974 and $22,067,138, respectively. There were no purchases and sales of U.S. government securities during the year ended October 31, 2024.
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during years ended October 31, 2024 and October 31, 2023 was as follows:
| | 2024 | | | 2023 | |
Distributions paid from: | | | | | | | | |
Ordinary income | | $ | 610,190 | | | | 525,014 | |
Long-term capital gains | | | 9,190,173 | | | | 4,854,929 | |
Total distributions paid | | $ | 9,800,363 | | | $ | 5,379,943 | |
As of October 31, 2024, the components of accumulated earnings/(losses) on a tax basis were as follows:
Cost of investments (a) | | $ | 27,220,998 | |
Gross tax unrealized appreciation | | | 36,396,617 | |
Gross tax unrealized depreciation | | | (54,540 | ) |
Net tax unrealized appreciation (a) | | $ | 36,342,077 | |
Undistributed ordinary income | | | 217,258 | |
Undistributed long-term capital gain | | | 10,309,929 | |
Total distributable earnings | | $ | 10,527,187 | |
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
Total accumulated earnings/(losses) | | $ | 46,869,264 | |
| (a) | The difference between book-basis and tax-basis net unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales. |
NOTE 7 – PRINCIPAL RISKS
Below is a summary of some, but not all, of the principal risks of investing in the Fund, each of which may adversely affect the Fund’s net asset value and total return. The Fund’s most recent prospectus provides further descriptions of the Fund’s investment objective, principal investment strategies and principal risks.
Sector Emphasis Risks: Securities of companies in the same or related businesses, if comprising a significant portion of the Fund’s portfolio, could react in some circumstances negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such business comprised a lesser portion of the Fund’s portfolio.
Equity Securities Risks: The price of equity securities may rise or fall because of economic or political changes or changes in a company’s financial condition, sometimes rapidly or unpredictably. In addition, as noted below, certain sectors of the market may be “out of favor” during a particular time period which can result in volatility in equity price movements. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions.
Large Capitalization Company Risks: Larger, more established companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. In addition, large-cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.
Small - and Medium-Capitalization Company Risks: The risks associated with investing in small and medium capitalization companies, which have securities that may trade less frequently and in smaller volumes than securities of larger companies.
Credit Risks: An issuer may be unable or unwilling to make timely payments of principal and interest or to otherwise honor its obligations.
American Depositary Receipts Risks: Investing in ADRs may involve risks in addition to the risks in domestic investments, including less regulatory oversight and less
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
publicly-available information, less stable governments and economies, and non-uniform accounting, auditing and financial reporting standards.
U.S. Government Obligations Risks: U.S. Government obligations are viewed as having minimal or no credit risk but are still subject to interest rate risk. Securities issued by certain U.S. Government agencies and U.S. Government-sponsored enterprises are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States. If a government-sponsored entity is unable to meet its obligation, the performance of the Fund may be adversely impacted.
Investment Company Risks: When the Fund invests in an ETF or mutual fund, it will bear additional expenses based on its pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. The Fund also will incur brokerage costs when it purchases ETFs.
NOTE 8 – SUBSEQUENT EVENT
The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date at which these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosure other than the following.
Announced on October 29, 2024, and as previously disclosed in a supplement to the Funds’ Prospectus filed on April 28, 2024, Fort Pitt Capital Group, LLC (the “Current Adviser” or “Fort Pitt”), the investment adviser to the Fort Pitt Capital Total Return Fund, will undergo an internal restructuring (the “Transaction”) to be effective on November 1, 2024 (the “Closing Date”), that will result in the transfer of the Current Adviser’s assets and liabilities to Kovitz Investment Group Partners, LLC (the “New Adviser” or “Kovitz”). Focus Financial Partners Inc. (“Focus”) is the ultimate parent company of the Current Adviser and the New Adviser. As of the Closing Date of the Transaction, the existing investment advisory agreement between the Trust and the Current Adviser with respect to the Fund will be terminated. An interim investment advisory agreement and a new investment advisory agreement, each with Kovitz and with substantially the same terms as the existing investment advisory agreement with the Current Adviser, except for the start and end date of the agreement and other provisions applicable to the interim
Fort Pitt Capital Total Return Fund
Notes to the Financial Statements (continued)
October 31, 2024
investment advisory agreement as required under the Investment Company Act of 1940, as amended, have been approved by the Trust’s Board of Trustees. The new investment advisory agreement with Kovitz will be submitted to the Fund’s shareholders for approval at a forthcoming special meeting of the Fund’s shareholders.
Report of Independent Registered Public Accounting Firm
To the Shareholders of Fort Pitt Capital Total Return Fund and
Board of Trustees of Exchange Place Advisors Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fort Pitt Capital Total Return Fund (the “Fund”), a series Exchange Place Advisors Trust, as of October 31, 2024, the related statements of operations and changes in net assets, the financial highlights, and the related notes for the year then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2024, the results of its operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund’s financial statements and financial highlights for the years ended October 31, 2023, and prior, were audited by other auditors whose report dated December 29, 2023, expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2024.
COHEN & COMPANY, LTD.
Cleveland, Ohio
December 30, 2024
Approval of Investment Advisory Agreement (Unaudited)
Exchange Place Advisors Trust
Board Consideration of the Approval of the Investment Advisory Agreement for the New Fort Pitt Capital Total Return Fund
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that each mutual fund’s board of trustees, including a majority of those trustees who are not “interested persons” of the fund, as defined in the 1940 Act (the “Independent Trustees”), initially approve, and annually review and consider the continuation of, the fund’s investment advisory agreement. At a meeting held on March 21-22, 2024 (the “Meeting”), the Board of Trustees (the “Board”) of North Square Investments Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the investment advisory agreement (the “Advisory Agreement”) between Fort Pitt Capital Group, LLC (the “Adviser”) and the Trust, on behalf of the Fort Pitt Capital Total Return Fund (the “New Fund”). The Trustees noted that the New Fund has a corresponding fund (the “Existing Fund”) that is currently offered as a series of Advisors Series Trust (the “Selling Trust”) that is proposed to be reorganized into the New Fund. The Trustees further noted that the reorganization of the Existing Fund into the New Fund would take place upon approval of the Selling Trust’s Board of Trustees, the Board, and shareholders of the Existing Fund (the “Reorganization”). In addition, the Trustees noted that there are no contemplated changes to the management fee, investment objective, strategies, policies and restrictions of the Existing Fund in connection with the Reorganization and that the Adviser would continue as the New Fund’s investment adviser and that the Existing Fund’s portfolio manager would continue to be responsible for the day-to-day portfolio management activities of the New Fund.
In connection with its consideration of the Advisory Agreement, the Board requested and reviewed responses from the Adviser to the Section 15(c) request posed to the Adviser on behalf of the Independent Trustees by Independent Trustee Counsel and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information and data that had been provided prior to the Meeting, including the Advisory Agreement, the Adviser’s Form ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Existing Fund’s performance for periods ended December 31, 2023, advisory fees and expense ratios, and other pertinent information. The Board reviewed and discussed the Adviser’s Section 15(c) response and discussed various questions and information with representatives of the Adviser at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Adviser provided at the Meeting and at prior meetings concerning the Advisory Agreement. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of, and request additional materials from, the Adviser. The Board met in executive sessions at which no representatives of management were present to consider the approval of the Advisory Agreement and the Independent Trustees were also advised by, and met separately, in executive sessions with Independent Trustee Counsel. The Board also took into account information reviewed by it at its meeting held on February 12, 2024 that was relevant to its consideration of the Advisory Agreement, including certain performance, advisory fee and other expense information and discussions with the New Fund’s portfolio manager, as well as such additional information it deemed relevant and appropriate in its judgment. The Board noted that the information received and considered by the Board was both written and oral. Based on its evaluation of this information, the
Approval of Investment Advisory Agreement (Unaudited) (continued)
Board, including the Independent Trustees, unanimously approved the Advisory Agreement for the New Fund for an initial two-year period.
In determining whether to approve the Advisory Agreement, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate in the exercise of their reasonable business judgment. While individual members of the Board may have weighed certain factors differently, the Board’s determination to approve the Advisory Agreement was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Advisory Agreement. As noted, the Board was also furnished with an analysis of its fiduciary obligations in connection with its evaluation of the Advisory Agreement and, throughout the evaluation process, the Board was assisted by Fund Counsel and Independent Trustee Counsel who each provided and reviewed a legal memorandum to the Board detailing the Board’s duties and responsibilities in connection with the consideration of the approval of the Agreement. A more detailed summary of important, but not necessarily all, factors the Board considered with respect to its approval of the Advisory Agreement is provided below. The Board also considered other factors, including conditions and trends prevailing generally in the economy, the securities markets, and the industry.
Nature, Extent and Quality of Services
The Board considered information regarding the nature, extent and quality of services the Adviser provides to the Existing Fund, and will provide to the New Fund. The Board considered, among other things, the term of the Advisory Agreement and the range of services to be provided by the Adviser. The Board noted that the services to be provided include but are not limited to, providing a continuous investment program for the New Fund, adhering to the New Fund’s investment restrictions, complying with the Trust’s policies and procedures, and voting proxies on behalf of the New Fund. The Board also considered the Adviser’s reputation, organizational structure, resources and overall financial condition, including economic and other support provided to the Adviser.
With respect to the day-to-day portfolio management services for the Fund, the Board considered, among other things, the background and experience and quality of the Adviser’s investment personnel, its investment philosophies and processes, its investment research capabilities and resources, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of the New Fund’s portfolio manager, the number of accounts managed by the portfolio manager, and the Adviser’s approach for compensating the portfolio manager.
In addition, the Board considered the Adviser’s professional personnel who will provide services to the New Fund, including the Adviser’s ability and experience in attracting and retaining qualified personnel to service the New Fund. The Board also considered the compliance program and compliance records and regulatory history of the Adviser. The Board noted the Adviser’s support of the Existing Fund’s compliance control structure, including the resources that are devoted by the Adviser in support of the Existing Fund’s obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Adviser to address matters such as cybersecurity risks and to invest in business continuity planning. The Board also noted that it received and reviewed information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Existing Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating
Approval of Investment Advisory Agreement (Unaudited) (continued)
the regulatory compliance systems of the Adviser and procedures reasonably designed to ensure compliance with the federal securities laws.
The Board also considered the nature and extent of significant risks assumed by the Adviser in connection with the services to be provided to the New Fund, including entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk which, among other things, can increase cost of operations and introduce legal and administrative challenges.
After consideration of the foregoing factors, among others, the Board concluded that they are satisfied with the nature, extent and quality of services that the Adviser proposed to provide to the New Fund.
Fund Performance
The Board reviewed the performance of the Existing Fund for periods ended December 31, 2023 presented in the Board meeting materials. The Board considered various data and materials provided to the Board by the Adviser concerning Fund performance, including a comparison of the investment performance of the Existing Fund to its benchmark index, as well as comparative fee information provided by Broadridge Financial Solutions, Inc., based on data produced by Morningstar Inc., an independent provider of investment company data (the “Broadridge Report”), comparing the investment performance of the Existing Fund to a universe of peer funds.
The Board received information at the Meeting, including management’s discussion of the Existing Fund’s performance and took into account factors contributing to, the performance of the Existing Fund relative to its benchmark and universe for the relevant period. The Board also took into account factors including general market conditions; the “style” in which the Existing Fund is managed; issuer-specific information; and fund cash flows.
Based on these considerations, it was the consensus of the Board that it was reasonable to conclude that the Adviser has the ability to manage the New Fund successfully from a performance standpoint.
Advisory Fees and Expenses
The Board reviewed and considered the advisory fee rate of the Existing Fund that is being paid to the Adviser and the Existing Fund’s total net expense ratio.
The Board reviewed information contained in the Broadridge Report comparing the Existing Fund’s advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between the Existing Fund and its peer funds may be imprecise and non-determinative, the comparative information provided in the Broadridge Report was helpful to the Board in evaluating the reasonableness of the Existing Fund’s advisory fees and total expense ratio.
The Board also took into account that the Adviser had contractually agreed to limit the annual expense ratio for the Existing Fund to no more than 1.00%, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board also noted that the Adviser would continue such Expense Cap for the New Fund.
Approval of Investment Advisory Agreement (Unaudited) (continued)
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board concluded that the compensation to be paid to the Adviser under the Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the Adviser’s costs of managing the Existing Fund and the profitability to the Adviser from providing services to the Existing Fund. Based on its review, the Board determined that the potential profits that the Adviser may receive from services to be provided to the New Fund, if any, were not excessive.
Economies of Scale
The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to the New Fund as the New Fund grows. The Board also considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. In addition, the Board took into account management’s discussion of the New Fund’s fee structure. The Board also considered that, if the New Fund’s assets increase over time, the New Fund may realize other economies of scale.
The Board concluded that the Adviser’s arrangements with respect to the New Fund constituted a reasonable approach to sharing potential economies of scale with the New Fund and its shareholders.
“Fall-Out” Benefits
The Board received and considered information regarding potential “fall-out” or ancillary benefits that the Adviser may receive as a result of its relationship with the New Fund. The Board noted that ancillary benefits could include, among others, benefits directly attributable to other relationships with the New Fund and benefits potentially derived from an increase in the Adviser’s business as a result of its relationship with the New Fund.
Based on its consideration of the factors and information it deemed relevant, including those described above, the Board did not find that any ancillary benefits that may be received by the Adviser are unreasonable.
Conclusion
At the Meeting, after considering the above-described material factors and based on its deliberations and its evaluation of the information described above, and assisted by the advice of both Fund Counsel and Independent Trustee Counsel, the Board, including the Independent Trustees acting separately, concluded that the approval of the Advisory Agreement with respect to the New Fund for an initial two-year term was in the best interest of the New Fund and its shareholders.
Notice to Shareholders at October 31, 2024 (Unaudited)
For the year ended October 31, 2024, the Fort Pitt Capital Total Return Fund designated $610,190 as ordinary income and $9,190,173 as long-term capital gains for purposes of the dividends paid deduction.
For the year ended October 31, 2024, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided by the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from net investment income designated as qualified dividend income was 100%.
For corporate shareholders in the Fund, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2024 was 100%
FORT PITT CAPITAL TOTAL RETURN FUND
c/o Ultimus Fund Solutions, LLC
2 Easton Oval, Suite 300
Columbus, Ohio 43219
INVESTMENT ADVISOR
Fort Pitt Capital Group, LLC
680 Andersen Drive
Foster Plaza Ten, Suite 350
Pittsburgh, Pennsylvania 15220
DISTRIBUTOR
Ultimus Fund Distributors, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
CUSTODIAN
U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, Wisconsin 53212
TRANSFER AGENT
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
LEGAL COUNSEL
Blank Rome LLP
1271 Avenue Of The Americas
New York, New York 10020
This report has been prepared for shareholders and may be
distributed to others only if preceded or accompanied by a current prospectus.
The Fund’s Proxy Voting Policies and Procedures are available without charge upon
request by calling 1-866-688-8775. Information regarding how the Fund voted proxies
relating to portfolio securities during the 12-month period ended June 30 is available by
calling 1-866-688-8775 and on the SEC’s website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and
third quarters of each fiscal year on Part F of Form N-PORT. The Fund’s Form N-PORT
is available on the SEC’s website at www.sec.gov. Information included in the Fund’s
Form N-PORT is also available, upon request, by calling 1-866-688-8775.
|
ANNUAL FINANCIAL STATEMENTS |
|
NORTH SQUARE ADVISORY RESEARCH SMALL CAP VALUE FUND NORTH SQUARE ALTRINSIC INTERNATIONAL EQUITY FUND NORTH SQUARE MCKEE BOND FUND NORTH SQUARE STRATEGIC INCOME FUND October 31, 2024 |
| North Square Investments | www.northsquareinvest.com |
North Square Funds
Table of Contents
Schedules of Investments | | 1 |
Statements of Assets and Liabilities | | 28 |
Statements of Operations | | 29 |
Statements of Changes in Net Assets | | 30 |
Financial Highlights | | 33 |
Notes to Financial Statements | | 39 |
Report of Independent Registered Public Accounting Firm | | 52 |
Supplemental Information | | 53 |
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 Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS — 99.5% | | | | |
| | | | COMMUNICATIONS — 1.3% | | | | |
| | | | INTERNET MEDIA & SERVICES — 1.3% | | | | |
| 11,654 | | | TechTarget, Inc.(a) | | $ | 337,325 | |
| | | | TOTAL COMMUNICATIONS | | | 337,325 | |
| | | | | | | | |
| | | | CONSUMER DISCRETIONARY — 27.8% | | | | |
| | | | AUTOMOTIVE — 10.8% | | | | |
| 24,620 | | | Miller Industries, Inc. | | | 1,616,057 | |
| 24,555 | | | Phinia, Inc. | | | 1,143,772 | |
| | | | | | | 2,759,829 | |
| | | | HOME CONSTRUCTION — 3.2% | | | | |
| 9,217 | | | Skyline Champion Corp.(a) | | | 813,216 | |
| | | | | | | | |
| | | | LEISURE FACILITIES & SERVICES — 6.3% | | | | |
| 6,840 | | | Monarch Casino & Resort, Inc. | | | 537,008 | |
| 36,957 | | | OneSpaWorld Holdings Ltd. | | | 647,117 | |
| 7,950 | | | Papa John’s International, Inc. | | | 416,501 | |
| | | | | | | 1,600,626 | |
| | | | LEISURE PRODUCTS — 2.0% | | | | |
| 6,455 | | | Brunswick Corp. | | | 514,722 | |
| | | | | | | | |
| | | | RETAIL — DISCRETIONARY — 3.7% | | | | |
| 2,060 | | | Asbury Automotive Group, Inc.(a) | | | 469,350 | |
| 4,692 | | | Floor & Decor Holdings, Inc., Class A(a) | | | 483,511 | |
| | | | | | | 952,861 | |
| | | | SPECIALTY RETAIL — 1.8% | | | | |
| 11,175 | | | Valvoline, Inc.(a) | | | 450,129 | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 7,091,383 | |
| | | | | | | | |
| | | | CONSUMER STAPLES — 5.7% | | | | |
| | | | WHOLESALE — CONSUMER STAPLES — 5.7% | | | | |
| 36,785 | | | Grocery Outlet Holding Corp.(a) | | | 526,026 | |
| 11,322 | | | Performance Food Group Co.(a) | | | 919,912 | |
| | | | | | | 1,445,938 | |
| | | | TOTAL CONSUMER STAPLES | | | 1,445,938 | |
| | | | | | | | |
| | | | FINANCIALS — 15.4% | | | | |
| | | | BANKING — 15.4% | | | | |
| 22,055 | | | First Merchants Corp. | | | 817,138 | |
| 8,887 | | | Nicolet Bankshares, Inc.(a) | | | 903,719 | |
| 9,513 | | | SouthState Corp. | | | 927,803 | |
| 7,330 | | | Stock Yards Bancorp, Inc. | | | 472,638 | |
| 15,596 | | | Webster Financial Corp. | | | 807,873 | |
| | | | | | | 3,929,171 | |
| | | | TOTAL FINANCIALS | | | 3,929,171 | |
See accompanying Notes to Financial Statements.
North Square Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS (Continued) | | | | |
| | | | HEALTH CARE — 2.5% | | | | |
| | | | HEALTH CARE FACILITIES & SERVICES — 2.5% | | | | |
| 7,445 | | | HealthEquity, Inc.(a) | | $ | 634,686 | |
| | | | TOTAL HEALTH CARE | | | 634,686 | |
| | | | | | | | |
| | | | INDUSTRIALS — 24.4% | | | | |
| | | | COMMERCIAL SUPPORT SERVICES — 12.1% | | | | |
| 24,305 | | | Distribution Solutions Group, Inc.(a) | | | 935,742 | |
| 88,493 | | | Emerald Holding, Inc.(a) | | | 348,662 | |
| 36,272 | | | First Advantage Corp.(a) | | | 657,249 | |
| 30,624 | | | Viad Corp.(a) | | | 1,146,562 | |
| | | | | | | 3,088,215 | |
| | | | ELECTRICAL EQUIPMENT — 4.8% | | | | |
| 16,145 | | | Bel Fuse, Inc., Class B | | | 1,217,656 | |
| | | | | | | | |
| | | | INDUSTRIAL SUPPORT SERVICES — 1.5% | | | | |
| 59,455 | | | Alta Equipment Group Inc.(a) | | | 386,458 | |
| | | | | | | | |
| | | | MACHINERY — 6.0% | | | | |
| 3,400 | | | Alamo Group, Inc. | | | 576,436 | |
| 8,475 | | | John Bean Technologies Corp. | | | 944,285 | |
| | | | | | | 1,520,721 | |
| | | | TOTAL INDUSTRIALS | | | 6,213,050 | |
| | | | | | | | |
| | | | MATERIALS — 11.9% | | | | |
| | | | CHEMICALS — 3.1% | | | | |
| 28,705 | | | Element Solutions, Inc. | | | 777,906 | |
| | | | | | | | |
| | | | CONSTRUCTION MATERIALS — 2.7% | | | | |
| 2,445 | | | Eagle Materials, Inc. | | | 697,950 | |
| | | | | | | | |
| | | | CONTAINERS & PACKAGING — 6.1% | | | | |
| 2,715 | | | AptarGroup, Inc. | | | 455,876 | |
| 41,126 | | | TriMas Corp.(a) | | | 1,104,232 | |
| | | | | | | 1,560,108 | |
| | | | TOTAL MATERIALS | | | 3,035,964 | |
| | | | | | | | |
| | | | REAL ESTATE — 4.8% | | | | |
| | | | REAL ESTATE OWNERS & DEVELOPERS — 4.8% | | | | |
| 6,960 | | | Howard Hughes Holdings, Inc.(a) | | | 529,238 | |
| 28,355 | | | Legacy Housing Corp.(a) | | | 703,204 | |
| | | | | | | 1,232,442 | |
| | | | TOTAL REAL ESTATE | | | 1,232,442 | |
See accompanying Notes to Financial Statements.
North Square Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS (Continued) | | | | |
| | | | TECHNOLOGY — 5.7% | | | | |
| | | | SOFTWARE — 1.0% | | | | |
| 6,650 | | | Alkami Technology, Inc.(a) | | $ | 243,457 | |
| | | | | | | | |
| | | | TECHNOLOGY HARDWARE — 2.2% | | | | |
| 79,535 | | | Pitney Bowes Inc. | | | 573,447 | |
| | | | | | | | |
| | | | TECHNOLOGY SERVICES — 2.5% | | | | |
| 15,520 | | | Cass Information Systems, Inc. | | | 641,907 | |
| | | | TOTAL TECHNOLOGY | | | 1,458,811 | |
| | | | | | | | |
| | | | TOTAL COMMON STOCKS (Cost $21,281,564) | | | 25,378,770 | |
| | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 0.5% | | | | |
| 129,361 | | | First American Treasury Obligations Fund, Class X, 4.91%(b) | | | 129,361 | |
| | | | TOTAL SHORT-TERM INVESTMENTS (Cost $129,361) | | | 129,361 | |
| | | | TOTAL INVESTMENTS — 100.0% (Cost $21,410,925) | | $ | 25,508,131 | |
| | | | Liabilities in Excess of Other Assets — 0.0% | | | (9,211 | ) |
| | | | NET ASSETS — 100.0% | | $ | 25,498,920 | |
| (a) | Non-income producing security. |
| (b) | Rate disclosed is the seven day effective yield as of October 31, 2024. |
See accompanying Notes to Financial Statements.
North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS — 94.6% | | | | |
| | | | Belgium — 1.0% | | | | |
| 17,431 | | | KBC Group NV | | $ | 1,269,597 | |
| | | | | | | | |
| | | | Bermuda — 4.5% | | | | |
| 24,477 | | | AXIS Capital Holdings Ltd. | | | 1,915,570 | |
| 10,292 | | | Everest Re Group, Ltd. | | | 3,659,938 | |
| | | | | | | 5,575,508 | |
| | | | Brazil — 0.8% | | | | |
| 310,990 | | | Lojas Renner SA(a) | | | 1,001,614 | |
| | | | | | | | |
| | | | Canada — 1.6% | | | | |
| 22,303 | | | Agnico Eagle Mines Ltd. | | | 1,924,526 | |
| | | | | | | | |
| | | | Cayman Islands — 4.3% | | | | |
| 139,668 | | | Alibaba Group Holding Ltd. | | | 1,708,503 | |
| 98,618 | | | Baidu, Inc., Class A(a) | | | 1,125,339 | |
| 993,429 | | | Sands China Ltd.(a) | | | 2,527,618 | |
| | | | | | | 5,361,460 | |
| | | | France — 11.9% | | | | |
| 67,961 | | | Bureau Veritas SA | | | 2,155,212 | |
| 5,807 | | | Capgemini SE | | | 1,007,325 | |
| 20,560 | | | Cia Generale de Establissements Michelin SCA | | | 694,782 | |
| 40,085 | | | Danone | | | 2,863,393 | |
| 11,241 | | | Pernod Ricard SA(a) | | | 1,402,416 | |
| 29,950 | | | Sanofi | | | 3,164,865 | |
| 48,142 | | | SCOR SE | | | 1,035,689 | |
| 38,554 | | | TotalEnergies SE | | | 2,419,296 | |
| | | | | | | 14,742,978 | |
| | | | Germany — 9.9% | | | | |
| 5,879 | | | adidas AG | | | 1,407,860 | |
| 10,907 | | | Bayerische Motoren Werke AG | | | 859,798 | |
| 13,106 | | | BioNTech SE - ADR(a) | | | 1,482,289 | |
| 46,482 | | | Daimler Truck Holding AG | | | 1,921,913 | |
| 9,595 | | | Deutsche Boerse AG | | | 2,228,537 | |
| 45,635 | | | DHL Group | | | 1,832,995 | |
| 14,717 | | | Henkel AG & Co. KGaA | | | 1,274,290 | |
| 6,637 | | | Siemens AG | | | 1,291,128 | |
| | | | | | | 12,298,810 | |
| | | | India — 2.2% | | | | |
| 44,117 | | | HDFC Bank Ltd. - ADR | | | 2,780,695 | |
| | | | | | | | |
| | | | Ireland — 7.4% | | | | |
| 118,677 | | | Bank of Ireland Group PLC | | | 1,099,839 | |
| 10,975 | | | CRH PLC | | | 1,047,344 | |
| 15,900 | | | Kerry Group PLC, Class A(a) | | | 1,587,897 | |
See accompanying Notes to Financial Statements.
North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS (Continued) | | | | |
| | | | Ireland (Continued) | | | | |
| 30,447 | | | Medtronic PLC | | $ | 2,717,394 | |
| 8,882 | | | Willis Towers Watson PLC | | | 2,684,052 | |
| | | | | | | 9,136,526 | |
| | | | Israel — 1.2% | | | | |
| 8,635 | | | Check Point Software Technologies Ltd.(a) | | | 1,495,668 | |
| | | | | | | | |
| | | | Japan — 13.1% | | | | |
| 18,776 | | | Daito Trust Construction Co., Ltd.(a) | | | 2,074,807 | |
| 30,006 | | | Eisai Co. Ltd. | | | 1,016,603 | |
| 174,900 | | | Kubota Corp. | | | 2,234,705 | |
| 52,607 | | | MinebeaMitsumi, Inc.(a) | | | 926,116 | |
| 52,618 | | | Seven & I Holdings Co. Ltd. | | | 757,694 | |
| 85,585 | | | Sompo Holdings, Inc. | | | 1,834,858 | |
| 120,725 | | | Sony Group Corp. | | | 2,124,452 | |
| 106,466 | | | Sumitomo Mitsui Trust Holdings, Inc. | | | 2,334,826 | |
| 205,451 | | | Suzuki Motor Corp. | | | 2,085,739 | |
| 90,629 | | | Yamaha Motor Co. Ltd. | | | 792,187 | |
| | | | | | | 16,181,987 | |
| | | | Korea (Republic Of) — 5.9% | | | | |
| 36,405 | | | Hana Financial Group, Inc. | | | 1,576,926 | |
| 54,715 | | | KB Financial Group Inc. | | | 3,574,408 | |
| 1,990 | | | Samsung Electronics Co. Ltd. | | | 2,103,789 | |
| | | | | | | 7,255,123 | |
| | | | Mexico — 2.8% | | | | |
| 7,825 | | | Fomento Economico Mexicano, SAB de CV - ADR | | | 758,164 | |
| 188,632 | | | Grupo Financiero Banorte SAB de CV | | | 1,316,070 | |
| 505,420 | | | Wal-Mart de Mexico SAB de CV | | | 1,395,107 | |
| | | | | | | 3,469,341 | |
| | | | Netherlands — 5.6% | | | | |
| 30,182 | | | Akzo Nobel N.V.(a) | | | 1,925,869 | |
| 15,174 | | | Euronext NV | | | 1,674,087 | |
| 35,379 | | | Heineken N.V. | | | 2,901,446 | |
| 15,769 | | | Koninklijke Philips NV | | | 414,832 | |
| | | | | | | 6,916,234 | |
| | | | Peru — 1.3% | | | | |
| 8,789 | | | Credicorp Ltd. | | | 1,618,319 | |
| | | | | | | | |
| | | | Singapore — 1.3% | | | | |
| 193,264 | | | Singapore Exchange Ltd.(a) | | | 1,656,191 | |
| | | | | | | | |
| | | | Spain — 0.7% | | | | |
| 107,658 | | | Bankinter SA(a) | | | 878,250 | |
See accompanying Notes to Financial Statements.
North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS (Continued) | | | | |
| | | | Switzerland — 9.8% | | | | |
| 791 | | | Barry Callebaut AG | | $ | 1,387,454 | |
| 16,975 | | | Chubb Ltd. | | | 4,794,420 | |
| 20,926 | | | Nestle S.A. | | | 1,977,536 | |
| 4,161 | | | Roche Holding AG | | | 1,289,628 | |
| 4,494 | | | Zurich Insurance Group AG | | | 2,649,931 | |
| | | | | | | 12,098,969 | |
| | | | United Kingdom — 9.3% | | | | |
| 4,637 | | | Aon PLC, Class A | | | 1,701,176 | |
| 46,025 | | | BP PLC - ADR | | | 1,351,294 | |
| 54,388 | | | Diageo PLC | | | 1,679,305 | |
| 151,085 | | | GSK PLC | | | 2,727,903 | |
| 242,998 | | | Haleon PLC | | | 1,167,660 | |
| 119,266 | | | Informa PLC | | | 1,245,738 | |
| 86,792 | | | Liberty Global Ltd., Class A(a) | | | 1,719,350 | |
| | | | | | | 11,592,426 | |
| | | | TOTAL COMMON STOCKS (Cost $109,152,913) | | | 117,254,222 | |
| | | | | | | | |
| | | | PREFERRED STOCKS — 1.1% | | | | |
| | | | Brazil — 1.1% | | | | |
| 225,945 | | | Itau Unibanco Holdings SA(a) | | | 1,373,734 | |
| | | | TOTAL PREFERRED STOCKS (Cost $1,154,408) | | | 1,373,734 | |
| | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 4.0% | | | | |
| 4,956,424 | | | First American Treasury Obligations Fund, Class X, 4.91%(b) | | | 4,956,424 | |
| | | | TOTAL SHORT-TERM INVESTMENTS (Cost $4,956,424) | | | 4,956,424 | |
| | | | TOTAL INVESTMENTS — 99.7% (Cost $115,263,745) | | $ | 123,584,380 | |
| | | | OTHER ASSETS IN EXCESS OF LIABILITIES — 0.3% | | | 406,151 | |
| | | | NET ASSETS — 100.0% | | $ | 123,990,531 | |
| (a) | Non-income producing security. |
| (b) | Rate disclosed is the seven day effective yield as of October 31, 2024. |
ADR – American Depositary Receipt
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | ASSET BACKED SECURITIES — 3.6% | | | | |
| 400,000 | | | Aligned Data Centers Issuer LLC, 1.937%, 08/15/46(a) | | $ | 377,933 | |
| 19,394 | | | Ally Auto Receivables Trust 2022-2 A3, 4.760%, 05/17/27 | | | 19,390 | |
| 152,241 | | | American Credit Acceptance Receivables Trust 2021-2, 1.340%, 07/13/27(a) | | | 151,130 | |
| 200,000 | | | AMSR 2021-SFR2 Trust, 1.527%, 08/19/38(a) | | | 189,061 | |
| 785,000 | | | Amur Equipment Finance Receivables X LLC, 2.200%, 01/20/28(a) | | | 768,969 | |
| 1,547 | | | BMW Vehicle Lease Trust 2023-2 A2, 5.950%, 08/25/25 | | | 1,549 | |
| 50,000 | | | Capital One Prime Auto Receivables Trust 2023-2 A3, 5.820%, 06/15/28 | | | 50,935 | |
| 21,629 | | | CarMax Auto Owner Trust 2022-4 A3, 5.340%, 08/15/27 | | | 21,711 | |
| 51,936 | | | CarMax Auto Owner Trust 2023-1 A3, 4.750%, 10/15/27 | | | 51,938 | |
| 600,000 | | | CarMax Auto Owner Trust 2024-4 A3, 4.600%, 10/15/29 | | | 599,906 | |
| 1,665 | | | COMM 2014-CCRE20 Mortgage Trust 2014-CR20 A4, 3.590%, 11/10/47 | | | 1,662 | |
| 250,000 | | | Dell Equipment Finance Trust 2023-3, 5.930%, 06/22/26(a) | | | 253,321 | |
| 27,000 | | | Discover Card Execution Note Trust 2023-A1 A, 4.310%, 03/15/28 | | | 26,907 | |
| 5,000 | | | Ford Credit Auto Owner Trust 2024-C A3, 4.070%, 07/15/29 | | | 4,954 | |
| 44,947 | | | GM Financial Automobile Leasing Trust 2023-1 A3, 5.160%, 04/20/26(a) | | | 44,985 | |
| 14,000 | | | GM Financial Consumer Automobile Receivables 2024-2 A3, 5.100%, 03/16/29 | | | 14,148 | |
| 278,000 | | | Harley-Davidson Motorcycle Trust 2024-A, 5.370%, 03/15/29 | | | 282,885 | |
| 520,000 | | | NextGear Floorplan Master Owner Trust 2019-2a A2, 4.420%, 09/15/27(a) | | | 518,204 | |
| 25,000 | | | Nissan Auto Lease Trust 2023-B A3, 5.690%, 07/15/26 | | | 25,088 | |
| 121,508 | | | NMEF Funding 2022-B, LLC, 6.070%, 06/01/49(a) | | | 122,213 | |
| 19,316 | | | Oportun Funding XIV LLC 2021-A, 1.210%, 03/08/28(a) | | | 18,892 | |
| 1,050,000 | | | Toyota Auto Receivables 2024-C Owner Trust, 4.880%, 01/18/28 | | | 1,057,404 | |
| 526,757 | | | Tricon Residential 2022-SFR2 Trust, 3.856%, 04/19/39(a) | | | 512,220 | |
| 15,000 | | | UBS Commercial Mortgage Trust 2018-C8 A4, 3.983%, 02/15/51 | | | 14,456 | |
| 465,000 | | | Verizon Master Trust, 5.670%, 11/20/26 | | | 477,111 | |
| 40,000 | | | World Omni Auto Receivables Trust 2023-B A3, 4.660%, 05/15/28 | | | 39,974 | |
| 17,467 | | | World Omni Select Auto Trust 2023-A A2A, 5.920%, 03/15/27 | | | 17,502 | |
| | | | TOTAL ASSET BACKED SECURITIES (Cost $5,703,972) | | | 5,664,448 | |
| | | | | | | | |
| | | | CORPORATE BONDS — 27.7% | | | | |
| | | | COMMUNICATIONS — 2.1% | | | | |
| | | | CABLE & SATELLITE — 0.5% | | | | |
| 908,000 | | | Comcast Corp., 3.250%, 11/01/39 | | | 707,031 | |
| | | | | | | | |
| | | | ENTERTAINMENT CONTENT — 0.8% | | | | |
| 665,000 | | | Fox Corp., 6.500%, 10/13/33 | | | 708,354 | |
| 596,000 | | | Walt Disney Co. (The), 3.500%, 05/13/40 | | | 483,219 | |
| | | | | | | 1,191,573 | |
| | | | INTERNET MEDIA & SERVICES — 0.1% | | | | |
| 218,000 | | | Meta Platforms, Inc., 5.600%, 05/15/53 | | | 226,142 | |
| | | | | | | | |
| | | | TELECOMMUNICATIONS — 0.7% | | | | |
| 108,000 | | | AT&T, Inc., 4.350%, 03/01/29 | | | 106,553 | |
| 345,000 | | | Verizon Communications, Inc., 4.780%, 02/15/35(a) | | | 332,419 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | CORPORATE BONDS (Continued) | | | | |
| | | | COMMUNICATIONS (Continued) | | | | |
| | | | TELECOMMUNICATIONS (Continued) | | | | |
| 1,022,000 | | | Verizon Communications, Inc., 2.650%, 11/20/40 | | $ | 714,667 | |
| | | | | | | 1,153,639 | |
| | | | CONSUMER DISCRETIONARY — 1.6% | | | | |
| | | | APPAREL & TEXTILE PRODUCTS — 0.1% | | | | |
| 215,000 | | | General Motors Financial Co., Inc, 5.550%, 07/15/29 | | | 217,899 | |
| | | | | | | | |
| | | | AUTOMOTIVE — 0.9% | | | | |
| 468,000 | | | American Honda Finance Corp., 2.000%, 03/24/28 | | | 429,638 | |
| 655,000 | | | Ford Motor Co. Class B, 3.250%, 02/12/32 | | | 548,184 | |
| 14,000 | | | General Motors Financial Co., Inc., 5.800%, 01/07/29 | | | 14,337 | |
| 438,000 | | | General Motors Financial Co., Inc., 4.300%, 04/06/29 | | | 423,049 | |
| | | | | | | 1,415,208 | |
| | | | LEISURE FACILITIES & SERVICES — 0.6% | | | | |
| 208,000 | | | McDonald’s Corp., 3.600%, 07/01/30 | | | 196,079 | |
| 463,000 | | | Starbucks Corp., 4.900%, 02/15/31 | | | 465,872 | |
| 203,000 | | | Starbucks Corp., 5.000%, 02/15/34 | | | 201,307 | |
| | | | | | | 863,258 | |
| | | | CONSUMER STAPLES — 1.3% | | | | |
| | | | BEVERAGES — 0.7% | | | | |
| 559,000 | | | Coca-Cola Co. (The), 5.000%, 05/13/34 | | | 568,053 | |
| 558,000 | | | Keurig Dr Pepper, Inc., 5.200%, 03/15/31 | | | 566,583 | |
| | | | | | | 1,134,636 | |
| | | | HOUSEHOLD PRODUCTS — 0.3% | | | | |
| 420,000 | | | Procter & Gamble Co. (The), 4.550%, 01/29/34 | | | 417,336 | |
| | | | | | | | |
| | | | RETAIL - CONSUMER STAPLES — 0.1% | | | | |
| 13,000 | | | Kroger Co. (The), 4.900%, 09/15/31 | | | 12,975 | |
| 204,000 | | | Kroger Co. (The), 5.500%, 09/15/54 | | | 198,260 | |
| | | | | | | 211,235 | |
| | | | TOBACCO & CANNABIS — 0.2% | | | | |
| 292,000 | | | Philip Morris International, Inc., 5.125%, 02/15/30 | | | 295,705 | |
| | | | | | | | |
| | | | ENERGY — 2.6% | | | | |
| | | | OIL & GAS PRODUCERS — 2.6% | | | | |
| 731,000 | | | ConocoPhillips Co., 5.300%, 05/15/53 | | | 705,045 | |
| 285,000 | | | Energy Transfer LP, 6.400%, 12/01/30 | | | 302,387 | |
| 756,000 | | | Enterprise Products Operating LLC, 4.950%, 02/15/35 | | | 744,075 | |
| 267,000 | | | Enterprise Products Operating LLC, 4.800%, 02/01/49 | | | 239,285 | |
| 1,064,000 | | | Exxon Mobil Corp., 4.327%, 03/19/50 | | | 914,471 | |
| 588,000 | | | Phillips 66 Co., 5.250%, 06/15/31 | | | 593,225 | |
| 560,000 | | | TotalEnergies Capital SA, 5.488%, 04/05/54 | | | 556,835 | |
| | | | | | | 4,055,323 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | CORPORATE BONDS (Continued) | | | | |
| | | | FINANCIALS — 10.0% | | | | |
| | | | ASSET MANAGEMENT — 0.5% | | | | |
| 356,000 | | | Charles Schwab Corp. (The), 5.643%, 05/19/29 (SOFR + 221bps)(b) | | $ | 365,102 | |
| 366,621 | | | United Airlines 2023-1 Class A Pass Through Trust, 5.800%, 07/15/36 | | | 378,234 | |
| | | | | | | 743,336 | |
| | | | BANKING — 5.8% | | | | |
| 1,786,000 | | | Bank of America Corp., 1.658%, 03/11/27(b) | | | 1,711,402 | |
| 78,000 | | | Bank of America NA, 5.050%, 06/22/26 | | | 79,234 | |
| 421,000 | | | Bank of Montreal, 4.640%, 09/10/30 (SOFR + 125bps)(b) | | | 416,067 | |
| 562,000 | | | Canadian Imperial Bank of Commerce, 5.260%, 04/08/29 | | | 572,127 | |
| 358,000 | | | Citibank NA, 5.570%, 04/30/34 | | | 368,799 | |
| 476,000 | | | Citigroup, Inc., 5.174%, 02/13/30 (SOFR + 136bps)(b) | | | 479,307 | |
| 200,000 | | | HSBC Holdings PLC, 4.583%, 06/19/29(b) | | | 196,713 | |
| 607,000 | | | JPMorgan Chase & Co., 1.578%, 04/22/27(b) | | | 579,314 | |
| 788,000 | | | JPMorgan Chase & Co., 5.299%, 07/24/29 (SOFR + 145bps)(b) | | | 799,878 | |
| 34,000 | | | Morgan Stanley Bank, NA, 4.950%, 06/14/27 | | | 34,846 | |
| 34,000 | | | Morgan Stanley Private Bank, NA, 4.950%, 06/14/27 | | | 34,846 | |
| 27,000 | | | Morgan Stanley Private Bank, NA, 4.800%, 06/20/28 | | | 27,795 | |
| 204,000 | | | PNC Financial Services Group, Inc. (The), 5.582%, 06/12/29(b) | | | 208,544 | |
| 313,000 | | | Royal Bank of Canada, 5.150%, 02/01/34 | | | 315,053 | |
| 579,000 | | | Toronto-Dominion Bank (The), 4.693%, 09/15/27 | | | 578,221 | |
| 450,000 | | | Toronto-Dominion Bank (The), 4.994%, 04/05/29 | | | 452,797 | |
| 243,000 | | | Toronto-Dominion Bank (The), 3.200%, 03/10/32 | | | 215,338 | |
| 377,000 | | | Wells Fargo & Co., 5.574%, 07/25/29 (SOFR + 174bps)(b) | | | 385,087 | |
| 412,000 | | | Wells Fargo & Co., 6.303%, 10/23/29 (SOFR + 179bps)(b) | | | 431,852 | |
| 24,000 | | | Wells Fargo & Co., 3.526%, 03/24/28(b) | | | 23,299 | |
| 429,000 | | | Wells Fargo & Co., 4.897%, 07/25/33 (SOFR + 210bps)(b) | | | 421,072 | |
| 825,000 | | | Wells Fargo Bank NA, 4.900%, 06/11/27 | | | 844,653 | |
| | | | | | | 9,176,244 | |
| | | | INSTITUTIONAL FINANCIAL SERVICES — 2.6% | | | | |
| 614,000 | | | Bank of New York Mellon Corp. (The), 5.060%, 07/22/32(b) | | | 616,795 | |
| 351,000 | | | Goldman Sachs Bank USA, 5.414%, 05/21/27 (SOFR + 75bps)(b) | | | 354,422 | |
| 1,097,000 | | | Goldman Sachs Group, Inc. (The), 1.431%, 03/09/27(b) | | | 1,047,965 | |
| 1,408,000 | | | Goldman Sachs Group, Inc. (The), 1.992%, 01/27/32(b) | | | 1,174,973 | |
| 881,000 | | | Morgan Stanley, 1.593%, 05/04/27(b) | | | 840,118 | |
| | | | | | | 4,034,273 | |
| | | | SPECIALTY FINANCE — 1.1% | | | | |
| 422,000 | | | American Express Co., 5.284%, 07/26/35 (SOFRRATE + 142bps)(b) | | | 423,113 | |
| 314,000 | | | Capital One Financial Corp., 1.878%, 11/02/27(b) | | | 296,081 | |
| 359,000 | | | Capital One Financial Corp., 6.209%, 06/08/29(b) | | | 372,958 | |
| 11,000 | | | Capital One Financial Corp., 5.463%, 07/26/30 (SOFRRATE + 156bps)(b) | | | 11,095 | |
| 671,000 | | | Private Export Funding Corp., 3.650%, 03/15/30 | | | 648,506 | |
| | | | | | | 1,751,753 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | CORPORATE BONDS (Continued) | | | | |
| | | | HEALTH CARE — 1.4% | | | | |
| | | | BIOTECH & PHARMA — 0.7% | | | | |
| 313,000 | | | Amgen, Inc., 5.650%, 03/02/53 | | $ | 315,107 | |
| 320,000 | | | Eli Lilly & Co, 5.000%, 02/09/54 | | | 308,651 | |
| 452,000 | | | Johnson & Johnson, 4.900%, 06/01/31 | | | 459,580 | |
| | | | | | | 1,083,338 | |
| | | | HEALTH CARE FACILITIES & SERVICES — 0.7% | | | | |
| 226,000 | | | Cigna Group (The), 5.000%, 05/15/29 | | | 227,255 | |
| 229,000 | | | UnitedHealth Group, Inc., 5.300%, 02/15/30 | | | 235,201 | |
| 639,000 | | | UnitedHealth Group, Inc., 5.150%, 07/15/34 | | | 644,065 | |
| | | | | | | 1,106,521 | |
| | | | INDUSTRIALS — 2.9% | | | | |
| | | | AEROSPACE & DEFENSE — 0.7% | | | | |
| 859,000 | | | Boeing Co., 4.875%, 05/01/25 | | | 857,159 | |
| 197,000 | | | Northrop Grumman Corp., 3.250%, 01/15/28 | | | 188,675 | |
| | | | | | | 1,045,834 | |
| | | | DIVERSIFIED INDUSTRIALS — 0.5% | | | | |
| 828,000 | | | Honeywell International, Inc., 4.750%, 02/01/32 | | | 828,745 | |
| | | | | | | | |
| | | | ELECTRICAL EQUIPMENT — 0.2% | | | | |
| 299,000 | | | Johnson Controls International PLC, 5.500%, 04/19/29 | | | 307,019 | |
| | | | | | | | |
| | | | MACHINERY — 0.3% | | | | |
| 199,000 | | | John Deere Capital Corp., 4.900%, 03/07/31 | | | 200,198 | |
| 236,000 | | | John Deere Capital Corp., 4.400%, 09/08/31 | | | 230,454 | |
| | | | | | | 430,652 | |
| | | | TRANSPORTATION & LOGISTICS — 1.2% | | | | |
| 501,403 | | | BNSF Railway Co. 2015-1 Pass Through Trust, 3.442%, 06/16/28(a) | | | 479,474 | |
| 997,000 | | | Burlington Northern Santa Fe LLC, 4.550%, 09/01/44 | | | 896,357 | |
| 4,000 | | | Canadian Pacific Railway Co, 2.050%, 03/05/30 | | | 3,489 | |
| 23,712 | | | Union Pacific Railroad Co. 2005 Pass Through Trust, 5.082%, 01/02/29 | | | 23,652 | |
| 164,001 | | | Union Pacific Railroad Co. 2014-1 Pass Through Trust, 3.227%, 05/14/26 | | | 160,178 | |
| 391,000 | | | United Parcel Service, Inc., 5.150%, 05/22/34 | | | 397,485 | |
| | | | | | | 1,960,635 | |
| | | | REAL ESTATE — 0.3% | | | | |
| | | | REAL ESTATE INVESTMENT TRUSTS — 0.3% | | | | |
| 449,000 | | | American Tower Corp., 3.800%, 08/15/29 | | | 427,148 | |
| | | | | | | | |
| | | | TECHNOLOGY — 1.6% | | | | |
| | | | SEMICONDUCTORS — 0.3% | | | | |
| 303,000 | | | Broadcom Inc, 4.350%, 02/15/30 | | | 295,060 | |
| 147,000 | | | Intel Corp., 5.700%, 02/10/53 | | | 137,475 | |
| | | | | | | 432,535 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | CORPORATE BONDS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | SOFTWARE — 0.5% | | | | |
| 247,000 | | | Oracle Corp., 2.300%, 03/25/28 | | $ | 228,610 | |
| 723,000 | | | Oracle Corp., 3.600%, 04/01/40 | | | 576,168 | |
| | | | | | | 804,778 | |
| | | | TECHNOLOGY HARDWARE — 0.5% | | | | |
| 557,000 | | | Apple, Inc., 2.950%, 09/11/49 | | | 386,947 | |
| 413,000 | | | Cisco Systems Inc., 4.950%, 02/26/31 | | | 418,533 | |
| | | | | | | 805,480 | |
| | | | TECHNOLOGY SERVICES — 0.3% | | | | |
| 200,000 | | | International Business Machines Corp., 4.150%, 05/15/39 | | | 175,423 | |
| 250,000 | | | International Business Machines Corp., 1.700%, 10/01/52 | | | 233,257 | |
| | | | | | | 408,680 | |
| | | | UTILITIES — 3.9% | | | | |
| | | | ELECTRIC UTILITIES — 3.9% | | | | |
| 394,000 | | | Alabama Power Co., 3.450%, 10/01/49 | | | 288,607 | |
| 129,000 | | | Berkshire Hathaway Energy Co., 3.700%, 07/15/30 | | | 122,555 | |
| 103,000 | | | Consolidated Edison Company of New York, Inc., 5.700%, 05/15/54 | | | 106,597 | |
| 1,470,000 | | | Duke Energy Carolinas LLC, 5.300%, 02/15/40 | | | 1,471,523 | |
| 342,000 | | | Entergy Corp., 1.900%, 06/15/28 | | | 309,541 | |
| 472,000 | | | Florida Power & Light Co., 5.300%, 04/01/53 | | | 468,511 | |
| 1,431,000 | | | MidAmerican Energy Co., 4.250%, 07/15/49 | | | 1,216,580 | |
| 627,000 | | | NextEra Energy Capital Holdings, Inc., 4.900%, 02/28/28 | | | 630,103 | |
| 136,000 | | | NextEra Energy Capital Holdings, Inc., 2.250%, 06/01/30 | | | 118,493 | |
| 263,000 | | | Pacific Gas and Electric Co., 4.550%, 07/01/30 | | | 255,454 | |
| 394,000 | | | Tennessee Valley Authority, 4.250%, 09/15/52 | | | 346,312 | |
| 707,000 | | | Virginia Electric and Power Co., 5.450%, 04/01/53 | | | 702,535 | |
| | | | | | | 6,036,811 | |
| | | | TOTAL CORPORATE BONDS (Cost $43,269,480) | | | 43,272,767 | |
| | | | | | | | |
| | | | MORTGAGE-BACKED SECURITIES — 49.7% | | | | |
| 10,000 | | | BBCMS Mortgage Trust 2017-C1 A4, 3.674%, 02/15/50 | | | 9,686 | |
| 112,909 | | | BBCMS Mortgage Trust 2022-C14, 1.727%, 02/18/55 | | | 108,729 | |
| 84,053 | | | Ellington Financial Mortgage Trust 2020-01, 2.006%, 05/25/65(a),(b) | | | 82,667 | |
| 599,988 | | | EQUS 2021-EQAZ Mortgage Trust, 5.823%, 10/15/36(a),(b) | | | 595,877 | |
| 279,883 | | | Fannie Mae Pool, 4.000%, 05/15/27 | | | 261,792 | |
| 21,936 | | | Fannie Mae Pool, 2.500%, 08/01/28 | | | 21,258 | |
| 20,645 | | | Fannie Mae Pool, 5.000%, 11/01/29 | | | 20,731 | |
| 5,093 | | | Fannie Mae Pool, 4.000%, 10/01/30 | | | 5,035 | |
| 59,923 | | | Fannie Mae Pool, 4.500%, 05/01/31 | | | 59,698 | |
| 54,797 | | | Fannie Mae Pool, 4.000%, 09/01/31 | | | 53,814 | |
| 28,974 | | | Fannie Mae Pool, 4.500%, 01/01/32 | | | 28,730 | |
| 17,340 | | | Fannie Mae Pool, 3.500%, 04/01/32 | | | 16,703 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 211,204 | | | Fannie Mae Pool, 3.000%, 05/01/33 | | $ | 199,867 | |
| 55,330 | | | Fannie Mae Pool, 4.500%, 05/01/34 | | | 54,893 | |
| 71,500 | | | Fannie Mae Pool, 4.000%, 06/01/34 | | | 69,819 | |
| 112,014 | | | Fannie Mae Pool, 3.500%, 08/01/34 | | | 107,553 | |
| 12,490 | | | Fannie Mae Pool, 3.500%, 10/01/34 | | | 11,980 | |
| 112,721 | | | Fannie Mae Pool, 3.500%, 12/01/34 | | | 108,048 | |
| 3,989 | | | Fannie Mae Pool, 3.500%, 05/01/35 | | | 3,797 | |
| 37,152 | | | Fannie Mae Pool, 3.500%, 11/01/35 | | | 35,660 | |
| 80,307 | | | Fannie Mae Pool, 4.000%, 11/01/35 | | | 78,758 | |
| 272,190 | | | Fannie Mae Pool, 2.000%, 05/01/36 | | | 243,423 | |
| 21,467 | | | Fannie Mae Pool, 1.500%, 10/01/36 | | | 18,737 | |
| 416,662 | | | Fannie Mae Pool, 2.000%, 03/01/37 | | | 374,151 | |
| 18,536 | | | Fannie Mae Pool, 2.500%, 04/01/37 | | | 16,829 | |
| 89,568 | | | Fannie Mae Pool, 4.000%, 07/01/37 | | | 86,891 | |
| 50,171 | | | Fannie Mae Pool, 3.500%, 08/01/37 | | | 47,636 | |
| 93,322 | | | Fannie Mae Pool, 3.500%, 10/13/37 | | | 85,438 | |
| 81,671 | | | Fannie Mae Pool, 3.500%, 12/01/37 | | | 78,486 | |
| 73,926 | | | Fannie Mae Pool, 4.000%, 12/01/37 | | | 72,575 | |
| 80,726 | | | Fannie Mae Pool, 4.000%, 06/01/38 | | | 79,072 | |
| 6,750 | | | Fannie Mae Pool, 4.000%, 03/01/39 | | | 6,433 | |
| 281,588 | | | Fannie Mae Pool, 3.000%, 01/01/40 | | | 257,460 | |
| 48,631 | | | Fannie Mae Pool, 4.500%, 07/01/40 | | | 47,248 | |
| 280,788 | | | Fannie Mae Pool, 2.000%, 08/01/40 | | | 238,062 | |
| 62,679 | | | Fannie Mae Pool, 4.000%, 09/01/40 | | | 60,185 | |
| 3,225 | | | Fannie Mae Pool, 4.000%, 09/01/40 | | | 3,074 | |
| 181,388 | | | Fannie Mae Pool, 2.500%, 10/01/40 | | | 158,382 | |
| 262,336 | | | Fannie Mae Pool, 3.000%, 10/01/40 | | | 236,292 | |
| 233,467 | | | Fannie Mae Pool, 2.000%, 11/01/40 | | | 197,459 | |
| 167,481 | | | Fannie Mae Pool, 2.000%, 01/01/41 | | | 141,430 | |
| 4,770 | | | Fannie Mae Pool, 4.000%, 01/01/41 | | | 4,547 | |
| 23,260 | | | Fannie Mae Pool, 4.000%, 01/01/41 | | | 22,169 | |
| 43,553 | | | Fannie Mae Pool, 4.000%, 01/01/41 | | | 41,510 | |
| 354,045 | | | Fannie Mae Pool, 2.500%, 02/01/41 | | | 307,820 | |
| 323,504 | | | Fannie Mae Pool, 1.500%, 03/01/41 | | | 263,556 | |
| 198,801 | | | Fannie Mae Pool, 2.500%, 03/01/41 | | | 172,968 | |
| 8,026 | | | Fannie Mae Pool, 3.000%, 05/01/41 | | | 7,194 | |
| 18,498 | | | Fannie Mae Pool, 2.000%, 07/01/41 | | | 15,642 | |
| 422,496 | | | Fannie Mae Pool, 2.500%, 09/01/41 | | | 366,804 | |
| 474,464 | | | Fannie Mae Pool, 2.500%, 10/01/41 | | | 413,388 | |
| 8,394 | | | Fannie Mae Pool, 4.000%, 10/01/41 | | | 8,000 | |
| 263,633 | | | Fannie Mae Pool, 2.500%, 11/01/41 | | | 228,877 | |
| 1,004,164 | | | Fannie Mae Pool, 2.000%, 08/01/42 | | | 844,877 | |
| 16,893 | | | Fannie Mae Pool, 3.000%, 09/01/42 | | | 15,072 | |
| 307,224 | | | Fannie Mae Pool, 3.500%, 09/01/42 | | | 284,234 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 157,479 | | | Fannie Mae Pool, 3.000%, 04/01/43 | | $ | 141,402 | |
| 33,659 | | | Fannie Mae Pool, 3.500%, 01/01/44 | | | 30,856 | |
| 8,097 | | | Fannie Mae Pool, 4.000%, 03/01/45 | | | 7,712 | |
| 310,596 | | | Fannie Mae Pool, 3.000%, 04/01/45 | | | 276,959 | |
| 28,603 | | | Fannie Mae Pool, 3.500%, 12/01/45 | | | 26,020 | |
| 82,528 | | | Fannie Mae Pool, 3.000%, 04/01/46 | | | 72,714 | |
| 158,902 | | | Fannie Mae Pool, 2.500%, 05/01/46 | | | 133,484 | |
| 109,935 | | | Fannie Mae Pool, 3.000%, 06/01/46 | | | 98,031 | |
| 80,155 | | | Fannie Mae Pool, 3.500%, 06/01/46 | | | 72,989 | |
| 2,585 | | | Fannie Mae Pool, 4.000%, 07/01/46 | | | 2,434 | |
| 63,857 | | | Fannie Mae Pool, 3.000%, 10/01/46 | | | 56,096 | |
| 54,656 | | | Fannie Mae Pool, 4.000%, 10/01/46 | | | 52,156 | |
| 67,024 | | | Fannie Mae Pool, 3.000%, 11/01/46 | | | 59,800 | |
| 19,787 | | | Fannie Mae Pool, 3.000%, 11/01/46 | | | 17,360 | |
| 99,042 | | | Fannie Mae Pool, 5.000%, 11/01/46 | | | 97,845 | |
| 155,457 | | | Fannie Mae Pool, 3.000%, 02/01/47 | | | 136,921 | |
| 2,979 | | | Fannie Mae Pool, 4.500%, 03/01/47 | | | 2,874 | |
| 921,099 | | | Fannie Mae Pool, 4.500%, 04/01/47 | | | 901,740 | |
| 6,023 | | | Fannie Mae Pool, 3.500%, 05/01/47 | | | 5,508 | |
| 4,008 | | | Fannie Mae Pool, 3.500%, 05/01/47 | | | 3,644 | |
| 660,316 | | | Fannie Mae Pool, 2.500%, 11/01/47 | | | 560,100 | |
| 256,013 | | | Fannie Mae Pool, 2.500%, 12/01/47 | | | 217,440 | |
| 41,924 | | | Fannie Mae Pool, 3.500%, 03/01/48 | | | 38,032 | |
| 169,778 | | | Fannie Mae Pool, 2.500%, 04/01/48 | | | 144,014 | |
| 96,036 | | | Fannie Mae Pool, 3.000%, 04/01/48 | | | 84,436 | |
| 244,783 | | | Fannie Mae Pool, 3.500%, 08/01/48 | | | 221,676 | |
| 96,712 | | | Fannie Mae Pool, 3.500%, 11/01/48 | | | 87,734 | |
| 7,024 | | | Fannie Mae Pool, 4.500%, 11/01/48 | | | 6,751 | |
| 113,264 | | | Fannie Mae Pool, 3.000%, 12/01/48 | | | 99,589 | |
| 37,422 | | | Fannie Mae Pool, 3.000%, 02/01/49 | | | 32,803 | |
| 15,203 | | | Fannie Mae Pool, 3.500%, 02/01/49 | | | 13,754 | |
| 19,621 | | | Fannie Mae Pool, 3.500%, 06/01/49 | | | 17,852 | |
| 19,486 | | | Fannie Mae Pool, 2.500%, 07/01/49 | | | 16,564 | |
| 793,497 | | | Fannie Mae Pool, 3.500%, 09/01/49 | | | 720,622 | |
| 422,122 | | | Fannie Mae Pool, 3.500%, 09/01/49 | | | 373,880 | |
| 82,772 | | | Fannie Mae Pool, 3.000%, 12/01/49 | | | 72,668 | |
| 18,157 | | | Fannie Mae Pool, 3.000%, 02/01/50 | | | 15,996 | |
| 18,432 | | | Fannie Mae Pool, 3.000%, 02/01/50 | | | 16,110 | |
| 353,846 | | | Fannie Mae Pool, 2.500%, 04/01/50 | | | 288,122 | |
| 248,510 | | | Fannie Mae Pool, 2.500%, 05/01/50 | | | 202,348 | |
| 40,201 | | | Fannie Mae Pool, 2.500%, 06/01/50 | | | 33,888 | |
| 367,042 | | | Fannie Mae Pool, 2.500%, 06/01/50 | | | 309,695 | |
| 19,475 | | | Fannie Mae Pool, 3.000%, 06/01/50 | | | 16,959 | |
| 233,229 | | | Fannie Mae Pool, 5.000%, 06/01/50 | | | 230,906 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 125,039 | | | Fannie Mae Pool, 3.500%, 08/01/50 | | $ | 114,155 | |
| 129,395 | | | Fannie Mae Pool, 2.500%, 10/01/50 | | | 108,930 | |
| 17,573 | | | Fannie Mae Pool, 2.000%, 01/01/51 | | | 14,166 | |
| 1,416,950 | | | Fannie Mae Pool, 4.500%, 01/01/51 | | | 1,363,993 | |
| 381,432 | | | Fannie Mae Pool, 2.500%, 02/01/51 | | | 319,629 | |
| 336,730 | | | Fannie Mae Pool, 2.500%, 02/01/51 | | | 283,444 | |
| 276,645 | | | Fannie Mae Pool, 2.000%, 03/01/51 | | | 224,275 | |
| 22,228 | | | Fannie Mae Pool, 2.500%, 03/01/51 | | | 18,607 | |
| 25,663 | | | Fannie Mae Pool, 2.000%, 05/01/51 | | | 20,520 | |
| 25,178 | | | Fannie Mae Pool, 2.500%, 05/01/51 | | | 21,165 | |
| 669,081 | | | Fannie Mae Pool, 2.500%, 06/01/51 | | | 563,481 | |
| 366,726 | | | Fannie Mae Pool, 2.500%, 06/01/51 | | | 308,218 | |
| 1,193,691 | | | Fannie Mae Pool, 2.500%, 07/01/51 | | | 1,001,717 | |
| 697,312 | | | Fannie Mae Pool, 2.500%, 08/01/51 | | | 586,628 | |
| 27,205 | | | Fannie Mae Pool, 2.500%, 10/01/51 | | | 22,747 | |
| 251,192 | | | Fannie Mae Pool, 2.500%, 10/01/51 | | | 208,998 | |
| 29,337 | | | Fannie Mae Pool, 3.000%, 11/01/51 | | | 25,519 | |
| 26,725 | | | Fannie Mae Pool, 3.000%, 12/01/51 | | | 23,476 | |
| 255,513 | | | Fannie Mae Pool, 2.000%, 01/01/52 | | | 206,077 | |
| 257,110 | | | Fannie Mae Pool, 3.000%, 01/01/52 | | | 222,347 | |
| 302,627 | | | Fannie Mae Pool, 3.500%, 01/01/52 | | | 272,390 | |
| 425,370 | | | Fannie Mae Pool, 2.000%, 02/01/52 | | | 344,634 | |
| 548,223 | | | Fannie Mae Pool, 2.000%, 02/01/52 | | | 441,611 | |
| 362,912 | | | Fannie Mae Pool, 3.000%, 02/01/52 | | | 317,593 | |
| 87,432 | | | Fannie Mae Pool, 3.000%, 02/01/52 | | | 76,168 | |
| 326,730 | | | Fannie Mae Pool, 3.500%, 02/01/52 | | | 293,340 | |
| 40,911 | | | Fannie Mae Pool, 2.000%, 03/01/52 | | | 33,057 | |
| 25,339 | | | Fannie Mae Pool, 5.000%, 09/01/52 | | | 24,703 | |
| 325,738 | | | Fannie Mae Pool, 6.500%, 01/01/53 | | | 334,603 | |
| 1,543,760 | | | Fannie Mae Pool, 6.000%, 06/01/53 | | | 1,554,330 | |
| 569,350 | | | Fannie Mae Pool, 4.000%, 07/01/53 | | | 529,332 | |
| 403,386 | | | Fannie Mae Pool, 6.000%, 09/01/53 | | | 411,357 | |
| 514,807 | | | Fannie Mae Pool, 5.500%, 03/01/54 | | | 513,635 | |
| 27,848 | | | Fannie Mae Pool, 5.500%, 08/01/54 | | | 27,707 | |
| 58,691 | | | Fannie Mae Pool, 4.500%, 04/01/56 | | | 56,363 | |
| 151,103 | | | Fannie Mae Pool, 4.000%, 07/01/56 | | | 140,109 | |
| 307,630 | | | Fannie Mae Pool, 4.500%, 08/01/56 | | | 295,428 | |
| 74,026 | | | Fannie Mae Pool, 5.500%, 09/01/56 | | | 75,951 | |
| 538 | | | Fannie Mae REMICS, 5.500%, 01/25/26 | | | 536 | |
| 9,978 | | | Fannie Mae REMICS, 1.250%, 01/25/28 | | | 9,557 | |
| 2,477 | | | Fannie Mae REMICS, 5.500%, 01/25/32 | | | 2,477 | |
| 74,547 | | | Fannie Mae REMICS, 4.000%, 04/25/33 | | | 73,240 | |
| 2,654 | | | Fannie Mae REMICS, 5.000%, 08/25/35 | | | 2,672 | |
| 228,000 | | | Fannie Mae REMICS, 3.500%, 10/25/37 | | | 218,843 | |
| 31,327 | | | Fannie Mae REMICS, 2.000%, 12/25/41 | | | 28,661 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 10,859 | | | Fannie Mae REMICS, 5.745%, 05/25/42(b) | | $ | 10,827 | |
| 102,320 | | | Fannie Mae REMICS, 3.500%, 02/25/43 | | | 95,537 | |
| 319,304 | | | Fannie Mae REMICS, 3.000%, 06/25/43 | | | 311,505 | |
| 1,643 | | | Fannie Mae REMICS, 3.500%, 08/25/43 | | | 1,632 | |
| 495,247 | | | Fannie Mae REMICS, 5.500%, 06/25/44 | | | 501,158 | |
| 93,066 | | | Fannie Mae REMICS, 2.000%, 10/25/44 | | | 83,565 | |
| 1,008,672 | | | Fannie Mae REMICS, 6.000%, 10/25/44 | | | 1,037,670 | |
| 48,529 | | | Fannie Mae REMICS, 3.000%, 04/25/45 | | | 45,364 | |
| 70,072 | | | Fannie Mae REMICS, 3.500%, 09/25/48 | | | 66,345 | |
| 43,186 | | | Fannie Mae REMICS, 5.500%, 01/25/49 | | | 43,583 | |
| 5,252 | | | Fannie Mae REMICS, 3.000%, 02/25/49 | | | 4,765 | |
| 56,680 | | | Fannie Mae REMICS, 3.000%, 07/25/49 | | | 49,697 | |
| 165,043 | | | Fannie Mae REMICS, 2.000%, 03/25/50 | | | 137,021 | |
| 558,301 | | | Fannie Mae REMICS, 2.000%, 07/25/50 | | | 464,334 | |
| 9,916 | | | Fannie Mae REMICS, 1.000%, 02/25/51 | | | 7,429 | |
| 520,385 | | | Fannie Mae REMICS, 5.000%, 02/25/51 | | | 518,119 | |
| 532,011 | | | Fannie Mae REMICS, 5.000%, 07/25/51 | | | 526,526 | |
| 378,793 | | | Fannie Mae REMICS, 5.000%, 01/25/53 | | | 371,942 | |
| 8,146 | | | Fannie Mae REMICS, 3.500%, 06/25/53 | | | 7,749 | |
| 1,945,000 | | | Federal Farm Credit Banks Funding Corp., 1.570%, 09/23/30 | | | 1,657,510 | |
| 868,000 | | | Federal Farm Credit Banks Funding Corp., 1.670%, 03/03/31 | | | 731,507 | |
| 264,000 | | | Federal Farm Credit Banks Funding Corp., 1.880%, 06/16/31 | | | 223,688 | |
| 851,000 | | | Federal Farm Credit Banks Funding Corp., 1.790%, 07/21/31 | | | 715,025 | |
| 864,000 | | | Federal Farm Credit Banks Funding Corp., 1.730%, 09/02/31 | | | 720,015 | |
| 852,000 | | | Federal Farm Credit Banks Funding Corp., 5.230%, 08/20/32 | | | 851,131 | |
| 985,000 | | | Federal Farm Credit Banks Funding Corp., 2.150%, 03/14/33 | | | 811,101 | |
| 235,000 | | | Federal Farm Credit Banks Funding Corp., 2.000%, 04/14/33 | | | 190,736 | |
| 116,000 | | | Federal Farm Credit Banks Funding Corp., 2.480%, 01/19/34 | | | 96,382 | |
| 2,159,000 | | | Federal Farm Credit Banks Funding Corp., 5.470%, 08/14/34 | | | 2,158,767 | |
| 1,488,000 | | | Federal Farm Credit Banks Funding Corp., 5.650%, 08/14/34 | | | 1,491,508 | |
| 906,000 | | | Federal Farm Credit Banks Funding Corp., 2.430%, 11/16/34 | | | 738,745 | |
| 1,057,000 | | | Federal Farm Credit Banks Funding Corp., 1.680%, 09/17/35 | | | 778,852 | |
| 76,000 | | | Federal Farm Credit Banks Funding Corp., 5.600%, 08/05/39 | | | 76,307 | |
| 845,000 | | | Federal Home Loan Banks, 2.375%, 01/28/32 | | | 727,126 | |
| 800,000 | | | Federal Home Loan Banks, 2.350%, 02/09/32 | | | 687,899 | |
| 1,265,000 | | | Federal Home Loan Banks, 5.920%, 05/23/34 | | | 1,269,851 | |
| 450,000 | | | Federal Home Loan Banks, 5.250%, 03/11/44 | | | 471,374 | |
| 594,000 | | | Federal Home Loan Mortgage Corp., 1.500%, 10/29/32 | | | 471,807 | |
| 2,534,000 | | | Federal National Mortgage Association, 1.630%, 09/14/35 | | | 1,862,284 | |
| 45,872 | | | Freddie Mac Gold Pool, 4.500%, 05/01/31 | | | 45,701 | |
| 12,796 | | | Freddie Mac Gold Pool, 4.500%, 06/01/31 | | | 12,753 | |
| 4,027 | | | Freddie Mac Gold Pool, 4.000%, 09/01/31 | | | 3,959 | |
| 2,980 | | | Freddie Mac Gold Pool, 3.500%, 08/01/32 | | | 2,886 | |
| 31,250 | | | Freddie Mac Gold Pool, 3.500%, 06/01/33 | | | 30,088 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 87,426 | | | Freddie Mac Gold Pool, 4.000%, 11/01/33 | | $ | 85,584 | |
| 44,529 | | | Freddie Mac Gold Pool, 3.500%, 10/01/34 | | | 42,727 | |
| 11,411 | | | Freddie Mac Gold Pool, 3.500%, 07/01/36 | | | 10,868 | |
| 18,754 | | | Freddie Mac Gold Pool, 4.000%, 01/01/41 | | | 17,897 | |
| 35,743 | | | Freddie Mac Gold Pool, 3.000%, 11/01/42 | | | 31,909 | |
| 72,989 | | | Freddie Mac Gold Pool, 3.500%, 12/01/42 | | | 67,250 | |
| 5,645 | | | Freddie Mac Gold Pool, 3.000%, 11/01/46 | | | 4,970 | |
| 220,963 | | | Freddie Mac Gold Pool, 3.000%, 12/01/46 | | | 194,526 | |
| 1,578,268 | | | Freddie Mac Gold Pool, 3.000%, 12/01/46 | | | 1,386,463 | |
| 121,473 | | | Freddie Mac Gold Pool, 3.000%, 01/01/47 | | | 106,939 | |
| 495,372 | | | Freddie Mac Pool, 2.500%, 03/15/28 | | | 418,012 | |
| 277,015 | | | Freddie Mac Pool, 3.500%, 06/15/29 | | | 249,693 | |
| 458,656 | | | Freddie Mac Pool, 2.000%, 09/01/36 | | | 408,709 | |
| 270,654 | | | Freddie Mac Pool, 3.000%, 07/01/38 | | | 251,254 | |
| 181,077 | | | Freddie Mac Pool, 4.500%, 05/01/39 | | | 177,591 | |
| 365,816 | | | Freddie Mac Pool, 3.000%, 09/01/39 | | | 334,368 | |
| 145,135 | | | Freddie Mac Pool, 2.500%, 04/01/42 | | | 125,273 | |
| 257,965 | | | Freddie Mac Pool, 3.000%, 05/01/42 | | | 228,097 | |
| 790,650 | | | Freddie Mac Pool, 5.500%, 05/01/43 | | | 794,893 | |
| 28,400 | | | Freddie Mac Pool, 3.500%, 07/01/47 | | | 26,111 | |
| 32,881 | | | Freddie Mac Pool, 3.500%, 01/01/48 | | | 29,829 | |
| 3,822 | | | Freddie Mac Pool, 3.500%, 08/01/49 | | | 3,471 | |
| 22,983 | | | Freddie Mac Pool, 3.000%, 02/01/50 | | | 20,389 | |
| 7,448 | | | Freddie Mac Pool, 2.500%, 05/01/50 | | | 6,068 | |
| 127,465 | | | Freddie Mac Pool, 2.000%, 08/01/50 | | | 103,045 | |
| 224,333 | | | Freddie Mac Pool, 2.500%, 11/01/50 | | | 187,765 | |
| 193,710 | | | Freddie Mac Pool, 2.500%, 12/01/50 | | | 163,180 | |
| 300,276 | | | Freddie Mac Pool, 2.000%, 02/01/51 | | | 240,122 | |
| 446,765 | | | Freddie Mac Pool, 2.500%, 03/01/51 | | | 374,635 | |
| 248,511 | | | Freddie Mac Pool, 2.000%, 05/01/51 | | | 199,505 | |
| 34,470 | | | Freddie Mac Pool, 2.500%, 05/01/51 | | | 28,953 | |
| 774,175 | | | Freddie Mac Pool, 2.500%, 05/01/51 | | | 644,677 | |
| 25,735 | | | Freddie Mac Pool, 2.500%, 06/01/51 | | | 21,545 | |
| 44,069 | | | Freddie Mac Pool, 3.500%, 07/01/51 | | | 40,021 | |
| 468,933 | | | Freddie Mac Pool, 2.500%, 09/01/51 | | | 394,624 | |
| 951,574 | | | Freddie Mac Pool, 3.500%, 09/01/51 | | | 864,217 | |
| 390,730 | | | Freddie Mac Pool, 2.000%, 11/01/51 | | | 311,720 | |
| 463,232 | | | Freddie Mac Pool, 3.000%, 12/01/51 | | | 400,370 | |
| 211,791 | | | Freddie Mac Pool, 2.500%, 02/01/52 | | | 177,030 | |
| 506,473 | | | Freddie Mac Pool, 2.500%, 04/01/52 | | | 420,667 | |
| 293,911 | | | Freddie Mac Pool, 3.500%, 05/01/52 | | | 263,323 | |
| 442,591 | | | Freddie Mac Pool, 3.000%, 08/01/52 | | | 385,065 | |
| 397,904 | | | Freddie Mac Pool, 4.000%, 09/01/52 | | | 368,557 | |
| 1,358,000 | | | Freddie Mac Pool, 4.000%, 11/01/52 | | | 1,257,082 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 507,694 | | | Freddie Mac Pool, 5.000%, 12/01/52 | | $ | 506,295 | |
| 558,261 | | | Freddie Mac Pool, 6.000%, 02/01/53 | | | 568,512 | |
| 354,315 | | | Freddie Mac Pool, 6.000%, 05/01/53 | | | 358,480 | |
| 274,556 | | | Freddie Mac Pool, 5.500%, 06/01/53 | | | 272,214 | |
| 22,566 | | | Freddie Mac Pool, 6.000%, 08/01/53 | | | 22,720 | |
| 436,367 | | | Freddie Mac Pool, 5.500%, 09/01/53 | | | 437,313 | |
| 22,677 | | | Freddie Mac Pool, 6.500%, 11/01/53 | | | 23,421 | |
| 13,881 | | | Freddie Mac Pool, 5.000%, 04/01/54 | | | 13,518 | |
| 2,123 | | | Freddie Mac REMICS, 4.500%, 09/15/25 | | | 2,115 | |
| 51,735 | | | Freddie Mac REMICS, 3.500%, 08/15/27 | | | 51,373 | |
| 63,834 | | | Freddie Mac REMICS, 3.000%, 08/15/40 | | | 62,707 | |
| 11,531 | | | Freddie Mac REMICS, 2.000%, 12/15/41 | | | 10,706 | |
| 20,620 | | | Freddie Mac REMICS, 2.000%, 06/25/42 | | | 19,298 | |
| 37,836 | | | Freddie Mac REMICS, 3.000%, 05/15/43 | | | 36,894 | |
| 11,076 | | | Freddie Mac REMICS, 3.000%, 11/15/43 | | | 10,894 | |
| 107,854 | | | Freddie Mac REMICS, 2.000%, 03/25/44 | | | 100,699 | |
| 141,615 | | | Freddie Mac REMICS, 3.000%, 08/15/44 | | | 135,449 | |
| 255,683 | | | Freddie Mac REMICS, 2.000%, 05/25/46 | | | 224,110 | |
| 258,998 | | | Freddie Mac REMICS, 3.000%, 06/25/48 | | | 235,025 | |
| 1,534 | | | Freddie Mac REMICS, 2.500%, 10/25/48 | | | 1,375 | |
| 789,325 | | | Freddie Mac REMICS, 1.500%, 02/25/49 | | | 634,026 | |
| 111,634 | | | Freddie Mac REMICS, 1.000%, 04/25/49 | | | 90,123 | |
| 1,669,276 | | | Freddie Mac REMICS, 5.500%, 09/25/49 | | | 1,682,101 | |
| 48,866 | | | Freddie Mac REMICS, 1.000%, 01/25/50 | | | 36,069 | |
| 368,705 | | | Freddie Mac REMICS, 1.000%, 09/25/50 | | | 283,202 | |
| 18,808 | | | Freddie Mac REMICS, 0.750%, 12/25/50 | | | 13,955 | |
| 41,725 | | | Freddie Mac REMICS, 2.000%, 01/25/51 | | | 33,500 | |
| 149,645 | | | Freddie Mac REMICS, 3.250%, 04/15/53 | | | 144,787 | |
| 30,904 | | | Freddie Mac REMICS, 3.000%, 01/15/55 | | | 29,904 | |
| 81,082 | | | Freddie Mac Structured Pass-Through Certificates, 6.523%, 07/25/44 (12MTA + 140bps)(b) | | | 77,546 | |
| 13,056 | | | Freddie Mac Structured Pass-Through Certificates, 6.323%, 10/25/44 (12MTA + 120bps)(b) | | | 11,847 | |
| 62 | | | Ginnie Mae I Pool, 4.000%, 11/15/24 | | | 62 | |
| 283,507 | | | Ginnie Mae I Pool, 3.020%, 09/15/41 | | | 250,373 | |
| 265,355 | | | Ginnie Mae I Pool, 3.000%, 08/15/45 | | | 235,943 | |
| 35,920 | | | Ginnie Mae II Pool, 3.500%, 04/20/27 | | | 35,484 | |
| 13,064 | | | Ginnie Mae II Pool, 3.500%, 07/20/27 | | | 12,855 | |
| 463,707 | | | Ginnie Mae II Pool, 3.500%, 12/20/34 | | | 443,123 | |
| 2,144 | | | Ginnie Mae II Pool, 5.000%, 06/20/48 | | | 2,125 | |
| 46,994 | | | Ginnie Mae II Pool, 5.000%, 07/20/48 | | | 46,641 | |
| 393,247 | | | Ginnie Mae II Pool, 3.500%, 01/20/50 | | | 358,405 | |
| 566,681 | | | Ginnie Mae II Pool, 2.000%, 02/20/51 | | | 451,547 | |
| 1,842,471 | | | Ginnie Mae II Pool, 2.000%, 03/20/51 | | | 1,477,128 | |
| 223,144 | | | Ginnie Mae II Pool, 2.000%, 04/20/51 | | | 177,806 | |
| 457,910 | | | Ginnie Mae II Pool, 2.500%, 09/20/51 | | | 381,112 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 792,382 | | | Ginnie Mae II Pool, 3.000%, 03/20/52 | | $ | 693,890 | |
| 346,598 | | | Ginnie Mae II Pool, 5.500%, 09/01/53(b) | | | 346,965 | |
| 499,738 | | | Ginnie Mae II Pool, 6.000%, 09/20/53 | | | 506,272 | |
| 20 | | | Government National Mortgage Association, 5.000%, 12/20/27 | | | 20 | |
| 400,394 | | | Government National Mortgage Association, 5.500%, 11/20/33 | | | 401,093 | |
| 3,825 | | | Government National Mortgage Association, 5.500%, 08/20/35 | | | 3,905 | |
| 936 | | | Government National Mortgage Association, 4.000%, 05/20/39 | | | 902 | |
| 214,916 | | | Government National Mortgage Association, 6.000%, 03/20/42 | | | 217,238 | |
| 75,244 | | | Government National Mortgage Association, 2.750%, 06/20/42 | | | 72,654 | |
| 4,925 | | | Government National Mortgage Association, 2.250%, 09/16/44 | | | 4,792 | |
| 29,036 | | | Government National Mortgage Association, 6.000%, 11/20/44 | | | 29,344 | |
| 553,326 | | | Government National Mortgage Association, 2.000%, 03/20/45 | | | 496,840 | |
| 300,820 | | | Government National Mortgage Association, 3.500%, 07/20/45 | | | 276,271 | |
| 7,550 | | | Government National Mortgage Association, 2.500%, 10/20/45 | | | 7,377 | |
| 14,032 | | | Government National Mortgage Association, 2.500%, 09/20/46 | | | 13,415 | |
| 24,954 | | | Government National Mortgage Association, 5.000%, 08/20/47 | | | 24,855 | |
| 349,346 | | | Government National Mortgage Association, 2.000%, 03/20/50 | | | 289,277 | |
| 121,471 | | | Government National Mortgage Association, 1.000%, 08/20/50 | | | 92,078 | |
| 145,238 | | | Government National Mortgage Association, 1.250%, 05/20/51 | | | 112,753 | |
| 1,560,872 | | | Government National Mortgage Association, 1.750%, 09/20/51 | | | 1,323,185 | |
| 238,000 | | | Government National Mortgage Association, 2.500%, 10/20/51 | | | 196,366 | |
| 31,924 | | | Government National Mortgage Association, 3.500%, 01/20/52 | | | 30,540 | |
| 17,485 | | | Government National Mortgage Association, 5.000%, 07/20/53 | | | 17,494 | |
| 540,000 | | | Government National Mortgage Association, 5.000%, 01/20/54 | | | 528,859 | |
| 532,018 | | | Government National Mortgage Association, 5.500%, 02/20/54 | | | 535,861 | |
| 413,000 | | | Morgan Stanley Capital I Trust 2016-UBS12, 3.596%, 12/17/49 | | | 397,145 | |
| 337,000 | | | Morgan Stanley Capital I Trust 2016-UBS9, 3.594%, 03/17/49 | | | 329,278 | |
| 925,000 | | | PSMC 2020-3 Trust, 3.000%, 11/25/50(a),(b) | | | 745,340 | |
| 430,000 | | | RLGH Trust 2021-TROT, 5.718%, 04/15/36(a),(b) | | | 427,114 | |
| 71,616 | | | Seasoned Credit Risk Transfer Trust, 2.000%, 11/25/60 | | | 62,456 | |
| 334,000 | | | UBS Commercial Mortgage Trust, 2.921%, 10/18/52 | | | 299,751 | |
| 421,811 | | | UMBS Freddie Mac Pool, 5.000%, 07/01/53 | | | 416,756 | |
| 160,000 | | | Wells Fargo Commercial Mortgage Trust 2016-C35, 2.931%, 07/17/48 | | | 154,549 | |
| 351,000 | | | Wells Fargo Commercial Mortgage Trust 2017-RB1, 3.635%, 03/15/50 | | | 334,712 | |
| 140,298 | | | Wells Fargo Commercial Mortgage Trust 2021-SAVE, 6.068%, 02/15/40(a),(b) | | | 139,472 | |
| | | | TOTAL MORTGAGE-BACKED SECURITIES (Cost $80,912,539) | | | 77,648,254 | |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | NON U.S. GOVERNMENT & AGENCIES — 1.8% | | | | |
| | | | GOVERNMENT GUARANTEED — 0.2% | | | | |
| 269,000 | | | Israel Government Aid Bond, 5.500%, 09/18/33 | | $ | 287,091 | |
| | | | | | | | |
| | | | SUPRANATIONAL — 1.6% | | | | |
| 546,000 | | | International Bank for Reconstruction & Development, 5.750%, 06/27/33 | | | 546,573 | |
| 390,000 | | | International Bank for Reconstruction & Development, 5.750%, 08/26/33 | | | 390,875 | |
| 2,058,000 | | | International Bank for Reconstruction & Development, 2.700%, 12/28/37 | | | 1,615,276 | |
| | | | | | | 2,552,724 | |
| | | | TOTAL NON U.S. GOVERNMENT & AGENCIES (Cost $3,150,686) | | | 2,839,815 | |
| | | | | | | | |
| | | | U.S. GOVERNMENT & AGENCIES — 14.9% | | | | |
| | | | U.S. TREASURY BONDS — 7.7% | | | | |
| 1,017,000 | | | United States Treasury Bond, 2.750%, 11/15/42 | | | 788,453 | |
| 4,103,000 | | | United States Treasury Bond, 4.250%, 02/15/54 | | | 3,947,855 | |
| 1,596,000 | | | United States Treasury Note/Bond, 3.375%, 09/15/27 | | | 1,564,267 | |
| 2,533,000 | | | United States Treasury Note/Bond, 3.625%, 09/30/31 | | | 2,442,960 | |
| 3,376,000 | | | United States Treasury Note/Bond, 4.125%, 08/15/44 | | | 3,170,803 | |
| | | | | | | 11,914,338 | |
| | | | U.S. TREASURY NOTES — 7.2% | | | | |
| 2,987,000 | | | United States Treasury Bond, 4.625%, 05/15/54 | | | 3,059,341 | |
| 1,563,000 | | | United States Treasury Note, 4.000%, 07/31/29 | | | 1,552,804 | |
| 1,911,000 | | | United States Treasury Note, 3.875%, 08/15/34 | | | 1,849,191 | |
| 921,000 | | | United States Treasury Note/Bond, 2.125%, 05/31/26 | | | 892,219 | |
| 4,066,000 | | | United States Treasury Note/Bond, 3.500%, 09/30/29 | | | 3,949,420 | |
| | | | | | | 11,302,975 | |
| | | | TOTAL U.S. GOVERNMENT & AGENCIES (Cost $23,615,353) | | | 23,217,313 | |
Shares | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 2.2% | | | | |
| 2,926,780 | | | First American Treasury Obligations Fund, Class X, 4.91%(c) | | | 3,364,211 | |
| | | | TOTAL SHORT-TERM INVESTMENTS (Cost $3,364,211) | | | 3,364,211 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS — 99.9% (Cost $160,016,241) | | $ | 156,006,808 | |
| | | | Other Assets in Excess of Liabilities — 0.1% | | | 235,916 | |
| | | | NET ASSETS — 100.0% | | $ | 156,242,724 | |
| (a) | Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of October 31, 2024 the total market value of 144A securities is 5,759,291 or 3.7% of net assets. |
| (b) | Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of October 31, 2024. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread. |
| (c) | Rate disclosed is the seven day effective yield as of October 31, 2024. |
REMIC - Real Estate Mortgage Investment Conduit
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS — 11.7% | | | | |
| | | | COMMUNICATIONS — 0.4% | | | | |
| | | | INTERNET MEDIA & SERVICES — 0.4% | | | | |
| 1,709 | | | Meta Platforms, Inc., Class A | | $ | 969,994 | |
| | | | TOTAL COMMUNICATIONS | | | 969,994 | |
| | | | | | | | |
| | | | ENERGY — 0.4% | | | | |
| | | | OIL & GAS PRODUCERS — 0.4% | | | | |
| 8,089 | | | Exxon Mobil Corp. | | | 944,633 | |
| | | | TOTAL ENERGY | | | 944,633 | |
| | | | | | | | |
| | | | FINANCIALS — 0.9% | | | | |
| | | | ASSET MANAGEMENT — 0.4% | | | | |
| 2,057 | | | Ameriprise Financial, Inc. | | | 1,049,687 | |
| | | | | | | | |
| | | | SPECIALTY FINANCE — 0.5% | | | | |
| 3,707 | | | American Express Co. | | | 1,001,187 | |
| | | | TOTAL FINANCIALS | | | 2,050,874 | |
| | | | | | | | |
| | | | INDUSTRIALS — 1.9% | | | | |
| | | | ELECTRICAL EQUIPMENT — 0.9% | | | | |
| 6,087 | | | Eaton Corp. PLC | | | 2,018,328 | |
| | | | | | | | |
| | | | INDUSTRIAL SUPPORT SERVICES — 0.5% | | | | |
| 1,274 | | | United Rentals, Inc. | | | 1,035,507 | |
| | | | | | | | |
| | | | MACHINERY — 0.5% | | | | |
| 1,614 | | | Parker-Hannifin Corp. | | | 1,023,389 | |
| | | | TOTAL INDUSTRIALS | | | 4,077,224 | |
| | | | | | | | |
| | | | MATERIALS — 2.0% | | | | |
| | | | METALS & MINING — 2.0% | | | | |
| 13,773 | | | Agnico Eagle Mines Ltd. | | | 1,188,472 | |
| 51,186 | | | Alamos Gold, Inc., Class A | | | 1,032,933 | |
| 21,709 | | | Newmont Corp. | | | 986,457 | |
| 18,582 | | | Wheaton Precious Metals Corp. | | | 1,226,598 | |
| | | | | | | 4,434,460 | |
| | | | TOTAL MATERIALS | | | 4,434,460 | |
| | | | | | | | |
| | | | REAL ESTATE — 3.3% | | | | |
| | | | REIT — 2.3% | | | | |
| 7,433 | | | Prologis, Inc. | | | 839,483 | |
| 15,578 | | | Realty Income Corp. | | | 924,866 | |
| 5,733 | | | Simon Property Group, Inc. | | | 969,565 | |
| 29,004 | | | VICI Properties, Inc. | | | 921,167 | |
| 8,016 | | | Welltower, Inc. | | | 1,081,198 | |
| | | | | | | 4,736,279 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | | | Fair Value | |
| | | | COMMON STOCKS (Continued) | | | | |
| | | | REAL ESTATE (Continued) | | | | |
| | | | SPECIALIZED REITS — 1.0% | | | | |
| 6,334 | | | Digital Realty Trust, Inc. | | $ | 1,128,909 | |
| 1,163 | | | Equinix, Inc. | | | 1,056,097 | |
| | | | | | | 2,185,006 | |
| | | | TOTAL REAL ESTATE | | | 6,921,285 | |
| | | | | | | | |
| | | | TECHNOLOGY — 2.8% | | | | |
| | | | IT SERVICES — 1.0% | | | | |
| 11,957 | | | Fidelity National Information Services, Inc. | | | 1,072,902 | |
| 7,190 | | | Paychex, Inc. | | | 1,001,783 | |
| | | | | | | 2,074,685 | |
| | | | SEMICONDUCTORS — 0.9% | | | | |
| 11,660 | | | Broadcom, Inc. | | | 1,979,518 | |
| | | | | | | | |
| | | | TECHNOLOGY HARDWARE — 0.5% | | | | |
| 2,237 | | | Motorola Solutions, Inc. | | | 1,005,196 | |
| | | | | | | | |
| | | | TECHNOLOGY SERVICES — 0.4% | | | | |
| 2,744 | | | Accenture PLC, Class A | | | 946,186 | |
| | | | TOTAL TECHNOLOGY | | | 6,005,585 | |
| | | | TOTAL COMMON STOCKS (Cost $24,493,446) | | | 25,404,055 | |
Principal Amount ($) | | | | | | |
| | | | ASSET BACKED SECURITIES — 9.8% | | | | |
| 1,075,756 | | | Aegis Asset Backed Securities Trust 2005-2, 5.689%, 06/25/35(a) | | | 1,017,695 | |
| 1,698,000 | | | Aligned Data Centers Issuer LLC, 1.937%, 08/15/46(b) | | | 1,604,327 | |
| 253,397 | | | Ameriquest Asset-Backed Pass-Through Certs, Series 2004-R2, 5.614%, 04/25/34(a) | | | 250,132 | |
| 1,000,000 | | | Bain Capital Credit CLO 2022-4 Ltd., 6.027%, 10/16/37(a),(b) | | | 1,000,468 | |
| 2,635,000 | | | BXP Trust 2017-CQHP, 5.701%, 11/15/34 (TSFR1M + 5pbs)(a),(b) | | | 2,532,788 | |
| 3,200,000 | | | CyrusOne Data Centers Issuer I LLC, 4.500%, 05/20/29(b) | | | 3,075,804 | |
| 585,573 | | | FBR Securitization Trust, 5.674%, 11/26/35(a) | | | 577,395 | |
| 2,342,500 | | | GS Mortgage Securities Trust 2013-GC10 D, 4.537%, 02/10/46(a),(b) | | | 2,278,011 | |
| 2,280,000 | | | HI-FI Music IP Issuer LP, 3.939%, 02/01/62(b) | | | 2,193,013 | |
| 166,181 | | | HSI Asset Securitization Corp. Trust 2006-OPT3, 5.509%, 02/25/36(a) | | | 163,418 | |
| 974,163 | | | Impac CMB Trust Series 2005-4 1M1, 5.614%, 05/25/35 (TSFR 1M + 11bps)(a) | | | 919,036 | |
| 186,798 | | | JPMorgan Mortgage Acquisition Trust 2006-CH1, 5.449%, 07/25/36(a) | | | 185,686 | |
| 350,217 | | | JPMorgan Mortgage Acquisition Trust 2007-CH3, 5.229%, 03/25/37(a) | | | 345,261 | |
| 298,404 | | | Libra Solutions 2023-1 LLC, 7.000%, 02/15/25(b) | | | 299,108 | |
| 764,244 | | | Long Beach Mortgage Loan Trust 2005-1, 6.244%, 02/25/35(a) | | | 752,714 | |
| 2,355,446 | | | Morgan Stanley Bank of America Merrill Lynch Trust 2014-C17, 3.500%, 08/15/47(b) | | | 2,281,713 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | ASSET BACKED SECURITIES (Continued) | | | | |
| 529,607 | | | Morgan Stanley Capital I Trust 2011-C2 D, 5.385%, 06/15/44(a),(b) | | $ | 524,441 | |
| 1,000,000 | | | Oaktree CLO 2022-3 Ltd., 6.036%, 10/15/37 (TSFR3M + 138bps)(a),(b) | | | 999,965 | |
| 390,421 | | | Renaissance Home Equity Loan Trust 2005-3, 5.140%, 11/25/35 | | | 388,913 | |
| | | | TOTAL ASSET BACKED SECURITIES (Cost $21,206,633) | | | 21,389,888 | |
| | | | | | | | |
| | | | CORPORATE BONDS — 34.1% | | | | |
| | | | COMMUNICATIONS — 1.0% | | | | |
| | | | ENTERTAINMENT CONTENT — 1.0% | | | | |
| 2,500,000 | | | Paramount Global, 6.250%, 02/28/57(a) | | | 2,241,896 | |
| | | | | | | | |
| | | | CONSUMER DISCRETIONARY — 1.1% | | | | |
| | | | AUTOMOTIVE — 1.1% | | | | |
| 2,371,000 | | | General Motors Financial Co., Inc., 5.750%, Perpetual(a) | | | 2,303,347 | |
| | | | | | | | |
| | | | ENERGY — 3.3% | | | | |
| | | | OIL & GAS PRODUCERS — 3.3% | | | | |
| 2,000,000 | | | Enbridge, Inc., 7.200%, 06/27/54 (H15T5Y + 297bps)(a) | | | 2,070,852 | |
| 3,000,000 | | | Energy Transfer LP, 6.625%, Perpetual (US3M +416bps)(a) | | | 2,947,886 | |
| 2,000,000 | | | South Bow Canadian Infrastructure Holdings Ltd., 7.500%, 03/01/55 (H15T5Y + 367bps)(a),(b) | | | 2,078,426 | |
| | | | | | | 7,097,164 | |
| | | | FINANCIALS — 19.2% | | | | |
| | | | ASSET MANAGEMENT — 1.6% | | | | |
| 4,000,000 | | | UBS Group AG, 4.375%, Perpetual(a) | | | 3,390,801 | |
| | | | | | | | |
| | | | BANKING — 13.5% | | | | |
| 2,750,000 | | | Citigroup, Inc., 4.150%, Perpetual(a) | | | 2,637,067 | |
| 3,100,000 | | | Citizens Financial Group, Inc., 4.000%, Perpetual(a) | | | 2,946,095 | |
| 2,926,000 | | | Comerica, Inc., 5.625%, Perpetual(a) | | | 2,897,624 | |
| 1,800,000 | | | Commerzbank AG, 4.250%, Perpetual (EUSA5 +439bps)(a) | | | 1,836,170 | |
| 2,600,000 | | | Deutsche Bank AG, 4.789%, Perpetual (USISOA05+436bps)(a) | | | 2,538,192 | |
| 4,385,000 | | | ING Groep NV, 3.875%, Perpetual (H15T5Y + 286bps)(a) | | | 3,906,382 | |
| 2,700,000 | | | KeyCorp, 5.000%, Perpetual(a) | | | 2,602,075 | |
| 1,650,000 | | | Lloyds Banking Group PLC, 8.000%, Perpetual(a) | | | 1,723,687 | |
| 3,000,000 | | | NatWest Group PLC, 4.600%, Perpetual(a) | | | 2,503,342 | |
| 2,000,000 | | | PNC Financial Services Group, Inc., 3.400%, Perpetual (H15T5Y + 260bps)(a) | | | 1,848,494 | |
| 2,000,000 | | | Svenska Handelsbanken AB, 4.750%, Perpetual(a) | | | 1,815,025 | |
| 2,149,000 | | | US Bancorp, 3.700%, Perpetual (H15T5Y + 254bps)(a) | | | 2,019,539 | |
| | | | | | | 29,273,692 | |
| | | | SPECIALTY FINANCE — 4.1% | | | | |
| 3,112,000 | | | Ally Financial, Inc., 4.700%, Perpetual (H15T5Y + 387bps)(a) | | | 2,809,330 | |
| 3,000,000 | | | Capital One Financial Corp., 3.950%, Perpetual(a) | | | 2,830,690 | |
| 3,512,000 | | | Discover Financial Services, 5.500%, Perpetual(a) | | | 3,360,232 | |
| | | | | | | 9,000,252 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | CORPORATE BONDS (Continued) | | | | |
| | | | INDUSTRIALS — 0.9% | | | | |
| | | | MACHINERY — 0.9% | | | | |
| 2,015,000 | | | Stanley Black & Decker, Inc., 4.000%, 03/15/60 (H15T5Y + 266bps)(a) | | $ | 1,974,295 | |
| | | | | | | | |
| | | | UTILITIES — 8.6% | | | | |
| | | | ELECTRIC UTILITIES — 7.4% | | | | |
| 2,377,000 | | | Algonquin Power & Utilities, Corp., 4.750%, 01/18/82(a) | | | 2,227,650 | |
| 1,000,000 | | | American Electric Power Co., Inc., 6.950%, 12/15/54 (H15T5Y + 268bps)(a) | | | 1,049,173 | |
| 4,000,000 | | | American Electric Power Co., Inc., 3.875%, 02/15/62 (H15T5Y + 268bps)(a) | | | 3,793,527 | |
| 1,000,000 | | | CMS Energy Corp., 4.750%, 06/01/50 (H15T5Y + 412bps)(a) | | | 962,575 | |
| 2,100,000 | | | Duke Energy Corp., 3.250%, 01/15/82 (H15T5Y + 232bps)(a) | | | 1,949,762 | |
| 2,500,000 | | | Emera, Inc., 6.750%, 06/15/76(a) | | | 2,512,458 | |
| 2,500,000 | | | NextEra Energy Capital Holdings, Inc., 6.750%, 06/15/54 (H15T5Y + 246bps)(a) | | | 2,624,085 | |
| 1,040,000 | | | Vistra Corp., 8.875%, 12/31/49 (H15T5Y + 505bps)(a) | | | 1,112,675 | |
| | | | | | | 16,231,905 | |
| | | | GAS & WATER UTILITIES — 1.2% | | | | |
| 2,500,000 | | | AltaGas Ltd., 7.200%, 10/15/54 (H15T5Y + 357bps)(a),(b) | | | 2,512,470 | |
| | | | TOTAL CORPORATE BONDS (Cost $67,358,177) | | | 74,025,822 | |
| | | | | | | | |
| | | | MORTGAGE-BACKED SECURITIES — 34.5% | | | | |
| 85,083 | | | Colony Multifamily Mortgage Trust 2014-1, 7.516%, 02/20/29(a),(b) | | | 84,735 | |
| 3,989,829 | | | Fannie Mae Pool, 3.500%, 10/01/51 | | | 3,581,864 | |
| 2,550,005 | | | Fannie Mae Pool, 2.500%, 05/01/52 | | | 2,128,686 | |
| 2,034,004 | | | Fannie Mae Pool, 3.000%, 07/01/52 | | | 1,756,427 | |
| 2,367,240 | | | Fannie Mae Pool, 5.000%, 07/01/52 | | | 2,305,525 | |
| 916,033 | | | Fannie Mae Pool, 6.000%, 10/01/53 | | | 922,436 | |
| 1,514,837 | | | Fannie Mae Pool, 6.000%, 10/01/53 | | | 1,530,882 | |
| 3,661,764 | | | Fannie Mae-Aces, 1.501%, 08/25/28(a) | | | 140,532 | |
| 1,374,561 | | | Fannie Mae-Aces, 0.750%, 09/25/28 | | | 1,279,431 | |
| 2,750,158 | | | Fannie Mae-Aces, 1.373%, 03/26/29(a) | | | 113,171 | |
| 222,726 | | | Fannie Mae-Aces, 1.000%, 11/25/33 | | | 219,639 | |
| 19,238,136 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.108%, 01/25/26(a) | | | 127,512 | |
| 82,374 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.298%, 12/25/26 | | | 80,668 | |
| 39,615,078 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.619%, 01/25/27(a) | | | 986,701 | |
| 30,000,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.609%, 03/25/27(a) | | | 338,922 | |
| 30,893,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.605%, 08/25/27(a) | | | 370,997 | |
| 776,672 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.679%, 12/25/27 | | | 728,679 | |
| 120,740,375 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.261%, 09/25/28(a) | | | 611,429 | |
| 7,690,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.826%, 10/27/28 | | | 415,735 | |
| 25,000,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.979%, 04/27/29(a) | | | 1,014,125 | |
| 7,570,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.914%, 04/25/30(a) | | | 633,802 | |
| 7,249,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.985%, 04/25/30(a) | | | 629,809 | |
| 17,133,663 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.524%, 07/25/30(a) | | | 1,080,158 | |
| 3,332,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 1.703%, 08/25/30(a) | | | 261,197 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Principal Amount ($) | | | | | Fair Value | |
| | | | MORTGAGE-BACKED SECURITIES (Continued) | | | | |
| 3,455,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 2.822%, 10/25/30(a) | | $ | 464,119 | |
| 125,870,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.154%, 05/25/33(a) | | | 587,939 | |
| 23,914,390 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.946%, 07/25/33(a) | | | 940,228 | |
| 1,835,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 3.287%, 04/25/48(a) | | | 267,918 | |
| 2,750,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 2.722%, 01/25/49(a) | | | 345,806 | |
| 1,715,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 2.710%, 02/25/49(a) | | | 221,498 | |
| 1,445,000 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 4.303%, 04/25/49(b) | | | 1,417,041 | |
| 295,058,466 | | | Freddie Mac Multifamily Structured Pass Through Certificates, 0.100%, 11/25/49(b) | | | 402,666 | |
| 4,318,856 | | | Freddie Mac Pool, 4.000%, 05/01/52 | | | 4,003,107 | |
| 1,839,679 | | | Freddie Mac Pool, 4.500%, 02/01/53 | | | 1,749,410 | |
| 3,213,820 | | | Freddie Mac Pool, 5.000%, 06/01/53 | | | 3,131,121 | |
| 2,767,735 | | | Freddie Mac Pool, 5.500%, 06/01/53 | | | 2,760,696 | |
| 3,045,581 | | | Freddie Mac Pool, 5.500%, 08/01/53 | | | 3,038,629 | |
| 3,026,451 | | | Freddie Mac Pool, 6.000%, 11/01/53 | | | 3,065,027 | |
| 1,629,437 | | | Freddie Mac Pool, 6.500%, 12/01/53 | | | 1,676,178 | |
| 1,876,387 | | | Ginnie Mae II Pool, 3.000%, 08/20/52 | | | 1,648,351 | |
| 2,564,334 | | | Ginnie Mae II Pool, 3.000%, 09/20/52 | | | 2,252,698 | |
| 3,485,760 | | | Ginnie Mae II Pool, 3.500%, 02/20/53 | | | 3,167,657 | |
| 3,407,109 | | | Ginnie Mae II Pool, 2.500%, 03/20/53 | | | 2,894,259 | |
| 2,343,219 | | | Government National Mortgage Association, 2.000%, 07/20/52 | | | 1,916,512 | |
| 2,176,660 | | | Government National Mortgage Association, 2.500%, 04/20/53 | | | 1,849,022 | |
| 1,302,649 | | | Government National Mortgage Association, 0.772%, 12/16/56(a) | | | 49,183 | |
| 17,146,443 | | | Government National Mortgage Association, 1.271%, 09/16/60(a) | | | 1,415,866 | |
| 1,194,619 | | | Government National Mortgage Association, 1.067%, 11/16/60(a) | | | 91,305 | |
| 19,486,187 | | | Government National Mortgage Association Series 179 IO, 1.010%, 09/16/62(a) | | | 1,418,405 | |
| 11,370,313 | | | Government National Mortgage Association, 0.975%, 05/16/63(a) | | | 774,558 | |
| 7,117,375 | | | Government National Mortgage Association, 0.986%, 05/16/63(a) | | | 503,666 | |
| 15,902,435 | | | Government National Mortgage Association, 0.992%, 05/16/63(a) | | | 1,157,850 | |
| 1,500,000 | | | Independence Plaza Trust 2018-INDP, 4.158%, 07/12/35(b) | | | 1,452,460 | |
| 2,446,188 | | | UMBS Fannie Mae Pool, 5.000%, 03/01/53 | | | 2,389,698 | |
| 3,804,925 | | | UMBS Fannie Mae Pool, 4.500%, 07/01/53 | | | 3,617,975 | |
| 3,004,468 | | | UMBS Freddie Mac Pool, 5.500%, 05/01/54 | | | 2,988,396 | |
| | | | TOTAL MORTGAGE-BACKED SECURITIES (Cost $75,155,477) | | | 75,002,306 | |
| | | | | | | | |
| | | | U.S. GOVERNMENT & AGENCIES — 4.7% | | | | |
| | | | U.S. TREASURY INFLATION PROTECTED — 3.5% | | | | |
| 3,605,000 | | | United States Treasury Inflation Indexed Bonds, 2.125%, 04/15/29 | | | 3,708,951 | |
| 3,720,000 | | | United States Treasury Inflation Indexed Bonds, 1.750%, 01/15/34 | | | 3,738,913 | |
| | | | | | | 7,447,864 | |
| | | | U.S. TREASURY NOTES — 1.2% | | | | |
| 2,665,000 | | | United States Treasury Note/Bond, 4.875%, 05/31/26 | | | 2,691,494 | |
| | | | TOTAL U.S. GOVERNMENT & AGENCIES (Cost $10,027,367) | | | 10,139,358 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2024
Shares | | | Description | | Contracts | | | Expiration Date | | | Exercise Price | | | Notional Value | | | Fair Value | |
| | | | PURCHASED CALL OPTIONS — 0.3% | | | | | | | | | | | | | |
| | | | E-mini S&P 500 Index | | 800 | | | 12/20/2024 | | | $ | 6,100 | | | $ | 229,540,000 | | | | 620,000 | |
| | | | TOTAL PURCHASED CALL OPTIONS (Cost $1,445,000) | | | | | | | | | | 620,000 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 3.7% | | | | | | | | | | | | | |
| 8,144,084 | | | First American Treasury Obligations Fund, Class X, 4.91%(c) | | | | | | | | | | | $ | 7,944,084 | |
| | | | TOTAL SHORT-TERM INVESTMENTS (Cost $7,944,084) | | | | | | | | | | | | 7,944,084 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | TOTAL INVESTMENTS — 98.8% (Cost $207,630,184) | | | | | | | | | | | $ | 214,525,513 | |
| | | | Other Assets in Excess of Liabilities — 1.2%(d) | | | | | | | | | | | | 2,802,172 | |
| | | | NET ASSETS — 100.0% | | | | | | | | | | | $ | 217,327,685 | |
| (a) | Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of October 31, 2024. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread. |
| (b) | Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of October 31, 2024 the total market value of 144A securities is $24,737,438 or 11.4% of net assets. |
| (c) | Rate disclosed is the seven day effective yield as of October 31, 2024. |
| (d) | Includes cash held as margin for derivative contracts. |
REIT - Real Estate Investment Trust
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF FUTURES CONTRACTS
October 31, 2024
Long Contracts | | Contracts | | | Expiration Date | | | Notional Amount | | | Value and Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Future | | 146 | | | 12/20/2024 | | | $ | 16,128,438 | | | $ | (497,144 | ) |
2-Year U.S. Treasury Note Future | | 86 | | | 12/31/2024 | | | | 17,711,297 | | | | (147,807 | ) |
5-Year U.S. Treasury Note Future | | 582 | | | 12/31/2024 | | | | 62,410,406 | | | | (1,358,958 | ) |
Japanese Yen Future | | 42 | | | 12/17/2024 | | | | 3,471,825 | | | | (290,026 | ) |
| | | | | | | | | | | | | (2,293,935 | ) |
Short Contracts | | | | | | | | | | | | | | |
CME Ultra Long Term U.S. Treasury Bond Future | | (29) | | | 12/20/2024 | | | $ | (3,643,125 | ) | | $ | 139,907 | |
E-Mini S&P 500 Future | | (130) | | | 12/23/2024 | | | | (37,300,250 | ) | | | 986,898 | |
Euro FX Future | | (14) | | | 12/17/2024 | | | | (1,905,750 | ) | | | 21,000 | |
Ultra 10-Year U.S. Treasury Note Future | | (66) | | | 12/20/2024 | | | | (7,507,500 | ) | | | 321,782 | |
US Treasury Long Bond Future | | (197) | | | 12/20/2024 | | | | (23,239,844 | ) | | | 1,118,375 | |
| | | | | | | | | | | | | 2,587,962 | |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
SCHEDULE OF CREDIT DEFAULT SWAP AGREEMENTS
October 31, 2024
CENTRALLY CLEARED CREDIT DEFAULT SWAP AGREEMENTS
Description | | Fixed Deal (Pay) Rate | | | Maturity Date | | | Notional Value | | | Fair Value | | | Amortized Upfront Payments Paid/ (Received) | | | Unrealized Appreciation (Depreciation) | |
CDX.NA.IG SERIES 43* | | 1.00% | | | 12/20/2029 | | | $ | 100,000,000 | | | | (2,133,275 | ) | | | (2,198,321 | ) | | $ | 65,046 | |
| | | | | | | | | | | | | | | | | | | | $ | 65,046 | |
See accompanying Notes to Financial Statements.
STATEMENTS OF ASSETS AND LIABILITIES
As of October 31, 2024
| | North Square Advisory Research Small Cap Value Fund | | | North Square Altrinsic International Equity Fund | | | North Square McKee Bond Fund | | | North Square Strategic Income Fund | |
Assets | | | | | | | | | | | | | | | | |
Investments, at cost | | $ | 21,410,925 | | | $ | 115,263,745 | | | $ | 160,016,241 | | | $ | 207,630,184 | |
Investments, at value | | $ | 25,508,131 | | | $ | 123,584,380 | | | $ | 156,006,808 | | | $ | 214,525,513 | |
Cash at Broker for futures contracts | | | — | | | | — | | | | — | | | | 962,370 | |
Cash at Broker for swap contracts | | | — | | | | — | | | | — | | | | 3,587,251 | |
Unrealized appreciation from swap contracts | | | — | | | | — | | | | — | | | | 65,046 | |
Receivable for fund shares sold | | | — | | | | 296 | | | | 2,512 | | | | 147,774 | |
Receivable for investments sold | | | — | | | | — | | | | 91,283 | | | | — | |
Dividends and interest receivable | | | 2,840 | | | | 278,941 | | | | 1,052,366 | | | | 1,693,325 | |
Receivable for net variation margin on futures contracts | | | — | | | | — | | | | — | | | | 669,959 | |
Tax reclaims receivable | | | — | | | | 272,198 | | | | — | | | | 1,099 | |
Receivable from Adviser | | | — | | | | — | | | | 649 | | | | — | |
Receivable for interest sold | | | — | | | | — | | | | 254 | | | | — | |
Prepaid expenses | | | 15,385 | | | | 10,228 | | | | 20,161 | | | | 15,562 | |
Total Assets | | | 25,526,356 | | | | 124,146,043 | | | | 157,174,033 | | | | 221,667,899 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Bank overdraft | | | — | | | | 2,814 | | | | 29,408 | | | | — | |
Premiums received from swaps | | | — | | | | — | | | | — | | | | 2,198,321 | |
Swap interest payable | | | — | | | | — | | | | — | | | | 116,667 | |
Payable for fund shares redeemed | | | 1 | | | | 4,820 | | | | — | | | | 148,999 | |
Payable for investments purchased | | | — | | | | — | | | | 831,310 | | | | 1,652,370 | |
Due to Adviser (Note 4) | | | 9,804 | | | | 68,515 | | | | — | | | | 103,643 | |
Distribution fees (Note 8) | | | — | | | | — | | | | — | | | | 640 | |
Shareholder servicing fees (Note 7) | | | 686 | | | | 7,190 | | | | — | | | | 22,839 | |
Fund administration fees | | | 5,816 | | | | 18,353 | | | | 16,951 | | | | 26,985 | |
Due to Trustees | | | — | | | | 396 | | | | 93 | | | | 426 | |
Other accrued expenses | | | 11,129 | | | | 53,424 | | | | 53,547 | | | | 69,324 | |
Total Liabilities | | | 27,436 | | | | 155,512 | | | | 931,309 | | | | 4,340,214 | |
| | | | | | | | | | | | | | | | |
Net Assets | | $ | 25,498,920 | | | $ | 123,990,531 | | | $ | 156,242,724 | | | $ | 217,327,685 | |
| | | | | | | | | | | | | | | | |
Net Assets consist of: | | | | | | | | | | | | | | | | |
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | | $ | 21,183,949 | | | $ | 109,830,226 | | | $ | 172,179,019 | | | $ | 213,366,016 | |
Accumulated earnings (deficits) | | | 4,314,971 | | | | 14,160,305 | | | | (15,936,295 | ) | | | 3,961,669 | |
Net Assets | | $ | 25,498,920 | | | $ | 123,990,531 | | | $ | 156,242,724 | | | $ | 217,327,685 | |
| | | | | | | | | | | | | | | | |
Class A:(a) | | | | | | | | | | | | | | | | |
Net assets applicable to shares outstanding | | | | | | | | | | | | | | $ | 3,142,850 | |
Shares of beneficial interest issued and outstanding | | | | | | | | | | | | | | | 335,779 | |
Net asset value, redemption and offering price per share | | | | | | | | | | | | | | $ | 9.36 | |
Maximum offering price to public | | | | | | | | | | | | | | $ | 9.72 | |
| | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | |
Net assets applicable to shares outstanding | | $ | 25,498,920 | | | $ | 123,990,531 | | | $ | 2,772,712 | | | $ | 214,184,835 | |
Shares of beneficial interest issued and outstanding | | | 1,979,999 | | | | 10,773,328 | | | | 317,073 | | | | 22,879,391 | |
Net asset value, redemption and offering price per share | | $ | 12.88 | | | $ | 11.51 | | | $ | 8.74 | | | $ | 9.36 | |
| | | | | | | | | | | | | | | | |
Class R6: | | | | | | | | | | | | | | | | |
Net assets applicable to shares outstanding | | | | | | | | | | $ | 153,470,012 | | | | | |
Shares of beneficial interest issued and outstanding | | | | | | | | | | | 17,427,432 | | | | | |
Net asset value, redemption and offering price per share | | | | | | | | | | $ | 8.81 | | | | | |
| (a) | A sales charge of 3.75% will be imposed on investments less than $1,000,000. A contingent deferred sales charge of 1.00% on investments over $1,000,000 will be imposed on certain such redemptions of shares within 12 months of the date of purchase. |
See accompanying Notes to Financial Statements.
STATEMENTS OF OPERATIONS
For the Year Ended October 31, 2024
| | North Square Advisory Research Small Cap Value Fund | | | North Square Altrinsic International Equity Fund | | | North Square McKee Bond Fund | | | North Square Strategic Income Fund | |
Investment Income | | | | | | | | | | | | | | | | |
Dividend income | | $ | 231,783 | | | $ | 3,557,655 | | | $ | 106,456 | | | $ | 784,153 | |
Interest income | | | 20,910 | | | | 251,842 | | | | 5,214,632 | | | | 8,183,643 | |
Foreign dividend taxes withheld | | | — | | | | (358,926 | ) | | | — | | | | (4,851 | ) |
Total investment income | | | 252,693 | | | | 3,450,571 | | | | 5,321,088 | | | | 8,962,945 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Adviser fees (Note 4) | | | 164,016 | | | | 967,589 | | | | 288,633 | | | | 1,194,659 | |
Registration fees | | | 30,853 | | | | 42,817 | | | | 78,230 | | | | 70,238 | |
Fund administration fees | | | 18,906 | | | | 87,661 | | | | 84,671 | | | | 121,275 | |
Custody fees | | | 9,680 | | | | 48,752 | | | | 21,340 | | | | 24,945 | |
Fund accounting fees | | | 7,499 | | | | 7,501 | | | | 8,500 | | | | 16,499 | |
Legal fees | | | 5,293 | | | | 25,832 | | | | 24,083 | | | | 36,376 | |
Audit fees | | | 4,590 | | | | 24,479 | | | | 23,694 | | | | 32,576 | |
Trustees’ fees and expenses | | | 3,599 | | | | 18,660 | | | | 18,652 | | | | 25,391 | |
Shareholder reporting fees | | | 2,578 | | | | 9,675 | | | | 8,897 | | | | 20,680 | |
Shareholder servicing fees - Class I (Note 7) | | | 2,343 | | | | 72,567 | | | | 142 | | | | 118,086 | |
Chief compliance officer fees (Note 4) | | | 1,570 | | | | 8,218 | | | | 7,713 | | | | 11,199 | |
Transfer agent fees and expenses | | | 958 | | | | 2,208 | | | | 1,147 | | | | 1,674 | |
Pricing | | | 917 | | | | 13,808 | | | | 77,101 | | | | 24,871 | |
Insurance | | | 812 | | | | 4,866 | | | | 4,009 | | | | 7,202 | |
Shareholder servicing fees - Class A (Note 7) | | | 20 | | | | 161 | | | | — | | | | 2,961 | |
Distribution fees - Class A (Note 8) | | | — | | | | — | | | | — | | | | 4,935 | |
Interest expense | | | — | | | | 615 | | | | 1,892 | | | | 484 | |
Other expenses | | | 13,064 | | | | 28,352 | | | | 29,832 | | | | 39,688 | |
Total expenses | | | 266,698 | | | | 1,363,761 | | | | 678,536 | | | | 1,753,739 | |
Fees contractually waived by Adviser | | | (46,346 | ) | | | (189,973 | ) | | | (337,296 | ) | | | (212,414 | ) |
Net operating expenses | | | 220,352 | | | | 1,173,788 | | | | 341,240 | | | | 1,541,325 | |
Net investment income | | | 32,341 | | | | 2,276,783 | | | | 4,979,848 | | | | 7,421,620 | |
| | | | | | | | | | | | | | | | |
Net Realized and Change in Unrealized Gain (Loss) on Investments | | | | | | | | | | | | | | | | |
Net realized gain (loss) on: | | | | | | | | | | | | | | | | |
Investments | | | 1,922,555 | | | | 4,676,248 | | | | (1,382,432 | ) | | | 6,517,191 | |
Written options | | | — | | | | — | | | | — | | | | (577,686 | ) |
Purchased options | | | — | | | | — | | | | — | | | | 10,202,663 | |
Futures contracts | | | — | | | | — | | | | — | | | | (8,159,612 | ) |
Swaps contracts | | | — | | | | — | | | | — | | | | (368,334 | ) |
Foreign currency | | | — | | | | (23,708 | ) | | | — | | | | 1,121 | |
Net realized gain (loss) | | | 1,922,555 | | | | 4,652,540 | | | | (1,382,432 | ) | | | 7,615,343 | |
Net change in unrealized appreciation (depreciation) on: | | | | | | | | | | | | | | | | |
Investments | | | 5,065,744 | | | | 11,773,770 | | | | 8,778,797 | | | | 12,602,879 | |
Purchased options | | | — | | | | — | | | | — | | | | (905,000 | ) |
Futures contracts | | | — | | | | — | | | | — | | | | 669,249 | |
Swap contracts | | | — | | | | — | | | | — | | | | 65,046 | |
Foreign currency | | | — | | | | 3,637 | | | | — | | | | — | |
Net change in unrealized appreciation | | | 5,065,744 | | | | 11,777,407 | | | | 8,778,797 | | | | 12,432,174 | |
Net realized and change in unrealized gain on investments and foreign currency | | | 6,988,299 | | | | 16,429,947 | | | | 7,396,365 | | | | 20,047,517 | |
Net increase in net assets resulting from operations | | $ | 7,020,640 | | | $ | 18,706,730 | | | $ | 12,376,213 | | | $ | 27,469,137 | |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS
| | North Square Advisory Research Small Cap Value Fund | | | North Square Altrinsic International Equity Fund | |
| | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | | | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | |
Increase (Decrease) in Net Assets due to: | | | | | | | | | | | | | | | | |
Operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 32,341 | | | $ | 177,062 | | | $ | 2,276,783 | | | $ | 1,778,998 | |
Net realized gain (loss) on investments and foreign currency transactions | | | 1,922,555 | | | | (1,503,431 | ) | | | 4,652,540 | | | | 673,072 | |
Net change in unrealized appreciation on investments and foreign currency translations | | | 5,065,744 | | | | 740,959 | | | | 11,777,407 | | | | 6,609,838 | |
Net increase (decrease) in net assets resulting from operations | | | 7,020,640 | | | | (585,410 | ) | | | 18,706,730 | | | | 9,061,908 | |
| | | | | | | | | | | | | | | | |
Distributions to Shareholders | | | | | | | | | | | | | | | | |
Class I | | | (176,974 | ) | | | (1,298,708 | ) | | | (1,865,124 | ) | | | (1,012,568 | ) |
Total distributions | | | (176,974 | ) | | | (1,298,708 | ) | | | (1,865,124 | ) | | | (1,012,568 | ) |
| | | | | | | | | | | | | | | | |
Capital Transactions - Class I | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 3,631,975 | | | | 113,053 | | | | 6,663,191 | | | | 40,742,334 | |
Reinvestment of distributions | | | 176,974 | | | | 1,298,708 | | | | 1,865,124 | | | | 920,902 | |
Amount paid for shares redeemed | | | (2,239,433 | ) | | | (3,308,516 | ) | | | (9,354,057 | ) | | | (2,306,091 | ) |
Total Class I | | | 1,569,516 | | | | (1,896,755 | ) | | | (825,742 | ) | | | 39,357,145 | |
Net increase (decrease) in net assets resulting from capital transactions | | | 1,569,516 | | | | (1,896,755 | ) | | | (825,742 | ) | | | 39,357,145 | |
Total Increase (Decrease) in Net Assets | | | 8,413,182 | | | | (3,780,873 | ) | | | 16,015,864 | | | | 47,406,485 | |
| | | | | | | | | | | | | | | | |
Net Assets | | | | | | | | | | | | | | | | |
Beginning of year | | | 17,085,738 | | | | 20,866,611 | | | | 107,974,667 | | | | 60,568,182 | |
End of year | | $ | 25,498,920 | | | $ | 17,085,738 | | | $ | 123,990,531 | | | $ | 107,974,667 | |
| | | | | | | | | | | | | | | | |
Share Transactions - Class I | | | | | | | | | | | | | | | | |
Shares sold | | | 311,821 | | | | 11,482 | | | | 599,622 | | | | 4,030,452 | |
Shares issued in reinvestment of distributions | | | 15,456 | | | | 138,526 | | | | 174,148 | | | | 96,103 | |
Shares redeemed | | | (183,853 | ) | | | (336,751 | ) | | | (851,555 | ) | | | (222,848 | ) |
Total Class I | | | 143,424 | | | | (186,743 | ) | | | (77,785 | ) | | | 3,903,707 | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in shares outstanding | | | 143,424 | | | | (186,743 | ) | | | (77,785 | ) | | | 3,903,707 | |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square McKee Bond Fund | | | North Square Strategic Income Fund | |
| | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | | | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | |
Increase (Decrease) in Net Assets due to: | | | | | | | | | | | | | | | | |
Operations | | | | | | | | | | | | | | | | |
Net investment income | | $ | 4,979,848 | | | $ | 3,495,243 | | | $ | 7,421,620 | | | $ | 6,661,239 | |
Net realized gain (loss) on investments | | | (1,382,432 | ) | | | (5,045,601 | ) | | | 7,615,343 | | | | (10,180,960 | ) |
Net change in unrealized appreciation on investments | | | 8,778,797 | | | | 1,712,146 | | | | 12,432,174 | | | | 1,504,489 | |
Net increase (decrease) in net assets resulting from operations | | | 12,376,213 | | | | 161,788 | | | | 27,469,137 | | | | (2,015,232 | ) |
| | | | | | | | | | | | | | | | |
Distributions to Shareholders | | | | | | | | | | | | | | | | |
From earnings: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | (73,773 | ) | | | (4,100 | ) |
Class I | | | (61,815 | ) | | | (49,830 | ) | | | (6,942,883 | ) | | | (5,222,210 | ) |
Class R6 | | | (4,982,563 | ) | | | (3,508,324 | ) | | | | | | | | |
From return of capital: | | | | | | | | | | | | | | | | |
Class A | | | — | | | | — | | | | — | | | | (1,661 | ) |
Class I | | | — | | | | — | | | | — | | | | (1,446,226 | ) |
Total distributions | | | (5,044,378 | ) | | | (3,558,154 | ) | | | (7,016,656 | ) | | | (6,674,197 | ) |
| | | | | | | | | | | | | | | | |
Capital Transactions - Class A(a) | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | | | | | | | | | 2,596,881 | | | | 425,520 | |
Reinvestment of distributions | | | | | | | | | | | 72,664 | | | | 5,761 | |
Amount paid for shares redeemed | | | | | | | | | | | (101,805 | ) | | | (4,498 | ) |
Total Class A | | | | | | | | | | | 2,567,740 | | | | 426,783 | |
| | | | | | | | | | | | | | | | |
Capital Transactions - Class I | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 2,764,829 | | | | 5,735,885 | | | | 90,230,819 | | | | 101,927,590 | |
Reinvestment of distributions | | | 61,816 | | | | 49,934 | | | | 6,815,581 | | | | 6,548,802 | |
Amount paid for shares redeemed | | | (319,394 | ) | | | (5,429,301 | ) | | | (45,564,830 | ) | | | (71,013,141 | ) |
Total Class I | | | 2,507,251 | | | | 356,518 | | | | 51,481,570 | | | | 37,463,251 | |
| | | | | | | | | | | | | | | | |
Capital Transactions - Class R6 | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 65,448,468 | | | | 8,876,820 | | | | | | | | | |
Reinvestment of distributions | | | 4,333,394 | | | | 3,077,688 | | | | | | | | | |
Amount paid for shares redeemed | | | (23,359,887 | ) | | | (16,531,761 | ) | | | | | | | | |
Total Class R6 | | | 46,421,975 | | | | (4,577,253 | ) | | | | | | | | |
Net increase (decrease) in net assets resulting from capital transactions | | | 48,929,226 | | | | (4,220,735 | ) | | | 54,049,310 | | | | 37,890,034 | |
Total Increase (Decrease) in Net Assets | | | 56,261,061 | | | | (7,617,101 | ) | | | 74,501,791 | | | | 29,200,605 | |
| | | | | | | | | | | | | | | | |
Net Assets | | | | | | | | | | | | | | | | |
Beginning of year | | | 99,981,663 | | | | 107,598,764 | | | | 142,825,894 | | | | 113,625,289 | |
End of year | | $ | 156,242,724 | | | $ | 99,981,663 | | | $ | 217,327,685 | | | $ | 142,825,894 | |
See accompanying Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS – Continued
| | North Square McKee Bond Fund | | | North Square Strategic Income Fund | |
| | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | | | For the Year Ended October 31, 2024 | | | For the Year Ended October 31, 2023 | |
Share Transactions - Class A(a) | | | | | | | | | | | | | | | | |
Shares sold | | | | | | | | | | | 289,215 | | | | 49,259 | |
Shares issued in reinvestment of distributions | | | | | | | | | | | 7,960 | | | | 680 | |
Shares redeemed | | | | | | | | | | | (10,815 | ) | | | (520 | ) |
Total Class A | | | | | | | | | | | 286,360 | | | | 49,419 | |
| | | | | | | | | | | | | | | | |
Share Transactions - Class I | | | | | | | | | | | | | | | | |
Shares sold | | | 315,451 | | | | 653,356 | | | | 9,889,992 | | | | 11,563,128 | |
Shares issued in reinvestment of distributions | | | 7,054 | | | | 5,716 | | | | 752,420 | | | | 756,054 | |
Shares redeemed | | | (37,100 | ) | | | (633,096 | ) | | | (5,096,043 | ) | | | (8,195,001 | ) |
Total Class I | | | 285,405 | | | | 25,976 | | | | 5,546,369 | | | | 4,124,181 | |
| | | | | | | | | | | | | | | | |
Share Transactions - Class R6 | | | | | | | | | | | | | | | | |
Shares sold | | | 7,469,975 | | | | 1,025,551 | | | | | | | | | |
Shares issued in reinvestment of distributions | | | 493,049 | | | | 355,603 | | | | | | | | | |
Shares redeemed | | | (2,676,162 | ) | | | (1,889,456 | ) | | | | | | | | |
Total Class R6 | | | 5,286,862 | | | | (508,302 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in shares outstanding | | | 5,572,267 | | | | (482,326 | ) | | | 5,832,729 | | | | 4,173,600 | |
| (a) | For the period February 28, 2023 (commencement of operations) to October 31, 2023. |
See accompanying Notes to Financial Statements.
North Square Advisory Research Small Cap Value Fund
FINANCIAL HIGHLIGHTS
Class I
(For a share outstanding during each year)
| | For the Years Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
Selected Per Share Data: | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 9.30 | | | $ | 10.31 | | | $ | 12.21 | | | $ | 9.33 | | | $ | 11.63 | |
| | | | | | | | | | | | | | | | | | | | |
Investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income(a) | | | 0.02 | | | | 0.09 | | | | — | (b) | | | 0.04 | | | | 0.08 | |
Net realized and unrealized gain (loss) | | | 3.66 | | | | (0.45 | ) | | | (1.02 | ) | | | 3.95 | | | | (1.11 | ) |
Total from investment operations | | | 3.68 | | | | (0.36 | ) | | | (1.02 | ) | | | 3.99 | | | | (1.03 | ) |
| | | | | | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.10 | ) | | | (0.01 | ) | | | (0.03 | ) | | | (0.10 | ) | | | (0.07 | ) |
From net realized gains | | | — | | | | (0.64 | ) | | | (0.85 | ) | | | (1.01 | ) | | | (1.20 | ) |
Total distributions | | | (0.10 | ) | | | (0.65 | ) | | | (0.88 | ) | | | (1.11 | ) | | | (1.27 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.88 | | | $ | 9.30 | | | $ | 10.31 | | | $ | 12.21 | | | $ | 9.33 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return(c) | | | 39.67 | % | | | (3.51 | )% | | | (9.05 | )% | | | 46.09 | % | | | (10.63 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in thousands) | | $ | 25,499 | | | $ | 17,086 | | | $ | 20,867 | | | $ | 10,111 | | | $ | 4,378 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 1.14 | % | | | 1.25 | % | | | 1.24 | % | | | 1.63 | % | | | 1.97 | % |
After fees waived | | | 0.94 | % | | | 0.94 | % | | | 0.94 | % | | | 0.95 | % | | | 0.97 | %(d) |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | (0.06 | )% | | | 0.60 | % | | | (0.29 | )% | | | (0.34 | )% | | | (0.21 | )% |
After fees waived | | | 0.14 | % | | | 0.90 | % | | | 0.01 | % | | | 0.34 | % | | | 0.79 | % |
Portfolio turnover rate | | | 52 | % | | | 45 | % | | | 107 | % | | | 45 | % | | | 49 | % |
| (a) | Based on average shares outstanding for the period. |
| (b) | Rounds to less than $0.005 per share. |
| (c) | 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. |
| (d) | The annual net expense ratio changed from 1.00% to 0.95% of net assets as of the close of business on February 21, 2020. |
See accompanying Notes to Financial Statements.
North Square Altrinsic International Equity Fund
FINANCIAL HIGHLIGHTS
Class I
(For a share outstanding during each period)
| | For the Years Ended October 31, | | | For the Period Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021(a) | |
Selected Per Share Data: | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.95 | | | $ | 8.72 | | | $ | 10.88 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | |
Investment operations: | | | | | | | | | | | | | | | | |
Net investment income(b) | | | 0.21 | | | | 0.19 | | | | 0.16 | | | | 0.13 | |
Net realized and unrealized gain (loss) | | | 1.52 | | | | 1.18 | | | | (2.12 | ) | | | 0.76 | |
Total from investment operations | | | 1.73 | | | | 1.37 | | | | (1.96 | ) | | | 0.89 | |
| | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.17 | ) | | | (0.14 | ) | | | (0.09 | ) | | | (0.01 | ) |
From net realized gains | | | — | | | | — | | | | (0.11 | ) | | | — | |
Total distributions | | | (0.17 | ) | | | (0.14 | ) | | | (0.20 | ) | | | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 11.51 | | | $ | 9.95 | | | $ | 8.72 | | | $ | 10.88 | |
| | | | | | | | | | | | | | | | |
Total Return(c) | | | 17.53 | % | | | 15.83 | % | | | (18.30 | )% | | | 8.88 | %(d) |
| | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 123,991 | | | $ | 107,975 | | | $ | 60,568 | | | $ | 44,733 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 1.13 | % | | | 1.17 | % | | | 1.29 | % | | | 1.43 | %(e) |
After fees waived | | | 0.97 | % | | | 0.97 | % | | | 0.97 | % | | | 0.97 | %(e) |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 1.73 | % | | | 1.70 | % | | | 1.37 | % | | | 0.92 | %(e) |
After fees waived | | | 1.88 | % | | | 1.90 | % | | | 1.69 | % | | | 1.38 | %(e) |
Portfolio turnover rate | | | 25 | % | | | 27 | % | | | 23 | % | | | 22 | %(d) |
| (a) | For the period December 4, 2020 (commencement of operations) to October 31, 2021. |
| (b) | Based on average shares outstanding for the period. |
| (c) | 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. |
| (d) | Not annualized. |
| (e) | Annualized. |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
FINANCIAL HIGHLIGHTS
Class I
(For a share outstanding during each period)
| | For the Years Ended October 31, | | | For the Period Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021(a) | |
Selected Per Share Data: | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 8.18 | | | $ | 8.48 | | | $ | 9.84 | | | $ | 9.89 | |
| | | | | | | | | | | | | | | | |
Investment operations: | | | | | | | | | | | | | | | | |
Net investment income(b) | | | 0.35 | | | | 0.25 | | | | 0.14 | | | | 0.01 | |
Net realized and unrealized gain (loss) | | | 0.57 | | | | (0.26 | ) | | | (1.34 | ) | | | (0.02 | ) |
Total from investment operations | | | 0.92 | | | | (0.01 | ) | | | (1.20 | ) | | | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.36 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.04 | ) |
Total distributions | | | (0.36 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.04 | ) |
| | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 8.74 | | | $ | 8.18 | | | $ | 8.48 | | | $ | 9.84 | |
| | | | | | | | | | | | | | | | |
Total Return(c) | | | 11.37 | % | | | (0.19 | )% | | | (12.33 | )% | | | (0.12 | )%(d) |
| | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 2,773 | | | $ | 259 | | | $ | 48 | | | $ | 10 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 0.58 | % | | | 0.58 | % | | | 0.77 | % | | | 0.64 | %(e) |
After fees waived | | | 0.47 | % | | | 0.47 | % | | | 0.47 | % | | | 0.47 | %(e) |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 3.86 | % | | | 2.78 | % | | | 1.28 | % | | | 0.13 | %(e) |
After fees waived | | | 3.98 | % | | | 2.90 | % | | | 1.58 | % | | | 0.30 | %(e) |
Portfolio turnover rate | | | 171 | %(f) | | | 104 | % | | | 129 | % | | | 321 | %(d)(f) |
| (a) | For the period May 19, 2021 (commencement of operations) to October 31, 2021. |
| (b) | Based on average shares outstanding for the period. |
| (c) | 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. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Securities purchased in-kind were excluded from the computation of the ratio. |
See accompanying Notes to Financial Statements.
North Square McKee Bond Fund
FINANCIAL HIGHLIGHTS
Class R6
(For a share outstanding during each period)
| | For the Years Ended October 31, | | | For the Period Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021(a) | |
Selected Per Share Data: | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 8.21 | | | $ | 8.50 | | | $ | 9.84 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | |
Investment operations: | | | | | | | | | | | | | | | | |
Net investment income(b) | | | 0.36 | | | | 0.29 | | | | 0.13 | | | | 0.03 | |
Net realized and unrealized gain (loss) | | | 0.60 | | | | (0.29 | ) | | | (1.31 | ) | | | (0.13 | ) |
Total from investment operations | | | 0.96 | | | | — | | | | (1.18 | ) | | | (0.10 | ) |
| | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.36 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.06 | ) |
Total distributions | | | (0.36 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.06 | ) |
| | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 8.81 | | | $ | 8.21 | | | $ | 8.50 | | | $ | 9.84 | |
| | | | | | | | | | | | | | | | |
Total Return(c) | | | 11.83 | % | | | (0.07 | )% | | | (12.14 | )% | | | 0.91 | %(d) |
| | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 153,470 | | | $ | 99,723 | | | $ | 107,550 | | | $ | 139,281 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 0.56 | % | | | 0.56 | % | | | 0.58 | % | | | 0.73 | %(e) |
After fees waived | | | 0.28 | % | | | 0.28 | % | | | 0.28 | % | | | 0.28 | %(e) |
Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | |
Before fees waived | | | 3.85 | % | | | 3.03 | % | | | 1.08 | % | | | (0.04 | )%(e) |
After fees waived | | | 4.14 | % | | | 3.31 | % | | | 1.38 | % | | | 0.41 | %(e) |
Portfolio turnover rate | | | 171 | %(f) | | | 104 | % | | | 129 | % | | | 321 | %(d)(f) |
| (a) | For the period December 28, 2020 (commencement of operations) to October 31, 2021. |
| (b) | Based on average shares outstanding for the period. |
| (c) | 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. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Securities purchased in-kind were excluded from the computation of the ratio. |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
FINANCIAL HIGHLIGHTS
Class A
(For a share outstanding during each period)
| | For the Year Ended October 31, | | | For the Period Ended October 31, | |
| | 2024 | | | 2023(a) | |
Selected Per Share Data: | | | | | | | | |
Net asset value, beginning of period | | $ | 8.21 | | | $ | 8.85 | |
| | | | | | | | |
Investment operations: | | | | | | | | |
Net investment income(b) | | | 0.36 | | | | 0.25 | |
Net realized and unrealized gain (loss) | | | 1.13 | | | | (0.64 | ) |
Total from investment operations | | | 1.49 | | | | (0.39 | ) |
| | | | | | | | |
Less distributions: | | | | | | | | |
Net investment income | | | (0.34 | ) | | | (0.17 | ) |
Return of capital | | | — | | | | (0.08 | ) |
Total distributions | | | (0.34 | ) | | | (0.25 | ) |
| | | | | | | | |
Net asset value, end of period | | $ | 9.36 | | | $ | 8.21 | |
| | | | | | | | |
Total Return(c) | | | 18.42 | % | | | (4.48 | )%(d) |
| | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 3,143 | | | $ | 406 | |
Ratio of expenses to average net assets: | | | | | | | | |
Before fees waived | | | 1.35 | % | | | 1.30 | %(e) |
After fees waived | | | 1.15 | % | | | 1.15 | %(e) |
Ratio of net investment income to average net assets: | | | | | | | | |
Before fees waived | | | 3.75 | % | | | 4.28 | %(e) |
After fees waived | | | 3.96 | % | | | 4.41 | %(e) |
Portfolio turnover rate | | | 115 | % | | | 152 | %(d) |
| (a) | For the period February 28, 2023 (commencement of operations) to October 31, 2023. |
| (b) | Based on average shares outstanding for the period. |
| (c) | 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. |
| (d) | Not annualized. |
| (e) | Annualized. |
See accompanying Notes to Financial Statements.
North Square Strategic Income Fund
FINANCIAL HIGHLIGHTS
Class I
(For a share outstanding during each year)
| | For the Years Ended October 31, | |
| | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
Selected Per Share Data: | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 8.22 | | | $ | 8.60 | | | $ | 10.09 | | | $ | 9.99 | | | $ | 9.53 | |
| | | | | | | | | | | | | | | | | | | | |
Investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income(a) | | | 0.39 | | | | 0.38 | | | | 0.27 | | | | 0.24 | | | | 0.23 | |
Net realized and unrealized gain (loss) | | | 1.12 | | | | (0.39 | ) | | | (1.26 | ) | | | 0.60 | | | | 0.48 | |
Total from investment operations | | | 1.51 | | | | (0.01 | ) | | | (0.99 | ) | | | 0.84 | | | | 0.71 | |
| | | | | | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.37 | ) | | | (0.29 | ) | | | (0.26 | ) | | | (0.28 | ) | | | (0.25 | ) |
From net realized gains | | | — | | | | — | | | | (0.24 | ) | | | (0.46 | ) | | | — | |
Return of capital | | | — | | | | (0.08 | ) | | | — | | | | — | | | | — | |
Total distributions | | | (0.37 | ) | | | (0.37 | ) | | | (0.50 | ) | | | (0.74 | ) | | | (0.25 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 9.36 | | | $ | 8.22 | | | $ | 8.60 | | | $ | 10.09 | | | $ | 9.99 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return(b) | | | 18.64 | % | | | (0.27 | )% | | | (10.17 | )% | | | 8.63 | % | | | 7.56 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in thousands) | | $ | 214,185 | | | $ | 142,420 | | | $ | 113,625 | | | $ | 79,460 | | | $ | 74,287 | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 1.02 | % | | | 1.05 | % | | | 1.14 | % | | | 1.28 | % | | | 1.48 | % |
After fees waived | | | 0.90 | % | | | 0.90 | % | | | 0.90 | % | | | 0.90 | % | | | 0.90 | % |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 4.22 | % | | | 4.17 | % | | | 2.63 | % | | | 2.06 | % | | | 1.75 | % |
After fees waived | | | 4.35 | % | | | 4.32 | % | | | 2.87 | % | | | 2.44 | % | | | 2.33 | % |
Portfolio turnover rate | | | 115 | % | | | 152 | % | | | 163 | % | | | 77 | % | | | 145 | % |
| (a) | Based on average shares outstanding for the period. |
| (b) | 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. |
See accompanying Notes to Financial Statements.
North Square Funds
NOTES TO FINANCIAL STATEMENTS
October 31, 2024
Note 1 – Organization
The North Square Advisory Research Small Cap Value Fund (“Small Cap Value” or “Small Cap Value Fund”), North Square Altrinsic International Equity Fund (“International Equity” or “International Equity Fund”), North Square McKee Bond Fund (“McKee Bond” or “McKee Bond Fund”), and North Square Strategic Income Fund (“Strategic Income” or “Strategic Income Fund”)(each a “Fund” and collectively the “Funds”) are organized as a series of the Exchange Place Advisors Trust (formerly, 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”). Effective January 11, 2022, the North Square Advisory Research All Cap Value Fund changed its name to the North Square Advisory Research Small Cap Value Fund. The Funds are diversified funds. The Trust Agreement permits the Board of Trustees (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series. The Funds are each a series currently authorized by the Board.
The Small Cap Value Fund’s primary investment objective is to seek long-term capital appreciation. Effective as of the close of business on February 21, 2020, the Small Cap Value Fund acquired the assets and assumed the liabilities of the Advisory Research Small Cap Value Fund, a series of Investment Managers Series Trust, which commenced operations on November 16, 2009.
The International Equity Fund’s primary investment objective is to provide long-term growth of capital. The Fund commenced operations on December 4, 2020.
The McKee Bond Fund’s primary investment objective is to maximize total return and generate consistent outperformance of the Fund’s benchmark, the Bloomberg U.S. Aggregate Bond Index, with a high quality and highly liquid, well diversified portfolio through opportunistic, risk-controlled management. The Fund’s Class I shares commenced operations on December 28, 2020, and Class Y shares commenced operations on May 19, 2021. Effective on December 1, 2021, the outstanding Class Y shares of the McKee Bond Fund were renamed as Class I shares, and the previously outstanding Class I shares of the Fund were renamed as Class R6 shares. The ticker symbols of the renamed classes did not change.
The Strategic Income Fund’s primary investment objectives are to seek high current income and to seek long-term capital appreciation. Effective as of the close of business on February 21, 2020, the Strategic Income Fund (the “Successor Fund”) acquired the assets and assumed the liabilities of the Advisory Research Strategic Income Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust, which commenced operations on December 31, 2012.
The Strategic Income Fund currently offers Class A Shares and Class I Shares. Class A Shares have a maximum sales charge on purchases of 3.75%, as a percentage of the original purchase price, on investments less than $1,000,000. No sales charge applies on investments of $1,000,000 or more, but a Contingent Deferred Sales Charge (“CDSC”) of 1.00% may be imposed on certain redemptions of such shares that were purchased within one year of the redemption date.
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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. 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 New York Stock Exchange (“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, maturity, ratings and general market conditions. Exchange-traded options on securities and indices purchased or sold
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
by the Funds generally will be valued at the mean of the last bid and ask prices. 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 North Square Investments, LLC (the “Adviser” or “NSI”), as Valuation Designee, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees (the “Board”). 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.
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 net asset value (“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 Adviser, 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.
The pricing service 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 receives a report on all securities that were fair valued by the Adviser during the quarter.
(b) Purchased/Written Option Contracts
Certain of the Funds may write or purchase option contracts to adjust risk and return of its overall investment positions. When a Fund writes or purchases an option, an amount equal to the premium received or paid by such Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options that expire unexercised are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on affecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to or subtracted from the cost of the purchase or proceeds from the sale in determining whether a Fund has realized a gain or loss on investment transactions. Investing in purchased and written options contracts exposes the Funds to equity price risk. For the fiscal year ended October 31, 2024, only the Strategic Income Fund engaged in option contracts. Additional information regarding such activity may be found in Note 10.
(c) Futures Contracts
Certain of the Funds may invest in futures contracts to hedge or manage risks associated with the Fund’s securities investments or to obtain market exposure in an effort to generate returns. During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the market value of the contracts at the end of each day’s trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, a Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. If a Fund is unable to liquidate a futures contract and/or enter into an offsetting closing transaction, such Fund would continue to be subject to market risk with respect to the value of the contracts. For the fiscal year ended October 31, 2024, only the Strategic Income Fund engaged in futures contracts. Additional information regarding such activity may be found in Note 10.
(d) Credit Default Swaps
Certain of the Funds may enter into credit default swap transactions for investment purposes. A credit default swap may have as reference obligations one or more securities that are not currently held by a Fund. A Fund may be either the buyer or seller in the transaction. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors. As a seller, a Fund would generally receive an upfront payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full face amount of deliverable obligations of the reference obligations that may have little or no value. The notional value of the credit default swap will be used to segregate liquid investments for selling protection on credit default swaps. If a Fund were a buyer and no credit event occurs, the Fund would recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may elect to receive the full notional value of the swap
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
in exchange for an equal face amount of deliverable obligations of the reference obligation that may have little or no value in upfront payments. When the Fund buys credit default swaps it will segregate an amount at least equal to the amount of any accrued premium payment obligations including amounts for early terminations. The use of swap transactions by a Fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap transaction. Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index, but also of the swap itself, without the benefit of observing the performance of the swap under all the possible market conditions. Because some swap transactions have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment.
Certain of the Funds may also purchase credit default swap contracts in order to hedge against the risk of default of the debt of a particular issuer or basket of issuers, in which case the Fund would function as the counterparty referenced in the preceding paragraph. This would involve the risk that the investment may expire worthless and would only generate income in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade or other indication of financial instability). It would also involve the risk that the seller may fail to satisfy its payment obligations to a Fund in the event of a default. The purchase of credit default swaps involves costs, which will reduce a Fund’s return. Additional information regarding such activity may be found in Note 10. For the fiscal year ended October 31, 2024, only the Strategic Income Fund entered into credit default swap contracts.
(e) Deposits with Broker
When trading derivative instruments, such as forward contracts, futures contracts or swap contracts, a Fund is only required to post initial or variation margin with the exchange or clearing broker. The use of margin in trading these instruments has the effect of creating leverage, which can expose a Fund to substantial gains or losses occurring from relatively small price changes in the value of the underlying instrument and can increase the volatility of a Fund’s returns. Volatility is a statistical measure of the dispersion of returns of an investment, where higher volatility generally indicates greater risk.
Upon entering into a futures contract (with the exception of futures contracts traded on the London Metal Exchange (“LME”)), and to maintain a Fund’s open positions in futures contracts, a Fund would be required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded. At October 31, 2024, the Strategic Income Fund had $962,370 cash at broker for futures contracts.
Upon entering into a swap contract a Fund would be required to maintain required collateral with its custodian or swap broker in a segregated account in the name of the swap broker consisting of U.S. Government securities or cash or cash equivalents. At October 31, 2024, the Strategic Income Fund had $3,587,251 cash at broker for swap contracts.
(f) 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. Realized gains and losses on paydowns of asset-backed securities are reflected in interest income on the Statements of Operations. 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.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
(g) 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. Each Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
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 previous three tax year ends and the interim tax period since then, 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 deemed dividends on redemptions 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.
(h) Distributions to Shareholders
The McKee Bond Fund and Strategic Income Fund will make distributions of net investment income monthly. The Advisory Research Small Cap Value Fund and Altrinsic International Equity 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.
(i) Line of Credit
During fiscal year ended October 31, 2024 the Trust, on behalf of the Funds, entered into a short-term credit agreement (“Line of Credit”) with U.S. Bank, N.A., expiring on June 11, 2025. The Line of Credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. Under the terms of the agreement, The Trust may borrow up to the lesser of $50,000,000 or 15% of each Fund’s daily market value (10% for Small Cap Value Fund).
As of October 31, 2024, the Funds had no outstanding borrowings under this Line of Credit.
Fund | | Average Daily Loan Balance(a) | | | Weighted Average Interest Rate(a) | | | Number of Days Outstanding(b) | | | Interest Expense Accrued | | | Maximum Loan Outstanding | |
International Equity Fund | | $ | 1,301,500 | | | | 8.50 | % | | | 2 | | | $ | 615 | | | $ | 1,328,000 | |
McKee Bond Fund | | | 2,003,250 | | | | 8.50 | % | | | 4 | | | | 1,892 | | | | 2,151,000 | |
Strategic Income Fund | | | 1,509,000 | | | | 8.00 | % | | | 1 | | | | 484 | | | | 1,509,000 | |
| (a) | Averages based on the number of days outstanding. |
| (b) | Number of Days Outstanding represents the total days during the twelve months ended October 31, 2024, that a Fund utilized the Line of Credit. |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
Note 3 – Investment Advisory and Other Agreements
The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser. Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Adviser based on each Fund’s average daily net assets. Fees paid to the Adviser for the fiscal year ended October 31, 2024 are reported on the Statements of Operations. The annual rates are listed by Fund in the below table:
| | Investment Advisory Fees |
Small Cap Value Fund | | 0.70% |
International Equity Fund | | 0.80% |
McKee Bond Fund | | 0.24% |
Strategic Income Fund | | 0.70% |
The Adviser engages Advisory Research, Inc. to manage the Small Cap Value Fund, Altrinsic Global Advisors, LLC to manage the International Equity Fund, CSM Advisors, LLC to manage the McKee Bond Fund, and Red Cedar Investment Management, LLC to manage the Strategic Income Fund (each a “Sub-Adviser” and collectively the “Sub-Advisers”). The Adviser pays the Sub-Advisers from its advisory fees.
The Adviser 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 Board. The table below contains the agreement expiration and expense cap by Fund and by Class:
| | Agreement | | Total Limit on Annual Operating Expenses* |
| | Expires | | Class A | | Class I | | Class R6 |
Small Cap Value Fund | | February 28, 2025 | | — | | 0.94% | | — |
International Equity Fund | | February 28, 2025 | | — | | 0.97% | | — |
McKee Bond Fund | | February 28, 2025 | | — | | 0.47% | | 0.28% |
Strategic Income Fund | | February 28, 2025 | | 1.15% | | 0.90% | | — |
| * | The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets. |
The Adviser is permitted to seek reimbursement from the Funds, subject to certain limitations, of fees waived or payments made to the Funds for a period ending thirty-six months after the date of the waiver or payment. This reimbursement may be requested from the Funds if the reimbursement will not cause the Funds’ 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 Adviser may recapture all or a portion of this amount no later than the dates stated below:
| | Small Cap Value | | | International Equity | | | McKee Bond | | | Strategic Income | |
October 31, 2025 | | $ | 58,446 | | | $ | 185,085 | | | $ | 380,908 | | | $ | 235,391 | |
October 31, 2026 | | | 60,005 | | | | 185,890 | | | | 292,672 | | | | 232,602 | |
October 31, 2027 | | | 46,346 | | | | 189,973 | | | | 337,296 | | | | 212,414 | |
Ultimus Fund Solutions, LLC (the “Administrator”) serves as the Funds’ fund accountant, transfer agent and administrator. The Funds’ allocated fees incurred for fund accounting, transfer agency and fund administration for the fiscal year ended October 31, 2024 are reported on the Statements of Operations.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
Foreside Fund Services, LLC a wholly-owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for its distribution services; the Adviser pays the Distributor a fee for its distribution related services.
Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of the Administrator, provides a Chief Compliance Officer to the Trust, as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. Prior to May 8, 2023, ACA Group provided Chief Compliance Officer services to the Trust. The Funds’ allocated fees incurred for compliance services for the year ended October 31 2024, are reported on the Statements of Operations.
Each Independent Trustee receives from the Trust an annual retainer of $50,000, plus an annual fee per Fund of $1,666.67, plus reimbursement of related expenses. The Chairperson of the Board receives an additional annual retainer of $6,250, and each of the Chairs of the Audit Committee and the Governance Committee receives an additional annual retainer of $2,500 and $1,250, respectively. In addition, effective November 3, 2023, each Independent Trustee receives from the Trust a fee of $2,000 for a meeting of the Board other than a regularly scheduled meeting.
Certain officers and a Trustee of the Trust are also employees of the Administrator or NLCS and such persons are not paid by the Funds for serving in such capacities.
Note 4 – Federal Income Taxes
At October 31, 2024, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:
| | Small Cap Value Fund | | | International Equity Fund | | | McKee Bond Fund | | | Strategic Income Fund | |
Tax cost of investments | | $ | 21,471,450 | | | $ | 115,582,405 | | | $ | 160,151,501 | | | $ | 206,850,917 | |
Gross unrealized appreciation | | | 4,990,585 | | | | 14,955,960 | | | | 814,967 | | | | 10,452,354 | |
Gross unrealized depreciation | | | (953,904 | ) | | | (6,953,985 | ) | | | (4,959,660 | ) | | | (2,577,758 | ) |
Net unrealized appreciation (depreciation) on investments | | $ | 4,036,681 | | | $ | 8,001,975 | | | $ | (4,144,693 | ) | | $ | 7,874,596 | |
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, wash sales and PFIC mark to market adjustments.
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 October 31, 2024, the Funds made the following reclassifications.
| | Paid-In Capital | | | Accumulated Earnings (Deficit) | |
Small Cap Value Fund | | $ | — | | | $ | — | |
International Equity Fund | | | 132,198 | | | | (132,198 | ) |
McKee Bond Fund | | | — | | | | — | |
Strategic Income Fund | | | 10,790 | | | | (10,790 | ) |
As of October 31, 2024, the components of accumulated earnings (deficit) on a tax basis for the Funds were as follows:
| | Small Cap Value Fund | | | International Equity Fund | | | McKee Bond Fund | | | Strategic Income Fund | |
Undistributed ordinary income | | $ | 10,213 | | | $ | 2,146,180 | | | $ | 68,288 | | | $ | 286,090 | |
Undistributed Long Term Capital Gains | | | 268,077 | | | | 4,019,324 | | | | — | | | | — | |
Accumulated Capital and Other Losses | | | — | | | | — | | | | (11,859,890 | ) | | | (4,858,711 | ) |
Other Temporary Difference | | | — | | | | — | | | | — | | | | 659,694 | |
Unrealized appreciation on investments | | | 4,036,681 | | | | 7,994,802 | | | | (4,144,693 | ) | | | 7,874,596 | |
Total accumulated earnings | | $ | 4,314,971 | | | $ | 14,160,306 | | | $ | (15,936,295 | ) | | $ | 3,961,669 | |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
The tax character of distributions paid for the fiscal years ended October 31, 2024 and October 31, 2023, were as follows:
| | Small Cap Value Fund | | | International Equity Fund | |
| | 2024 | | | 2023 | | | 2024 | | | 2023 | |
Distributions paid from: | | | | | | | | | | | | | | | | |
Ordinary income | | $ | 176,974 | | | $ | 22,216 | | | $ | 1,865,124 | | | $ | 1,012,568 | |
Long-term capital gains | | | — | | | | 1,276,492 | | | | — | | | | — | |
Total distributions paid | | $ | 176,974 | | | $ | 1,298,708 | | | $ | 1,865,124 | | | $ | 1,012,568 | |
| | McKee Bond Fund | | | Strategic Income Fund | |
| | 2024 | | | 2023 | | | 2024 | | | 2023 | |
Distributions paid from: | | | | | | | | | | | | | | | | |
Ordinary income | | $ | 5,044,378 | | | $ | 3,558,154 | | | $ | 7,016,656 | | | $ | 5,226,310 | |
Long-term capital gains | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | — | | | | — | | | | — | | | | 1,447,887 | |
Total distributions paid | | $ | 5,044,378 | | | $ | 3,558,154 | | | $ | 7,016,656 | | | $ | 6,674,197 | |
As of October 31, 2024, the following Funds have nonexpiring capital loss carryforwards:
| | Short-Term | | | Long-Term | |
Small Cap Value Fund | | $ | — | | | $ | — | |
International Equity Fund | | | — | | | | — | |
McKee Bond Fund | | | 5,066,648 | | | | 6,793,243 | |
Strategic Income Fund | | | 4,185,185 | | | | 673,526 | |
To the extent that a Fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. During the fiscal year ended October 31, 2024, the Funds utilized capital loss carryforwards as follows:
| | Short-Term | | | Long-Term | |
Small Cap Value Fund | | $ | 789,170 | | | $ | 799,196 | |
International Equity Fund | | | 501,955 | | | | 117,313 | |
McKee Bond Fund | | | 1,124,309 | | | | — | |
Strategic Income Fund | | | 4,323,901 | | | | 3,529,041 | |
Note 5 – Investment Transactions
For the fiscal year ended October 31, 2024, purchases and sales of investments were as follows:
| | Purchases | | | Sales | |
Small Cap Value Fund | | $ | 13,474,315 | | | $ | 11,927,375 | |
International Equity Fund | | | 29,146,326 | | | | 28,873,516 | |
McKee Bond Fund | | | 124,798,046 | | | | 103,596,123 | |
Strategic Income Fund | | | 197,654,510 | | | | 153,448,046 | |
For the fiscal year ended October 31, 2024, the McKee Bond Fund had purchases and sales of long-term U.S. government obligations of $117,491,717 and $99,946,409, respectively, and the Strategic Income Fund had purchases and sales of long-term U.S. government obligations of $41,107,039 and $31,409,830, respectively. Long-term purchases and sales of U.S. Government Obligations are excluded from purchases and sales of investments.
For the fiscal year ended October 31, 2024, the McKee Bond Fund had purchases for in-kind transactions in the amount of $7,821,631.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
Note 6 – Shareholder Servicing Plan
The Trust, on behalf of the Funds, has adopted a Shareholder Service Plan (the “Shareholder Service Plan”) with respect to each of the Fund’s Class A shares, Class I, and Class R6 shares, as applicable. Under the Shareholder Service Plan, the Funds may pay a fee at an annual rate of up to 0.15% of its average daily net assets attributable to Class A shares, Class I shares, and Class R6 shares, as applicable, to shareholder servicing agents. Shareholder servicing agents provide non-distribution administrative and support services to their customers, which may include establishing and maintaining accounts and records relating to shareholders, processing dividend and distribution payments from the Funds on behalf of shareholders, responding to routine inquiries from shareholders concerning their investments, assisting shareholders in changing dividend options, account designations and addresses, and other similar services.
For the fiscal year ended October 31, 2024, shareholder servicing fees incurred are disclosed on the Statements of Operations.
Note 7 – 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 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.
For the fiscal year ended October 31, 2024, distribution fees incurred with respect to Class A shares are disclosed on the Statements of Operations.
Note 8 – 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 9 – 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. |
Options contracts are valued at the mean of the National Best Bid and Offer (NBBO) prices as determined by the Options Pricing Reporting Authority (ORPA) (which is the best bid and offer price across all of the option exchanges). If no bid price is readily available, the option shall be valued at the mean of the last quoted ask price and $0.00. If (i) no bid price is readily available, and (ii) no ask price is readily available, the option will be valued at the last valid NBBO mean price and are generally categorized as Level 2.
Futures contracts are carried at fair value using the primary exchange’s closing (settlement) price and are generally categorized in Level 1.
Swaps contracts are marked to market daily based upon values from third party vendors, which may include a registered exchange, or quotations from market makers to the extent available and are generally categorized as Level 2.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
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 October 31, 2024, in valuing the Funds’ assets carried at fair value:
Small Cap Value Fund | | Valuation Inputs | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks(a) | | $ | 25,378,770 | | | $ | — | | | $ | — | | | $ | 25,378,770 | |
Short-Term Investments | | | 129,361 | | | | — | | | | — | | | | 129,361 | |
Total | | $ | 25,508,131 | | | $ | — | | | $ | — | | | $ | 25,508,131 | |
International Equity Fund | | Valuation Inputs | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks(a) | | $ | 37,448,726 | | | $ | 79,805,496 | | | $ | — | | | $ | 117,254,222 | |
Preferred Stocks(a) | | | 1,373,734 | | | | — | | | | — | | | | 1,373,734 | |
Short-Term Investments | | | 4,956,424 | | | | — | | | | — | | | | 4,956,424 | |
Total | | $ | 43,778,884 | | | $ | 79,805,496 | | | $ | — | | | $ | 123,584,380 | |
McKee Bond Fund | | Valuation Inputs | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Asset Backed Securities | | $ | — | | | $ | 5,664,448 | | | $ | — | | | $ | 5,664,448 | |
Corporate Bonds(a) | | | — | | | | 43,272,767 | | | | — | | | | 43,272,767 | |
Mortgage-Backed Securities | | | — | | | | 77,648,254 | | | | — | | | | 77,648,254 | |
Non-U.S. Government & Agencies | | | — | | | | 2,839,815 | | | | — | | | | 2,839,815 | |
U.S. Government & Agencies | | | — | | | | 23,217,313 | | | | — | | | | 23,217,313 | |
Short-Term Investments | | | 3,364,211 | | | | — | | | | — | | | | 3,364,211 | |
Total | | $ | 3,364,211 | | | $ | 152,642,597 | | | $ | — | | | $ | 156,006,808 | |
Strategic Income Fund | | Valuation Inputs | |
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks(a) | | $ | 25,404,055 | | | $ | — | | | $ | — | | | $ | 25,404,055 | |
Asset Backed Securities | | | — | | | | 21,389,888 | | | | — | | | | 21,389,888 | |
Corporate Bonds(a) | | | — | | | | 74,025,822 | | | | — | | | | 74,025,822 | |
Mortgage-Backed Securities | | | — | | | | 75,002,306 | | | | — | | | | 75,002,306 | |
U.S. Government & Agencies | | | — | | | | 10,139,358 | | | | — | | | | 10,139,358 | |
Purchased Options | | | 620,000 | | | | — | | | | — | | | | 620,000 | |
Short-Term Investments | | | 7,944,084 | | | | — | | | | — | | | | 7,944,084 | |
Total | | $ | 33,968,139 | | | $ | 180,557,374 | | | $ | — | | | $ | 214,525,513 | |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
Strategic Income Fund | | Valuation Inputs | |
Futures Contracts(b) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | $ | 2,587,962 | | | $ | — | | | $ | — | | | $ | 2,587,962 | |
Liabilities | | | (2,293,935 | ) | | | — | | | | — | | | | (2,293,935 | ) |
| | $ | 294,027 | | | $ | — | | | $ | — | | | $ | 294,027 | |
Swap Contracts(c) | | | | | | | | | | | | | | | | |
Assets | | $ | — | | | $ | 65,046 | | | $ | — | | | $ | 65,046 | |
| | $ | — | | | $ | 65,046 | | | $ | — | | | $ | 65,046 | |
| (a) | Refer to Schedule of Investments for sector and industry classifications. |
| (b) | The amount shown represents the net unrealized appreciation/depreciation of the futures contracts. |
| (c) | The amount shown represents the net unrealized appreciation/depreciation of the swap contracts. |
Note 10 – Derivative and Other Financial Instruments
The following table provides a summary of offsetting financial liabilities and derivatives and the effect of derivative instruments on the Strategic Income Fund’s Statement of Assets and Liabilities as of October 31, 2024:
| | Gross Amounts of Recognized Assets (Liabilities) | | | Gross Amounts Offeset in the Statements of Assets and Liabilities | | | Net Amounts Presented in the Statements of Assets and Liabilities | | | Gross Amounts not offset in the Statement of | |
| | | | | | | | Assets and Liabilities | |
Description | | | | | | | | Financial Instruments | | | Cash Collateral Received (Pledged)** | | | Net Amount | |
Variation Margin on Futures Contracts* | | $ | 793,881 | | | $ | (123,922 | ) | | $ | 669,959 | | | $ | — | | | $ | — | | | $ | — | |
Unrealized appreciation | | | 65,046 | | | | — | | | | 65,046 | | | | — | | | | — | | | | — | |
Total | | $ | 858,927 | | | $ | (123,922 | ) | | $ | 735,005 | | | $ | — | | | $ | — | | | $ | — | |
| * | Reflects the current day variation margin as reported on the Fund’s statement of assets and liabilities. |
| ** | Any over-collateralization is not shown. Collateral amounts can be found on the Statements of Assets and Liabilities as Cash held at broker for futures contract and Cash held at broker for swap contracts. |
The following table presents the fair value of derivative instruments for the as of October 31, 2024 as presented on the Strategic Income Fund’s Statement of Assets and Liabilities:
Location of Derivatives on Statements of Assets and Liabilities |
Derivatives | | Asset Derivatives | | | Liability Derivatives | | | Fair Value | |
Equity Price Risk: | | | | | | | | | | | |
Purchased Options | | Investments, at value | | | | | | | $ | 620,000 | |
Futures | | Receivable for net variation margin on futures contracts | | | | | | | | 669,959 | |
Swap Contracts | | Unrealized appreciation from swap contracts | | | | | | | | 65,046 | |
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
The following table presents the results of the derivative trading and information related to volume for the fiscal year ended October 31, 2024. The below captions of “Net Realized” and “Net Change in Unrealized” correspond to the captions in the Strategic Income Fund’s Statement of Operations.
Derivatives | | Location of Gain (Loss) on Derivatives on Statements of Operations | | | Realized Gain (Loss) on Derivatives | | | Change in Unrealized Appreciation (Depreciation) on Derivatives | |
Equity Price Risk: | | | | | | | | | | | |
Purchased Options | | Net realized gain (loss) and change in unrealized appreciation (depreciation) on purchased options | | | $ | 10,202,663 | | | $ | (905,000 | ) |
Written Options | | Net realized gain (loss) and change in unrealized appreciation (depreciation) on purchased options | | | | (577,686 | ) | | | — | |
Futures Contracts | | Net realized gain (loss) and change in unrealized appreciation (depreciation) on futures | | | | (8,159,613 | ) | | | 669,249 | |
Swaps Contracts | | Net realized gain (loss) and change in unrealized appreciation (depreciation) on swap contracts | | | | (368,334 | ) | | | 65,046 | |
The average monthly notional/market value amount is shown as an indicator of volume. The average monthly notional/market value amounts held in the Strategic Income Fund during the year ended October 31, 2024 were:
Derivatives | | Average Ending Monthly Market Value | |
Purchased Options | | $ | 1,222,917 | |
Written Options(a) | | | (320,032 | ) |
Long Futures | | | 110,667,879 | |
Short Futures | | | (68,308,242 | ) |
Swap Contracts(b) | | | (1,721,482 | ) |
| (a) | Average based on the 5 months during the year that had activity. |
| (b) | Average based on the 6 months during the year that had activity. |
Note 11 – Principal Risks
Below are summaries of some, but not all, of the principal risks of investing in a Fund, each of which could adversely affect the Fund’s NAV, market price, yield, and total return. Further information about investment risks is available in the Fund’s prospectus and Statement of Additional Information.
North Square Advisory Research Small Cap Value Fund
Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.
Sector Focus Risk. The Fund may from time to time invest a larger portion of its assets in one or more asset classes, market segments or sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, companies in the consumer discretionary sector may be significantly affected by the performance of the overall economy, interest rates, competition, consumer confidence and spending, and changes in demographics and consumer tastes.
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
Small-Cap Company Risk. The securities of small-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large-capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions. Many small-capitalization companies may be in the early stages of development. Since equity securities of smaller companies may lack sufficient market liquidity and may not be regularly traded, it may be difficult or impossible to sell securities at an advantageous time or a desirable price.
North Square Altrinsic International Equity Fund
Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.
Sector Focus Risk. The Fund may from time to time invest a larger portion of its assets in one or more asset classes, market segments or sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, industries in the financials segment, such as banks, insurance companies, and broker-dealers, may be sensitive to changes in interest rates and general economic activity and are generally subject to extensive government regulation.
Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and differences and changes in the regulatory environments of foreign countries. In addition, changes in exchange rates and interest rates may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include American Depository Receipts (“ADRs”) and Global Depository Receipts (“GDRs”). Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends. Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries.
Currency Risk. The values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. Dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.
North Square McKee Bond Fund
Fixed Income Securities Risk. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to changes in an issuer’s credit rating or market perceptions about the creditworthiness of an issuer.
Interest Rate Risk. Generally, fixed income securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities being more volatile than shorter-term securities. Falling interest rates also create the potential for a decline in the Fund’s income. Changes in governmental policy, rising inflation rates, and general economic developments, among other factors, could cause interest rates to increase and could have a substantial and immediate effect on the values of the Fund’s investments. In addition, a rise in interest rates may result in periods of volatility and increased redemptions that might require the Fund to liquidate portfolio securities at disadvantageous prices and times. Risks associated with rising interest rates are heightened given that interest rates in the U.S. have risen from historically low levels in recent years. Interest rates may continue to increase in the future with unpredictable effects on the financial markets and the Fund’s investments.
Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage-backed securities are subject to “prepayment risk” (the risk that borrowers will repay a loan more quickly in periods of falling interest rates) and “extension risk” (the risk that borrowers will repay a loan more slowly in periods of rising interest rates). If the Fund invests in mortgage-backed or asset-backed securities that are subordinated to other interests in the same pool, the Fund may only receive payments after the pool’s obligations to other investors have been satisfied. An unexpectedly high rate of defaults on the assets held by a pool may limit substantially the pool’s ability to make
North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2024
payments of principal or interest to the Fund, reducing the values of those securities or in some cases rendering them worthless. The Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.
North Square Strategic Income Fund
Fixed Income Securities Risk. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to changes in an issuer’s credit rating or market perceptions about the creditworthiness of an issuer. Generally, fixed income securities decrease in value if interest rates rise and increase in value if interest rates fall, and longer-term and lower rated securities are more volatile than shorter-term and higher rated securities.
Interest Rate Risk. Generally, fixed income securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities being more volatile than shorter-term securities. Falling interest rates also create the potential for a decline in the Fund’s income. Changes in governmental policy, rising inflation rates, and general economic developments, among other factors, could cause interest rates to increase and could have a substantial and immediate effect on the values of the Fund’s investments. In addition, a rise in interest rates may result in periods of volatility and increased redemptions that might require the Fund to liquidate portfolio securities at disadvantageous prices and times. Risks associated with rising interest rates are heightened given that interest rates in the U.S. have risen from historically low levels in recent years. Interest rates may continue to increase in the future with unpredictable effects on the financial markets and the Fund’s investments.
Preferred Securities Risk. Preferred securities represent an equity interest in a company that generally entitle the holder to receive, in preference to the holders of other stocks such as common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the company. The market value of preferred securities is subject to company-specific and market risks applicable generally to equity securities and is also sensitive to changes in the company’s creditworthiness, the ability of the company to make payments on the preferred securities, and changes in interest rates, typically declining in value if interest rates rise.
Sector Focus Risk. The Fund may from time to time invest a larger portion of its assets in one or more asset classes, market segments or sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, industries in the financials segment, such as banks, insurance companies, and broker-dealers, may be sensitive to changes in interest rates and general economic activity and are generally subject to extensive government regulation.
Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed (including residential and commercial mortgage-backed) and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage-backed securities are subject to “prepayment risk” (the risk that borrowers will repay a loan more quickly in periods of falling interest rates) and “extension risk” (the risk that borrowers will repay a loan more slowly in periods of rising interest rates). If the Fund invests in mortgage-backed or asset-backed securities that are subordinated to other interests in the same pool, the Fund may only receive payments after the pool’s obligations to other investors have been satisfied. An unexpectedly high rate of defaults on the assets held by a pool may limit substantially the pool’s ability to make payments of principal or interest to the Fund, reducing the values of those securities or in some cases rendering them worthless. The Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.
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. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosures except as noted below.
Effective January 1, 2025, the Adviser will reduce the contractual investment advisory fee of the Strategic Income Fund from an annual rate of 0.70% to 0.56% of the Strategic Income Fund’s average daily net assets and to waive the investment advisory fee and/or reimburse operating expenses of the Strategic Income Fund to ensure that the total annual fund operating expenses do not exceed 0.93% and 0.68% for the Class A shares and Class I shares, respectively.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of
Exchange Place Advisors Trust
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, futures contracts (as applicable), and credit default swap agreements (as applicable) of North Square Advisory Research Small Cap Value Fund, North Square Altrinsic International Equity Fund, North Square McKee Bond Fund, and North Square Strategic Income Fund (the “Funds”), each a series of Exchange Place Advisors Trust, as of October 31, 2024, the related statements of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2024, the results of their operations for the year then ended, the changes in net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Funds’ financial highlights for the years or periods ended October 31, 2022, and prior, were audited by other auditors whose report dated December 30, 2022, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Funds’ auditor since 2023.
COHEN & COMPANY, LTD.
Cleveland, Ohio
December 30, 2024
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited)
Corporate Dividends Received Deduction
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2024 was as follows:
Small Cap Value Fund | | 100 | % | | | International Equity Fund | | 0 | % |
McKee Bond Fund | | 0 | % | | | Strategic Income Fund | | 5.30 | % |
Qualified Dividend Income
For the fiscal year ended October 31, 2024, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
Small Cap Value Fund | | 100 | % | | | International Equity Fund | | 100 | % |
McKee Bond Fund | | 0 | % | | | Strategic Income Fund | | 3.27 | % |
Long-Term Capital Gain Designation
For the fiscal year ended October 31, 2024, the Funds designate a portion of distributions as 20.00% rate gain distributions for the purposed of the dividends paid deduction. The dollar amount by fund was as follows:
Small Cap Value Fund | $ | 0 | | | | International Equity Fund | $ | 132,198 | |
McKee Bond Fund | $ | 0 | | | | Strategic Income Fund | $ | 0 | |
Foreign Tax Credit Pass Through
The International Equity Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. The Fund’s foreign source income per share was $0.3302 and the foreign tax expense per share was $0.0249.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Board Consideration of the Continuation of the Investment Advisory Agreement and Sub-Advisory Agreements and Related Agreements (North Square Advisory Research Small Cap Value Fund, Altrinsic International Equity Fund, and North Square McKee Bond Fund)
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 June 25-26, 2024 (the “Meeting”), the Board of Trustees (the “Board”) of Exchange Place Advisors Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the continuation of: (i) the investment advisory agreement (the “Advisory Agreement”) between North Square Investments, LLC (the “Adviser” or “NSI”) and the Trust, on behalf of the North Square Spectrum Alpha Fund, the North Square Preferred and Income Securities Fund, the North Square Multi Strategy Fund, the North Square Dynamic Small Cap Fund, the North Square Altrinsic International Equity Fund, and the North Square McKee Bond Fund (each, a “Fund” and collectively, the “Funds”); (ii) the investment sub-advisory agreement between the Adviser and Algert Global, LLC (“Algert”) with respect to the North Square Dynamic Small Cap Fund; (iii) the investment sub-advisory agreement between the Adviser and Altrinsic Global Advisors, LLC (“Altrinsic”) with respect to the North Square Altrinsic International Equity Fund; and (iv) the investment sub-advisory agreement between the Adviser and CSM Advisors, LLC (“CSM” and with both Algert and Altrinsic, the “Sub-Advisers”) with respect to the North Square McKee Bond Fund. The investment sub-advisory agreements with the Sub-Advisers are collectively referred to as the “Sub-Advisory Agreements,” and the Advisory Agreement and the Sub-Advisory Agreements are collectively referred to as the “Agreements.”
In connection with its consideration of the Agreements proposed for continuation, the Board requested and reviewed responses from the Adviser and the Sub-Advisers to the Section 15(c) requests posed to the Adviser and Sub-Advisers on behalf of the Independent Trustees by Fund Counsel and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information that had been provided prior to the Meeting, including the Advisory Agreement, the Sub-Advisory Agreements, a memorandum provided by independent counsel summarizing the requirements and guidelines relevant to the Board’s consideration of the approvals of such Agreements, the Adviser and each Sub-Adviser’s Form ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Funds’ performance for periods ended March 31 2024, advisory fees and expense ratios, and other pertinent information. In addition, the Board considered such additional information as it deemed reasonably necessary, including information and data provided by the Adviser and Sub-Advisers during the course of the year, to evaluate the Agreements, as applicable, with respect to each Fund, including information provided in connection with the consideration of advisory agreements for other Funds in the Trust. The Board reviewed and discussed the Adviser and Sub-Advisers’ Section 15(c) responses and discussed various questions and information with representatives of the Adviser and Sub-Advisers at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Adviser and Sub-Advisers provided at the Meeting concerning the Agreements. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of, and request additional materials from, the Adviser and Sub-Advisers. The Independent Trustees were also advised by Independent Trustee counsel and met in executive sessions at which no representatives of management were present to consider the renewal of the Agreements with respect to each of the Funds. The Board also noted that the evaluation process with respect to the Adviser and the Sub-Advisers is an ongoing one. The Board, as noted above, also took into account information reviewed periodically throughout the year and in prior years that was relevant to its consideration of the Agreements, including performance, advisory fee and other expense information and discussions with the Funds’ portfolio managers, as well as such additional information it deemed relevant and appropriate in its judgement. The Board noted that the information received and considered by the Board in connection with the Meeting and throughout the year was both written and oral. The Board also noted that the evaluation process was performed on a Fund-by-Fund basis. Based on its evaluation of this information, the Board, including the Independent Trustees, unanimously approved the continuation of the Agreements with respect to each of the Funds for an additional one-year period.
In determining whether to approve the continuation of the Agreements, 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 with respect to each Fund was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Agreements. As noted, 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 independent counsel. A more detailed summary of important, but not necessarily all, factors the Board considered with respect to its renewal of the Agreements with respect to each Fund is provided below.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
The Board also considered other factors, including conditions and trends prevailing generally in the economy, the securities markets, and the industry. The Board’s conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year.
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 Adviser and Sub-Advisers. The Board considered, among other things, the terms of the Agreements and the range of services being provided by the Adviser and Sub-Advisers. The Board noted the non-investment advisory services being provided by the Adviser, including the supervision and coordination of the Funds’ service providers and the provision of related administrative and other services. The Board also considered the Adviser’s and each Sub-Adviser’s reputation, organizational structure, resources and overall financial strength, including economic and other support provided by affiliates of the Adviser or Sub-Advisers, if any, its willingness and commitment to consider and implement organizational and operational changes designed to enhance services to the Funds.
In addition, the Board considered the Adviser’s and Sub-Advisers’ professional personnel who provide or will provide services to the Funds, including the Adviser’s and each Sub-Adviser’s ability and experience in attracting and retaining qualified personnel to service the Funds. In addition, the Board considered the compliance programs and compliance records and regulatory history of the Adviser and Sub-Advisers. The Board noted the Adviser’s and Sub-Advisers’ support of the Funds’ compliance control structure, including the resources that are devoted by the Adviser and Sub-Advisers in support of the Funds’ obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Adviser and Sub-Advisers to address cybersecurity risks and invest in business continuity planning. The Board also noted that on a regular basis it received and reviewed information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Adviser and Sub-Advisers and procedures reasonably designed to ensure compliance with the federal securities laws. The Board also considered the Adviser and Sub-Advisers’ policies and procedures, including the Trust’s CCO’s review and evaluation of these policies and procedures, and that the CCO found them to be satisfactory. The Board also noted that it met separately, in executive session, with the CCO on a regular basis.
With respect to the Adviser, the Board considered the Funds’ ongoing and proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Adviser has under this structure, including, but not limited to, 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 significant risks assumed by the Adviser and not delegated to or assumed by the Sub-Advisers in connection with the services provided to the Funds. These responsibilities and risks include entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk. The Board also considered the process used by the Adviser, consistent with this structure, to identify and recommend sub-advisers, and its ability to monitor and oversee sub-advisers and recommend replacement sub-advisers, when necessary, and provide other services under the Advisory Agreement. In addition, the Board considered its familiarity with the Adviser’s personnel obtained from the Board’s oversight of the Funds and of other funds in the Trust advised by the Adviser, as well as the affiliation between the Adviser and CSM and any potential conflicts of interest.
With respect to the Sub-Advisers, which provide 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 financial condition, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of each Fund’s portfolio managers the number of accounts managed by the portfolio managers, and each Sub-Adviser’s approach for compensating the portfolio managers. Moreover, the Board considered that the Adviser has the oversight responsibility for conflicts of interest relating to the Funds. In considering the nature, extent, and quality of the services provided by each of the Sub-Advisers, the Board also took into account its knowledge of each Sub-Advisers management and the quality of the performance of its duties as a sub-adviser, acquired through discussions and reports during the preceding year and in past years. The Board concluded that the renewal of the Sub-Advisory Agreements was in the best interests of the Funds and their shareholders and, based on the information provided to it, does not involve a conflict of interest from which the Adviser, a Sub-Adviser, or any officer or Trustee of the Funds or any officer or board member of the Adviser derives an inappropriate advantage.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services being provided or to be provided by the Adviser and the Sub-Advisers, taken as a whole, remain appropriate and consistent with the terms of the Advisory Agreement and the Sub-Advisory Agreements, as applicable. In addition, the Board concluded that each Fund was likely to continue to benefit from services being provided, or to be provided, under each of the Agreements.
Fund Performance
The Board reviewed the performance of each Fund for the different time periods presented in the Board meeting materials and throughout the year. The Board considered various data and materials provided by the Advisers concerning Fund performance, including a comparison of the investment performance of each Fund to its respective benchmark (or index), as well as comparative fee information provided by the Broadridge Financial Solutions, Inc., based on data produced by Morningstar Inc., an independent provider of investment company data (the “Broadridge Report”), comparing the investment performance of each Fund to a universe of peer funds.
The Board received information at the Meeting, and throughout the year, concerning, and discussing factors contributing to, the performance of the Funds relative to their respective benchmarks and universes for the relevant periods. The Board evaluated the explanations for any relative underperformance of a Fund during these periods, as well as to investment decisions and global economic and other factors that affected the Fund’s investment performance and whether each Fund had performed as expected over time, as well as any plans to address underperformance, if applicable. The Board also noted the Adviser’s discussion of any differences in the investment strategies of the Funds relative to their respective peer universe. The Board generally considered longer-term performance to be more important than short-term performance and also took into account factors including general market conditions; the “style” in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; issuer-specific information; and fund cash flows. In this regard, the Board also noted how selecting different time periods for performance calculations can produce significantly different results in terms of a Fund’s returns and peer ranking on a relative basis. The Board further acknowledged that longer-term performance could be impacted by even one period of significant outperformance or underperformance. The Board also considered that variations in performance among a Fund’s operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.
Based on these considerations, the Board concluded that the Adviser and the Sub-Advisers continue to have the capability of providing satisfactory investment performance for the Funds, as applicable.
Advisory Fees and Expenses
The Board reviewed and considered the advisory fee rate of each Fund that is being paid to the Adviser under the Advisory Agreement and each Fund’s total net expense ratio. 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 in the Broadridge Report comparing each Fund’s advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between a Fund and its peer funds may be imprecise and non-determinative, the comparative information provided in the Broadridge Report was helpful to the Board in evaluating the reasonableness of each Fund’s advisory fees and total expense ratio.
The Board also took into account management’s discussion of each Fund’s expenses and also noted certain cost savings initiatives implemented by the Adviser across all of the Funds. The Board also noted that the Adviser had entered into fee waiver and expense reimbursement arrangements with respect to each of the Funds. The Board took into account the factors that the Adviser reported that contributed to any expenses that were relatively higher than the peer group comparative data.
The Board also received and considered information about the portion of the advisory 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 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 and were paid by the Adviser and not the respective Fund. The Board considered the Adviser’s explanation that the sub-advisory fees are priced at a competitive level. In the case of the North Square McKee Bond Fund, the Board considered and evaluated the fact that CSM was affiliated with the Adviser.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
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, if any. 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 registered mutual funds compared with those associated with managing assets of other types of clients, including non-mutual fund clients, such as institutional separate accounts.
As applicable, the Board also noted the Adviser’s representation that the services provided to each Fund are not duplicative of the advisory services provided to the underlying funds in which the Funds may invest and that the Adviser voluntarily waives each Fund’s management fee with respect to the amount of its net assets invested in an underlying affiliated fund.
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 Advisory Agreement and to the Sub-Advisers under the Sub-Advisory Agreements with respect to each of the Funds were reasonable.
Profitability
The Board received and considered information concerning the Adviser’s costs of sponsoring the Funds and the profitability to the Adviser and its respective affiliates from providing services to the Funds. The Board noted that the levels of profitability may be affected by numerous factors. 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 was a less relevant factor with respect to the Board’s consideration of the Sub-Advisory Agreements.
Based on its review, the Board determined that the profits reported by the Advisers from services being provided to the Funds, if any, were not excessive.
Economies of Scale
The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to each Fund as the Funds grew. The Board considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. The Board also took into account management’s discussion of the Funds’ fee structures. The Board also considered the effect of each Fund’s growth in size on its performance and fees and that, if the Fund’s assets increase over time, the Fund may realize other economies of scale. The Independent Trustees recognized that, because each Fund’s sub-advisory fees are paid by the Adviser, and not the Fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Advisory Agreement.
The Board concluded that, especially in light of the current stage of development of the Funds, 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. The Board noted that ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in the Adviser’s business as a result of their relationships with the Funds. In addition, the Board considered the potential benefits, other than sub-advisory 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 above, the Board did not find that any ancillary benefits that may be received by the Adviser and the Sub-Advisers and their respective affiliates to be unreasonable.
Conclusion
At the Meeting, after considering the above-described material factors and based on its robust deliberations and its evaluation of the information described above, and assisted by the advice of independent counsel, the Board, including the Independent Trustees, concluded that the approval of the renewal and continuation of the Agreements with respect to each Fund was in the best interest of each respective Fund and its shareholders.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Board Consideration of the Continuation of the Investment Advisory Agreement and Sub-Advisory Agreements and Related Agreements (North Square Advisory Research Small Cap Value Fund, Altrinsic International Equity Fund, North Square McKee Bond Fund and North Square Strategic Income Fund)
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 September 24-25, 2024 (the “Meeting”), the Board of Trustees (the “Board”) of Exchange Place Advisors Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the continuation of: (i) the investment advisory agreement (the “Advisory Agreement”) between North Square Investments, LLC (the “Adviser” or “NSI”) and the Trust, on behalf of the North Square Advisory Research Small Cap Value Fund, the North Square Altrinsic International Equity Fund, the North Square Trilogy Alternative Return Fund (to be renamed the North Square Core Plus Bond Fund), the North Square Dynamic Small Cap Fund, the North Square McKee Bond Fund, the North Square Multi Strategy Fund, the North Square Preferred and Income Securities Fund, the North Square Spectrum Alpha Fund, the North Square Strategic Income Fund, the North Square Tactical Defensive Fund, the North Square Tactical Growth Fund, and the North Square Trilogy Alternative Return Fund (each, a “Fund” and collectively, the “Funds”); (ii) the investment sub-advisory agreement with Advisory Research, Inc. (“ARI”) with respect to the North Square Advisory Research Small Cap Value Fund; (iii) the investment sub-advisory agreement with Algert Global, LLC (“Algert”) with respect to the North Square Dynamic Small Cap Fund; (iv) the investment sub-advisory agreement with Altrinsic Global Advisers, LLC (“Altrinsic”) with respect to the North Square Altrinsic International Equity Fund; (v) the investment sub-advisory agreement with CSM Advisors, LLC (“CSM”) with respect to the North Square McKee Bond Fund; (vi) the investment sub-advisory agreement with NSI Retail Advisors, LLC (“NSI Retail”) for the North Square Multi Strategy Fund, North Square Spectrum Alpha Fund, North Square Tactical Defensive Fund, and North Square Tactical Growth Fund; and (vii) the investment sub-advisory agreement with Red Cedar Investment Management, LLC (“Red Cedar”) with respect to the North Square Preferred and Income Securities Fund and North Square Strategic Income Fund (“Red Cedar”) and with ARI, Algert, Altrinsic, CSM, and NSI Retail, the “Sub-Advisers”). The investment sub-advisory agreements with the Sub-Advisers are collectively referred to as the “Sub-Advisory Agreements,” and the Advisory Agreement and the Sub-Advisory Agreements are collectively referred to as the “Agreements.”
In connection with its consideration of the Agreements proposed for continuation, the Board requested and reviewed responses from the Adviser and the Sub-Advisers to the Section 15(c) requests posed to the Adviser and Sub-Advisers on behalf of the Independent Trustees by independent legal counsel and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information that had been provided prior to the Meeting, including the Advisory Agreement, the Sub-Advisory Agreements, a memorandum provided by independent counsel summarizing the requirements and guidelines relevant to the Board’s consideration of the approvals of such Agreements, the Adviser and each Sub-Adviser’s Form ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Funds’ performance, advisory fees and expense ratios, and other pertinent information. In addition, the Board considered such additional information as it deemed reasonably necessary, including information and data provided by the Adviser and Sub-Advisers during the course of the year, to evaluate the Agreements, as applicable, with respect to each Fund, including information provided in connection with the consideration of advisory and sub-advisory agreements for the Funds at Board meetings held on December 6-7, 2023 and June 25-26, 2024, as applicable. The Board reviewed and discussed the Adviser and Sub-Advisers’ Section 15(c) responses and discussed various questions and information with representatives of the Adviser and Sub-Advisers at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Adviser and Sub-Advisers provided at the Meeting and the prior meetings concerning the Agreements. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of, and request additional materials from, the Adviser and Sub-Advisers. The Independent Trustees were also advised by independent legal counsel and met in executive sessions at which no representatives of management were present to consider the renewal of the Agreements with respect to each of the Funds. The Board also noted that the evaluation process with respect to the Adviser and the Sub-Advisers is an ongoing one. The Board, as noted above, also took into account information reviewed periodically throughout the year and in prior years that was relevant to its consideration of the Agreements, including performance, advisory fee and other expense information and discussions with the Funds’ portfolio managers, as well as such additional information it deemed relevant and appropriate in its judgement. The Board noted that the information received and considered by the Board in connection with the Meeting and throughout the year was both written and oral. The Board also noted that the evaluation process was performed on a Fund-by-Fund basis. Based on its evaluation of this information, the Board, including the Independent Trustees, unanimously approved the continuation of the Agreements with respect to each of the Funds for an additional one-year period.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
In determining whether to approve the continuation of the Agreements, 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 with respect to each Fund was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Agreements. As noted, 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 independent legal counsel. A more detailed summary of important, but not necessarily all, factors the Board considered with respect to its renewal of the Agreements with respect to each Fund is provided below. The Board also considered other factors, including conditions and trends prevailing generally in the economy, the securities markets, and the industry. The Board’s conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year.
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 Adviser and Sub-Advisers. The Board considered, among other things, the terms of the Agreements and the range of services being provided by the Adviser and Sub-Advisers. The Board noted the non-investment advisory services being provided by the Adviser, including the supervision and coordination of the Funds’ service providers and the provision of related administrative and other services. The Board also considered the Adviser’s and each Sub-Adviser’s reputation, organizational structure, resources and overall financial strength, including economic and other support provided by affiliates of the Adviser or Sub-Advisers, if any, its willingness and commitment to consider and implement organizational and operational changes designed to enhance services to the Funds.
In addition, the Board considered the Adviser’s and Sub-Advisers’ professional personnel who provide or will provide services to the Funds, including the Adviser’s and each Sub-Adviser’s ability and experience in attracting and retaining qualified personnel to service the Funds. In addition, the Board considered the compliance programs and compliance records and regulatory history of the Adviser and Sub-Advisers. The Board noted the Adviser’s and Sub-Advisers’ support of the Funds’ compliance control structure, including the resources that are devoted by the Adviser and Sub-Advisers in support of the Funds’ obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Adviser and Sub-Advisers to address cybersecurity risks and invest in business continuity planning. The Board also noted that on a regular basis it received and reviewed information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Adviser and Sub-Advisers and procedures reasonably designed to ensure compliance with the federal securities laws. The Board also considered the Adviser and Sub-Advisers’ policies and procedures, including the Trust’s CCO’s review and evaluation of these policies and procedures, and that the CCO found them to be satisfactory. The Board also noted that it met separately, in executive session, with the CCO on a regular basis.
With respect to the Adviser, the Board considered the Funds’ ongoing and proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Adviser has under this structure, including, but not limited to, 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 significant risks assumed by the Adviser and not delegated to or assumed by the Sub-Advisers in connection with the services provided to the Funds. These responsibilities and risks include entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk. The Board also considered the process used by the Adviser, consistent with this structure, to identify and recommend sub-advisers, and its ability to monitor and oversee sub-advisers and recommend replacement sub-advisers, when necessary, and provide other services under the Advisory Agreement. In addition, the Board considered its familiarity with the Adviser’s personnel obtained from the Board’s oversight of the Funds and of other funds in the Trust advised by the Adviser, as well as the affiliation between the Adviser, NSI Retail and CSM and any potential conflicts of interest. The Board also took into account the Adviser’s discussion of the organizational structure of the affiliated Sub-Advisers and the services provided to the relevant Funds.
With respect to the Sub-Advisers, which provide 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 financial condition, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of each Fund’s portfolio managers the number of accounts managed by the portfolio managers, and each Sub-Adviser’s approach for compensating the portfolio managers. Moreover, the Board considered that the Adviser has the oversight responsibility for conflicts of interest relating to the Funds. In considering
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
the nature, extent, and quality of the services provided by each of the Sub-Advisers, the Board also took into account its knowledge of each Sub-Advisers management and the quality of the performance of its duties as a sub-adviser, acquired through discussions and reports during the preceding year and in past years. The Board concluded that the renewal of the Sub-Advisory Agreements was in the best interests of the Funds and their shareholders and, based on the information provided to it, does not involve a conflict of interest from which the Adviser, a Sub-Adviser, or any officer or Trustee of the Funds or any officer or board member of the Adviser derives an inappropriate advantage.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services being provided or to be provided by the Adviser and the Sub-Advisers, taken as a whole, remain appropriate and consistent with the terms of the Advisory Agreement and the Sub-Advisory Agreements, as applicable. In addition, the Board concluded that each Fund was likely to continue to benefit from services being provided, or to be provided, under each of the Agreements.
Fund Performance
The Board reviewed the performance of each Fund for the different time periods presented in the Board meeting materials and throughout the year. The Board considered various data and materials provided by the Advisers concerning Fund performance, including a comparison of the investment performance of each Fund to its respective benchmark (or index), as well as comparative fee information provided by the Broadridge Financial Solutions, Inc., based on data produced by Morningstar Inc., an independent provider of investment company data (the “Broadridge Report”), comparing the investment performance of each Fund to a universe of peer funds.
The Board received information at the Meeting, and throughout the year, concerning, and discussing factors contributing to, the performance of the Funds relative to their respective benchmarks and universes for the relevant periods. The Board evaluated the explanations for any relative underperformance of a Fund during these periods, as well as to investment decisions and global economic and other factors that affected the Fund’s investment performance and whether each Fund had performed as expected over time, as well as any plans to address underperformance, if applicable. The Board also noted the Adviser’s discussion of any differences in the investment strategies of the Funds relative to their respective peer universe. The Board generally considered longer-term performance to be more important than short-term performance and also took into account factors including general market conditions; the “style” in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; issuer-specific information; and fund cash flows. In this regard, the Board also noted how selecting different time periods for performance calculations can produce significantly different results in terms of a Fund’s returns and peer ranking on a relative basis. The Board further acknowledged that longer-term performance could be impacted by even one period of significant outperformance or underperformance. The Board also considered that variations in performance among a Fund’s operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.
Based on these considerations, the Board concluded that the Adviser and the Sub-Advisers continue to have the capability of providing satisfactory investment performance for the Funds, as applicable.
Advisory Fees and Expenses
The Board reviewed and considered the advisory fee rate of each Fund that is being paid to the Adviser under the Advisory Agreement and each Fund’s total net expense ratio. 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 in the Broadridge Report comparing each Fund’s advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between a Fund and its peer funds may be imprecise and non-determinative, the comparative information provided in the Broadridge Report was helpful to the Board in evaluating the reasonableness of each Fund’s advisory fees and total expense ratio.
The Board also took into account management’s discussion of each Fund’s expenses and also noted certain cost savings initiatives implemented by the Adviser across all of the Funds. The Board also noted that the Adviser had entered into fee waiver and expense reimbursement arrangements with respect to each of the Funds. The Board took into account the factors that the Adviser reported that contributed to any expenses that were relatively higher than the peer group comparative data.
The Board also received and considered information about the portion of the advisory 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 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-
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
advisory fees being paid to each Sub-Adviser had been negotiated by the Adviser on an arm’s length basis and were paid by the Adviser and not the respective Fund. The Board considered the Adviser’s explanation that the sub-advisory fees are priced at a competitive level. In the case of the North Square McKee Bond Fund, the Board considered and evaluated the fact that CSM was affiliated with the Adviser. In the case of the North Square Multi Strategy Fund, the North Square Spectrum Alpha Fund, the North Square Tactical Defensive Fund, and the North Square Tactical Growth Fund, the Board considered and evaluated the fact that NSI Retail was affiliated with the Adviser.
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, if any. 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 registered mutual funds compared with those associated with managing assets of other types of clients, including non-mutual fund clients, such as institutional separate accounts.
As applicable, the Board also noted the Adviser’s representation that the services provided to each Fund are not duplicative of the advisory services provided to the underlying funds in which the Funds may invest and that the Adviser voluntarily waives each Fund’s management fee with respect to the amount of its net assets invested in an underlying affiliated fund.
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 Advisory Agreement and to the Sub-Advisers under the Sub-Advisory Agreements with respect to each of the Funds were reasonable.
Profitability
The Board received and considered information concerning the Adviser’s costs of sponsoring the Funds and the profitability to the Adviser and its respective affiliates from providing services to the Funds. The Board noted that the levels of profitability may be affected by numerous factors. 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 was a less relevant factor with respect to the Board’s consideration of the Sub-Advisory Agreements.
Based on its review, the Board determined that the profits reported by the Advisers from services being provided to the Funds, if any, were not excessive.
Economies of Scale
The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to each Fund as the Funds grew. The Board considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. The Board also took into account management’s discussion of the Funds’ fee structures. The Board also considered the effect of each Fund’s growth in size on its performance and fees and that, if the Fund’s assets increase over time, the Fund may realize other economies of scale. The Independent Trustees recognized that, because each Fund’s sub-advisory fees are paid by the Adviser, and not the Fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Advisory Agreement.
The Board concluded that, especially in light of the current stage of development of the Funds, 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. The Board noted that ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in the Adviser’s business as a result of their relationships with the Funds. In addition, the Board considered the potential benefits, other than sub-advisory 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 above, the Board did not find that any ancillary benefits that may be received by the Adviser and the Sub-Advisers and their respective affiliates to be unreasonable.
North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Conclusion
At the Meeting, after considering the above-described material factors and based on its robust deliberations and its evaluation of the information described above, and assisted by the advice of independent counsel, the Board, including the Independent Trustees, concluded that the approval of the renewal and continuation of the Agreements with respect to each Fund was in the best interest of each respective Fund and its shareholders.
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North Square Funds
Adviser
North Square Investments, LLC
10 South LaSalle Street, Suite 1925
Chicago, Illinois 60603
Investment Sub-Adviser | Investment Sub-Adviser |
Advisory Research, Inc. | Red Cedar Investment Management, LLC |
Two Prudential Plaza | 333 Bridge Street NW, Suite 601 |
180 North Stetson Avenue, Suite 5500 | Grand Rapids, Michigan 49504 |
Chicago, Illinois 60601 | |
| |
| |
Investment Sub-Adviser | Investment Sub-Adviser |
Altrinsic Global Advisors, LLC | CSM Advisors, LLC |
8 Sound Shore Drive, 3rd Floor | One Gateway Center, 8th Floor |
Greenwich, Connecticut 06830 | Pittsburgh, Pennsylvania 15222 |
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
Fund Administrator, Transfer Agent and Fund Accountant
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Custodian
U.S. Bank, N.A.
1555 North RiverCenter Drive, Suite 300
Milwaukee, Wisconsin 53212
Distributor
Foreside Fund Services, LLC a wholly-owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group)
Three Canal Plaza, Suite 100
Portland, Maine 04101
www.foreside.com
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
On March 22, 2024, the Audit Committee of the Board of Trustees approved the engagement of Cohen and Company, Ltd. (“Cohen”) to serve as the independent registered public accounting firm for Fort Pitt Capital Total Return Fund for the fiscal year ending October 31, 2024, in replacement of Tait Weller & Baker LLP (“Tait”) which served previously as the independent registered public accounting firm for Fort Pitt Capital Total Return Fund. Having been notified of the Audit Committee’s intention to make this change, Tait resigned as the independent registered public accounting firm of Fort Pitt Capital Total Return Fund.
The report of Tait on the financial statements of Fort Pitt Capital Total Return Fund as of and for the fiscal year ended October 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During such fiscal year, and during the subsequent interim period ended April 30, 2024: (i) there were no disagreements between the Trust and Tait on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tait, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of Fort Pitt Capital Total Return Fund for such year; and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
During the fiscal year ended October 31, 2023, and during the subsequent interim period ended April 30, 2024, neither the Trust, nor anyone acting on its behalf, consulted with Cohen on behalf of the Funds regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Funds’ financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The registrant requested that Tait furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Tait agrees with the above statements. A copy of the letter from Tait to the Securities and Exchange Commission is filed as an exhibit hereto.
EXHIBIT TO EX-99.IND PUB ACCT OF FORM N-CSR
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
None.
Item 16. Controls and Procedures.
| (a) | The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Item 19. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Exchange Place Advisors Trust | |
| | |
By (Signature and Title) | /s/ Ian Martin | |
| Ian Martin, President and Principal Executive Officer | |
| | |
Date | 1/10/2025 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ Ian Martin | |
| Ian Martin, President and Principal Executive Officer | |
| | |
Date | 1/10/2025 | | |
By (Signature and Title) | /s/ Zachary P. Richmond | |
| Zachary P. Richmond, Treasurer and Principal Financial Officer | |
| | |
Date | 1/10/2025 | | |