|
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
| Form N-CEN Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CEN ANNUAL REPORT FOR REGISTERED INVESTMENT COMPANIES | OMB APPROVAL |
| OMB Number: 3235-0729 Estimated average burden hours per response: 19.04 |
| All? | ☒ |
| a. Report for period ending: | 2022-08-31 |
| b. Does this report cover a period of less than 12 months? | ☐ Yes ☒ No |
| a. Full name of Registrant | RBB Fund Trust |
|
b. Investment Company Act file number ( e.g., 811-) | 811-23011 |
| c. CIK | 0001618627 |
| d. LEI | 549300LEC95RYURPL757 |
| a. Street 1 | 615 East Michigan Street |
| Street 2 | |
| b. City | Milwaukee |
| c. State, if applicable |
WISCONSIN
|
| d. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| e. Zip code and zip code extension, or foreign postal code | 53202 |
| f. Telephone number (including country code if foreign) | 414-765-5366 |
| g. Public Website, if any | www.penncapitalfunds.com |
| Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section. |
| Location books Record |
Name of person (e.g., a custodian of records) | Telephone | Address | Briefly describe books and records kept at this location |
|---|---|---|---|---|
| #1 | U.S. BANCORP FUND SERVICES, LLC | 18336121912 | 615 EAST MICHIGAN STREET Suite 302 MILWAUKEE, WISCONSIN 53202 UNITED STATES OF AMERICA | Fund administrator fund accountant and transfer agent records |
| #2 | U.S. BANK, NATIONAL ASSOCIATION CUSTODY OPERATIONS | 18336121912 | 1555 NORTH RIVERCENTER DRIVE SUITE 302 MILWAUKEE, WISCONSIN 53212-3958 UNITED STATES OF AMERICA | Fund Custody Records |
| #3 | Foreside Funds Distributors LLC | 2075537111 | Three Canal Plaza 3rd Floor Portland, MAINE 04101 UNITED STATES OF AMERICA | Fund Distributor Records |
| #4 | Penn Capital Management Company LLC | 2153021500 | 1200 Intrepid Ave Suite 400 Philadelphia, PENNSYLVANIA 19112 UNITED STATES OF AMERICA | Investment Adviser records |
| #5 | Faegre Drinker Biddle & Reath | 2159882700 | One Logan Square Suite 2000 Philadelphia, PENNSYLVANIA 19103 UNITED STATES OF AMERICA | Legal Records |
| #6 | Tait Weller & Baker LLP | 2159798800 | 50 South 16th Street Suite 2900 Philadelphia, PENNSYLVANIA 19102 UNITED STATES OF AMERICA | Public accountant records |
| Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form. |
| a. Is this the first filing on this form by the Registrant? | ☐ Yes ☒ No |
| b. Is this the last filing on this form by the Registrant? | ☐ Yes ☒ No |
| Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services. In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically. |
| Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar. |
| a. Is the Registrant part of a family of investment companies? | ☐ Yes ☒ No |
| Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act). |
| a. Indicate the classification of the Registrant by checking the applicable item | ☒
a. Open-end management investment company registered under the Act on Form N-1A
☐ b. Closed-end management investment company registered under the Act on Form N-2 ☐ c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3 ☐ d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4 ☐ e. Small business investment company registered under the Act on Form N-5 ☐ f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6 ☐ g. Unit investment trust registered under the Act on Form N-8B-2 |
| i. Total number of Series of the Registrant | 5 |
| ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information: |
| Terminated Organization Record | Name of the Series | Series identification number | Date of termination (month/year) |
|---|---|---|---|
| — | — | — | — |
| a. Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")? | ☒ Yes ☐ No |
| a. Provide the information requested below about each person serving as director of the Registrant (management investment companies only): |
| Director Record | Full Name | CRD number, if any | Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))? | Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-): |
|---|---|---|---|---|
| #1 | Julian A. Brodsky | N/A | No | 811-05518 |
| #2 | Gregory P. Chandler | N/A | No | 811-05518 |
| #3 | Nicholas A. Giordano | N/A | No | 811-05518 |
| #4 | Arnold M. Reichman | N/A | No | 811-21940 811-05518 |
| #5 | Robert Sablowsky | 000408620 | Yes | 811-05518 |
| #6 | Brian T. Shea | 001176298 | No | 811-05518 |
| #7 | Lisa A. Dolly | 001895627 | No | 811-05518 |
| #8 | Robert A. Straniere | N/A | No | 811-05518 |
| a. Provide the information requested below about each person serving as chief compliance officer (CCO) of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1): |
| Chief compliance officer Record | Full Name | CRD Number, if any | Telephone | Address | Has the CCO changed since the last filing? | If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide: |
|---|---|---|---|---|---|---|
| #1 | Salvatore Faia, JD | N/A | XXXXXX | Vigilant Comp LLC, Gateway Corp Cen Ste 216, 223 Wilmington W Chester Pike Chadds Ford, PENNSYLVANIA 19317 UNITED STATES OF AMERICA | No |
|
| Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters. |
| a. Were any matters submitted by the Registrant for its security holders' vote during the reporting period? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities. |
| a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period? | ☐ Yes ☒ No |
| b. Has any proceeding previously reported been terminated? | ☐ Yes ☒ No |
| a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period? | ☐ Yes ☒ No |
| a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else? | ☒ Yes ☐ No |
| i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. |
| a. Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period? | ☐ Yes ☒ No |
| a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act? | ☐ Yes ☒ No |
| a. Provide the information requested below about each principal underwriter: |
| Principal underwriter Record | Full Name | SEC file number (e.g., 8-) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor? |
|---|---|---|---|---|---|---|---|
| #1 | Foreside Funds Distributors LLC | 8-32480 | 000031334 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. Have any principal underwriters been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each independent public accountant: |
| Public accountant Record | Full Name | PCAOB Number | LEI, if any | State, if applicable | Foreign country, if applicable |
|---|---|---|---|---|---|
| #1 | Tait, Weller & Baker LLP | 00445 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA |
| b. Has the independent public accountant changed since the last filing? | ☐ Yes ☒ No |
| Instruction. Small business investment companies are not required to respond to this item. |
| a. For the reporting period, did an independent public accountant's report on internal control note any material weaknesses? | ☐ Yes ☒ No |
| a. For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements? | ☐ Yes ☒ No |
| Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category. |
| a. Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period? | ☐ Yes ☒ No |
| a. Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported? | ☐ Yes ☒ No |
| a. During the reporting period, were any payments made to shareholders or shareholder accounts reprocessed as a result of an error in calculating the Registrant's net asset value (or net asset value per share)? | ☐ Yes ☒ No |
| a. During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)? | ☐ Yes ☒ No |
| Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below. |
| Management Investment Record: 1 |
| a. Full Name of the Fund | Penn Capital Mid Cap Core Fund |
| b. Series identication number, if any | S000048026 |
| c. LEI | 549300YDOCIBESP5BP32 |
| d. Is this the first filing on this form by the Fund? | ☐ Yes ☒ No |
| a. How many Classes of shares of the Fund (if any) are authorized? | 1 |
| b. How many new Classes of shares of the Fund were added during the reporting period? | 0 |
| c. How many Classes of shares of the Fund were terminated during the reporting period? | 0 |
| d. For each Class with shares outstanding, provide the information requested below: |
| Shares Outstanding Record | Full name of Class | Class identification number, if any | Ticker symbol, if any |
|---|---|---|---|
| #1 | Institutional Class | C000151486 | PSMPX |
| Instructions: 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy. |
| a. Indicate if the Fund is any one of the types listed. Check all that apply. |
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
☐ i. Exchange-Traded Fund ☐ ii. Exchange-Traded Managed Fund ☐ b. Index Fund ☐ c. Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark ☐ d. Interval Fund ☐ e. Fund of Funds ☐ f. Master-Feeder Fund ☐ g. Money Market Fund ☐ h. Target Date Fund ☐ i. Underlying fund to a variable annuity or variable life insurance contract ☒ N/A |
| a. Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))? | ☐ Yes ☒ No |
| Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957]. |
| a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer. |
| a. Is the Fund authorized to engage in securities lending transactions? | ☐ Yes ☒ No |
| b. Did the Fund lend any of its securities during the reporting period? | ☐ Yes ☒ No |
| c. Provide the information requested below about each securities lending agent, if any, retained by the Fund: |
| Securities Lending Record | Full name of securities lending agent | LEI, if any | Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund? | Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent? | — | — | — | — | — |
|---|
| d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager: |
| Collateral Managers Record | Full name of cash collateral manager | LEI, if any | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund? | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund? | — | — | — | — | — |
|---|
| e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply): | ☐
i. Revenue sharing split
☐ ii. Non-revenue sharing split (other than administrative fee) ☐ iii. Administrative fee ☐ iv. Cash collateral reinvestment fee ☐ v. Indemnification fee ☐ vi. Other ☒ N/A |
| f. Provide the monthly average of the value of portfolio securities on loan during the reporting period | N/A |
| g. Provide the net income from securities lending activities | N/A |
| a. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply) | ☐
a. Rule 10f-3 (17 CFR 270.10f-3)
☐ b. Rule 12d1-1 (17 CFR 270.12d1-1) ☐ c. Rule 15a-4 (17 CFR 270.15a-4) ☐ d. Rule 17a-6 (17 CFR 270.17a-6) ☐ e. Rule 17a-7 (17 CFR 270.17a-7) ☐ f. Rule 17a-8 (17 CFR 270.17a-8) ☐ g. Rule 17e-1 (17 CFR 270.17e-1) ☐ h. Rule 22d-1 (17 CFR 270.22d-1) ☐ i. Rule 23c-1 (17 CFR 270.23c-1) ☒ j. Rule 32a-4 (17 CFR 270.32a-4) ☐ k. Rule 6c-11 (17 CFR 270.6c-11) ☐ l. Rule 12d1-4 (17 CFR 270.12d1-4) ☐ m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) ☐ n. Rule 18f-4 (17 CFR 270.18f-4) ☐
i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4)
program requirement and limit on fund leverage risk under
rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?
☐
N/A
☐ ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))? ☐ iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))? ☐ iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))? ☐ v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))? ☐ vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))? |
| Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase. |
| a. Did the Fund have an expense limitation arrangement in place during the reporting period? | ☒ Yes ☐ No |
| b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period? | ☒ Yes ☐ No |
| c. Are the fees waived subject to recoupment? | ☒ Yes ☐ No |
| d. Were any expenses previously waived recouped during the period? | ☐ Yes ☒ No |
| a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Was the investment adviser hired during the reporting period? |
|---|---|---|---|---|---|---|
| Investment Advisers Record: 1 | ||||||
| Penn Capital Management Company LLC | 801-31452 | 000105081 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| c. For each sub-adviser to the Fund, provide the information requested: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the sub-adviser an affiliated person of the Fund's investment adviser(s)? | Was the sub-adviser hired during the reporting period? | — | — | — | — | — | — | — | — |
|---|
| d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| a. Provide the following information about each person providing transfer agency services to the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | LEI, if any | State, if applicable | Foreign country, if applicable | Is the transfer agent an affiliated person of the Fund or its investment adviser(s)? | Is the transfer agent a sub-transfer agent? |
|---|---|---|---|---|---|---|
| Transfer Agents Record: 1 | ||||||
| U.S. Bancorp Fund Services LLC | 85-11357 | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a transfer agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided pricing services to the Fund during the reporting period: |
| Pricing Services Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the pricing service an affiliated person of the Fund or its investment adviser(s)? |
|---|---|---|---|---|---|
| #1 | Intercontinental Exchange, Inc. | 5493000F4ZO33MV32P92 | GEORGIA | UNITED STATES OF AMERICA | No |
| b. Was a pricing service hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided custodial services to the Fund during the reporting period: |
| Custodians Record | Full name | LEI, if any | State, if applicable | Foreign country, if applicable | Is the custodian an affiliated person of the Fund or its investment adviser(s)? | Is the custodian a sub-custodian? |
Type of custody (describe if "Other") |
|---|---|---|---|---|---|---|---|
| #1 | U.S. Bank National Association | 6BYL5QZYBDK8S7L73M02 | OHIO | UNITED STATES OF AMERICA | No | No | Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) |
| b. Has a custodian been hired or terminated during the reporting period?* | ☐ Yes ☒ No |
| a. Provide the following information about each shareholder servicing agent of the Fund: |
| Shareholder Servicing Agents Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)? | Is the shareholder servicing agent a sub-shareholder servicing agent? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a shareholder servicing agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each administrator of the Fund: |
| Administrators Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the administrator an affiliated person of the Fund or its investment adviser(s)? | Is the administrator a sub-administrator? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a third-party administrator been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each affiliated broker-dealer: |
| Broker Dealers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total commissions paid to the affiliated broker-dealer for the reporting period | — | — | — | — | — | — | — | — |
|---|
| Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers. |
| a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below: |
| Brokers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Gross commissions paid by the Fund for the reporting period |
|---|---|---|---|---|---|---|---|
| #1 | INSTINET LLC | 8-23669 | 000007897 | 549300MGMN3RKMU8FT57 | NEW YORK | UNITED STATES OF AMERICA | 4,249.080000000000 |
| #2 | COWEN EXECUTION SERVICES LLC | 8-46838 | 000035693 | 5493005RJDJD18OPUP27 | NEW YORK | UNITED STATES OF AMERICA | 4,019.660000000000 |
| #3 | JEFFERIES LLC | 8-15074 | 000002347 | 58PU97L1C0WSRCWADL48 | NEW YORK | UNITED STATES OF AMERICA | 3,278.580000000000 |
| #4 | ABEL NOSER LLC. | 8-69809 | 000284714 | 549300UQY3DBDP2Y2N55 | NEW YORK | UNITED STATES OF AMERICA | 1,157.450000000000 |
| #5 | JONESTRADING INSTITUTIONAL SERVICES LLC | 8-26089 | 000006888 | 2138008JJ5PA8H5UIL69 | CALIFORNIA | UNITED STATES OF AMERICA | 989.260000000000 |
| #6 | CANTOR FITZGERALD & CO. | 8-201 | 000000134 | 5493004J7H4GCPG6OB62 | NEW YORK | UNITED STATES OF AMERICA | 478.840000000000 |
| #7 | BARCLAYS CAPITAL INC. | 8-41342 | 000019714 | AC28XWWI3WIBK2824319 | NEW YORK | UNITED STATES OF AMERICA | 162.030000000000 |
| #8 | RAYMOND JAMES & ASSOCIATES INC. | 8-10999 | 000000705 | U4ONQX15J3RO8XCKE979 | FLORIDA | UNITED STATES OF AMERICA | 117.180000000000 |
| #9 | NEEDHAM & COMPANY LLC | 8-33772 | 000016360 | 254900J2GFQ4J4NK1J89 | NEW YORK | UNITED STATES OF AMERICA | 95.830000000000 |
| #10 | KEYBANC CAPITAL MARKETS INC. | 8-30177 | 000000566 | 2EQWV0180Z211YVAD813 | OHIO | UNITED STATES OF AMERICA | 48.720000000000 |
| b. Aggregate brokerage commissions paid by Fund during the reporting period: | 14,596.630000000000 |
| a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below: |
| Principal Transactions Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total value of purchases and sales (excluding maturing securities) with Fund |
|---|---|---|---|---|---|---|---|
| #1 | COWEN EXECUTION SERVICES LLC | 8-46838 | 000035693 | 5493005RJDJD18OPUP27 | NEW YORK | UNITED STATES OF AMERICA | 114,648.000000000000 |
| b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period: | 114,648.000000000000 |
| a. During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)? | ☒ Yes ☐ No |
| a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period | 16,923,365.391000000000 |
| b. Provide the money market fund's daily average net assets during the reporting period |
| For open-end management investment companies, respond to the following: |
| a. Does the Fund have available a line of credit? | ☒ Yes ☐ No |
| i. If yes, for each line of credit, provide the information requested below: |
| Line of Credit Details Record: 1 |
| i. Is the line of credit a committed or uncommitted line of credit? | ☐ Committed ☒ Uncommitted |
| ii. What size is the line of credit? | 10,000,000.000000000000 |
| iii. With which institution(s) is the line of credit? |
|
| iv. Is the line of credit just for the Fund, or is it shared among multiple funds? | ☐ Sole ☒ Shared |
| 1. If shared, list the names of other funds that may use the line of credit. |
| Shared Credit Users Record | Name of fund | SEC File number(e.g., 811-) |
|---|---|---|
| #1 | Penn Capital Special Situations Small Cap Equity Fund | 811-23011 |
| #2 | Penn Capital Opportunistic High Income Fund | 811-23011 |
| #3 | Penn Capital Floating Rate Income Fund | 811-23011 |
| #4 | Penn Capital Short Duration High Income Fund | 811-23011 |
| v. Did the Fund draw on the line of credit this period? | ☒ Yes ☐ No |
| vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? | 3,652.000000000000 |
| vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use? | 4 |
| b. Did the Fund engage in interfund lending? | ☐ Yes ☒ No |
| c. Did the Fund engage in interfund borrowing? | ☐ Yes ☒ No |
| For open-end management investment companies, respond to the following: |
| a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing? | ☐ Yes ☒ No |
| Management Investment Record: 2 |
| a. Full Name of the Fund | Penn Capital Special Situations Small Cap Equity Fund |
| b. Series identication number, if any | S000048027 |
| c. LEI | 54930055H78RHJOE5C94 |
| d. Is this the first filing on this form by the Fund? | ☐ Yes ☒ No |
| a. How many Classes of shares of the Fund (if any) are authorized? | 1 |
| b. How many new Classes of shares of the Fund were added during the reporting period? | 0 |
| c. How many Classes of shares of the Fund were terminated during the reporting period? | 0 |
| d. For each Class with shares outstanding, provide the information requested below: |
| Shares Outstanding Record | Full name of Class | Class identification number, if any | Ticker symbol, if any |
|---|---|---|---|
| #1 | Institutional Class | C000151488 | PSCNX |
| Instructions: 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy. |
| a. Indicate if the Fund is any one of the types listed. Check all that apply. |
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
☐ i. Exchange-Traded Fund ☐ ii. Exchange-Traded Managed Fund ☐ b. Index Fund ☐ c. Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark ☐ d. Interval Fund ☐ e. Fund of Funds ☐ f. Master-Feeder Fund ☐ g. Money Market Fund ☐ h. Target Date Fund ☐ i. Underlying fund to a variable annuity or variable life insurance contract ☒ N/A |
| a. Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))? | ☐ Yes ☒ No |
| Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957]. |
| a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer. |
| a. Is the Fund authorized to engage in securities lending transactions? | ☐ Yes ☒ No |
| b. Did the Fund lend any of its securities during the reporting period? | ☐ Yes ☒ No |
| c. Provide the information requested below about each securities lending agent, if any, retained by the Fund: |
| Securities Lending Record | Full name of securities lending agent | LEI, if any | Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund? | Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent? | — | — | — | — | — |
|---|
| d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager: |
| Collateral Managers Record | Full name of cash collateral manager | LEI, if any | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund? | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund? | — | — | — | — | — |
|---|
| e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply): | ☐
i. Revenue sharing split
☐ ii. Non-revenue sharing split (other than administrative fee) ☐ iii. Administrative fee ☐ iv. Cash collateral reinvestment fee ☐ v. Indemnification fee ☐ vi. Other ☒ N/A |
| f. Provide the monthly average of the value of portfolio securities on loan during the reporting period | N/A |
| g. Provide the net income from securities lending activities | N/A |
| a. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply) | ☐
a. Rule 10f-3 (17 CFR 270.10f-3)
☐ b. Rule 12d1-1 (17 CFR 270.12d1-1) ☐ c. Rule 15a-4 (17 CFR 270.15a-4) ☐ d. Rule 17a-6 (17 CFR 270.17a-6) ☐ e. Rule 17a-7 (17 CFR 270.17a-7) ☐ f. Rule 17a-8 (17 CFR 270.17a-8) ☐ g. Rule 17e-1 (17 CFR 270.17e-1) ☐ h. Rule 22d-1 (17 CFR 270.22d-1) ☐ i. Rule 23c-1 (17 CFR 270.23c-1) ☒ j. Rule 32a-4 (17 CFR 270.32a-4) ☐ k. Rule 6c-11 (17 CFR 270.6c-11) ☐ l. Rule 12d1-4 (17 CFR 270.12d1-4) ☐ m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) ☐ n. Rule 18f-4 (17 CFR 270.18f-4) ☐
i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4)
program requirement and limit on fund leverage risk under
rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?
☐
N/A
☐ ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))? ☐ iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))? ☐ iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))? ☐ v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))? ☐ vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))? |
| Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase. |
| a. Did the Fund have an expense limitation arrangement in place during the reporting period? | ☒ Yes ☐ No |
| b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period? | ☒ Yes ☐ No |
| c. Are the fees waived subject to recoupment? | ☒ Yes ☐ No |
| d. Were any expenses previously waived recouped during the period? | ☐ Yes ☒ No |
| a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Was the investment adviser hired during the reporting period? |
|---|---|---|---|---|---|---|
| Investment Advisers Record: 1 | ||||||
| Penn Capital Management Company LLC | 801-31452 | 000105081 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| c. For each sub-adviser to the Fund, provide the information requested: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the sub-adviser an affiliated person of the Fund's investment adviser(s)? | Was the sub-adviser hired during the reporting period? | — | — | — | — | — | — | — | — |
|---|
| d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| a. Provide the following information about each person providing transfer agency services to the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | LEI, if any | State, if applicable | Foreign country, if applicable | Is the transfer agent an affiliated person of the Fund or its investment adviser(s)? | Is the transfer agent a sub-transfer agent? |
|---|---|---|---|---|---|---|
| Transfer Agents Record: 1 | ||||||
| U.S. Bancorp Fund Services LLC | 85-11357 | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a transfer agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided pricing services to the Fund during the reporting period: |
| Pricing Services Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the pricing service an affiliated person of the Fund or its investment adviser(s)? |
|---|---|---|---|---|---|
| #1 | Intercontinental Exchange, Inc. | 5493000F4ZO33MV32P92 | GEORGIA | UNITED STATES OF AMERICA | No |
| b. Was a pricing service hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided custodial services to the Fund during the reporting period: |
| Custodians Record | Full name | LEI, if any | State, if applicable | Foreign country, if applicable | Is the custodian an affiliated person of the Fund or its investment adviser(s)? | Is the custodian a sub-custodian? |
Type of custody (describe if "Other") |
|---|---|---|---|---|---|---|---|
| #1 | U.S. Bank National Association | 6BYL5QZYBDK8S7L73M02 | OHIO | UNITED STATES OF AMERICA | No | No | Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) |
| b. Has a custodian been hired or terminated during the reporting period?* | ☐ Yes ☒ No |
| a. Provide the following information about each shareholder servicing agent of the Fund: |
| Shareholder Servicing Agents Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)? | Is the shareholder servicing agent a sub-shareholder servicing agent? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a shareholder servicing agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each administrator of the Fund: |
| Administrators Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the administrator an affiliated person of the Fund or its investment adviser(s)? | Is the administrator a sub-administrator? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a third-party administrator been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each affiliated broker-dealer: |
| Broker Dealers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total commissions paid to the affiliated broker-dealer for the reporting period | — | — | — | — | — | — | — | — |
|---|
| Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers. |
| a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below: |
| Brokers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Gross commissions paid by the Fund for the reporting period |
|---|---|---|---|---|---|---|---|
| #1 | JONESTRADING INSTITUTIONAL SERVICES LLC | 8-26089 | 000006888 | 2138008JJ5PA8H5UIL69 | CALIFORNIA | UNITED STATES OF AMERICA | 13,592.490000000000 |
| #2 | COWEN EXECUTION SERVICES LLC | 8-46838 | 000035693 | 5493005RJDJD18OPUP27 | NEW YORK | UNITED STATES OF AMERICA | 6,793.330000000000 |
| #3 | ABEL NOSER LLC. | 8-69809 | 000284714 | 549300UQY3DBDP2Y2N55 | NEW YORK | UNITED STATES OF AMERICA | 6,415.900000000000 |
| #4 | INSTINET LLC | 8-23669 | 000007897 | 549300MGMN3RKMU8FT57 | NEW YORK | UNITED STATES OF AMERICA | 3,427.540000000000 |
| #5 | CANTOR FITZGERALD & CO. | 8-201 | 000000134 | 5493004J7H4GCPG6OB62 | NEW YORK | UNITED STATES OF AMERICA | 2,558.380000000000 |
| #6 | J.P. MORGAN SECURITIES LLC | 8-35008 | 000000079 | ZBUT11V806EZRVTWT807 | NEW YORK | UNITED STATES OF AMERICA | 1,334.280000000000 |
| #7 | RBC CAPITAL MARKETS LLC | 8-45411 | 000031194 | 549300LCO2FLSSVFFR64 | NEW YORK | UNITED STATES OF AMERICA | 1,032.830000000000 |
| #8 | MORGAN STANLEY & CO. LLC | 8-15869 | 000008209 | 9R7GPTSO7KV3UQJZQ078 | NEW YORK | UNITED STATES OF AMERICA | 940.790000000000 |
| #9 | OPPENHEIMER & CO. INC. | 8-4077 | 000000249 | 254900VH02JQR2L8XD64 | NEW YORK | UNITED STATES OF AMERICA | 918.410000000000 |
| #10 | CITIGROUP GLOBAL MARKETS INC. | 8-8177 | 000007059 | MBNUM2BPBDO7JBLYG310 | NEW YORK | UNITED STATES OF AMERICA | 899.640000000000 |
| b. Aggregate brokerage commissions paid by Fund during the reporting period: | 44,629.940000000000 |
| a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below: |
| Principal Transactions Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total value of purchases and sales (excluding maturing securities) with Fund |
|---|---|---|---|---|---|---|---|
| #1 | GOLDMAN SACHS & CO. LLC | 8-129 | 000000361 | FOR8UP27PHTHYVLBNG30 | NEW YORK | UNITED STATES OF AMERICA | 591,552.000000000000 |
| #2 | JEFFERIES LLC | 8-15074 | 000002347 | 58PU97L1C0WSRCWADL48 | NEW YORK | UNITED STATES OF AMERICA | 355,480.000000000000 |
| #3 | J.P. MORGAN SECURITIES LLC | 8-35008 | 000000079 | ZBUT11V806EZRVTWT807 | NEW YORK | UNITED STATES OF AMERICA | 303,472.000000000000 |
| #4 | MORGAN STANLEY & CO. LLC | 8-15869 | 000008209 | 9R7GPTSO7KV3UQJZQ078 | NEW YORK | UNITED STATES OF AMERICA | 90,090.000000000000 |
| #5 | MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED | 8-7221 | 000007691 | 8NAV47T0Y26Q87Y0QP81 | NEW YORK | UNITED STATES OF AMERICA | 85,780.000000000000 |
| #6 | COWEN EXECUTION SERVICES LLC | 8-46838 | 000035693 | 5493005RJDJD18OPUP27 | NEW YORK | UNITED STATES OF AMERICA | 84,036.000000000000 |
| #7 | JOHNSON RICE & COMPANY L.L.C. | 8-37567 | 000019524 | 5493002HOBQXDBY8GG36 | LOUISIANA | UNITED STATES OF AMERICA | 53,514.000000000000 |
| #8 | JONESTRADING INSTITUTIONAL SERVICES LLC | 8-26089 | 000006888 | 2138008JJ5PA8H5UIL69 | CALIFORNIA | UNITED STATES OF AMERICA | 49,671.000000000000 |
| #9 | ROTH CAPITAL PARTNERS LLC | 8-32129 | 000015407 | 549300FMF3TPT1HFRF48 | CALIFORNIA | UNITED STATES OF AMERICA | 44,750.000000000000 |
| #10 | BARCLAYS CAPITAL INC. | 8-41342 | 000019714 | AC28XWWI3WIBK2824319 | NEW YORK | UNITED STATES OF AMERICA | 43,008.000000000000 |
| b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period: | 1,784,484.000000000000 |
| a. During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)? | ☒ Yes ☐ No |
| a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period | 16,511,343.377000000000 |
| b. Provide the money market fund's daily average net assets during the reporting period |
| For open-end management investment companies, respond to the following: |
| a. Does the Fund have available a line of credit? | ☒ Yes ☐ No |
| i. If yes, for each line of credit, provide the information requested below: |
| Line of Credit Details Record: 1 |
| i. Is the line of credit a committed or uncommitted line of credit? | ☐ Committed ☒ Uncommitted |
| ii. What size is the line of credit? | 10,000,000.000000000000 |
| iii. With which institution(s) is the line of credit? |
|
| iv. Is the line of credit just for the Fund, or is it shared among multiple funds? | ☐ Sole ☒ Shared |
| 1. If shared, list the names of other funds that may use the line of credit. |
| Shared Credit Users Record | Name of fund | SEC File number(e.g., 811-) |
|---|---|---|
| #1 | Penn Capital Mid Cap Core Fund | 811-23011 |
| #2 | Penn Capital Opportunistic High Income Fund | 811-23011 |
| #3 | Penn Capital Floating Rate Income Fund | 811-23011 |
| #4 | Penn Capital Short Duration High Income Fund | 811-23011 |
| v. Did the Fund draw on the line of credit this period? | ☒ Yes ☐ No |
| vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? | 3,816.000000000000 |
| vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use? | 6 |
| b. Did the Fund engage in interfund lending? | ☐ Yes ☒ No |
| c. Did the Fund engage in interfund borrowing? | ☐ Yes ☒ No |
| For open-end management investment companies, respond to the following: |
| a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing? | ☐ Yes ☒ No |
| Management Investment Record: 3 |
| a. Full Name of the Fund | Penn Capital Opportunistic High Income Fund |
| b. Series identication number, if any | S000048028 |
| c. LEI | 549300IQSBHNJEBFAE70 |
| d. Is this the first filing on this form by the Fund? | ☐ Yes ☒ No |
| a. How many Classes of shares of the Fund (if any) are authorized? | 1 |
| b. How many new Classes of shares of the Fund were added during the reporting period? | 0 |
| c. How many Classes of shares of the Fund were terminated during the reporting period? | 0 |
| d. For each Class with shares outstanding, provide the information requested below: |
| Shares Outstanding Record | Full name of Class | Class identification number, if any | Ticker symbol, if any |
|---|---|---|---|
| #1 | Institutional Class | C000151490 | PHYNX |
| Instructions: 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy. |
| a. Indicate if the Fund is any one of the types listed. Check all that apply. |
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
☐ i. Exchange-Traded Fund ☐ ii. Exchange-Traded Managed Fund ☐ b. Index Fund ☐ c. Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark ☐ d. Interval Fund ☐ e. Fund of Funds ☐ f. Master-Feeder Fund ☐ g. Money Market Fund ☐ h. Target Date Fund ☐ i. Underlying fund to a variable annuity or variable life insurance contract ☒ N/A |
| a. Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))? | ☐ Yes ☒ No |
| Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957]. |
| a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer. |
| a. Is the Fund authorized to engage in securities lending transactions? | ☐ Yes ☒ No |
| b. Did the Fund lend any of its securities during the reporting period? | ☐ Yes ☒ No |
| c. Provide the information requested below about each securities lending agent, if any, retained by the Fund: |
| Securities Lending Record | Full name of securities lending agent | LEI, if any | Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund? | Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent? | — | — | — | — | — |
|---|
| d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager: |
| Collateral Managers Record | Full name of cash collateral manager | LEI, if any | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund? | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund? | — | — | — | — | — |
|---|
| e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply): | ☐
i. Revenue sharing split
☐ ii. Non-revenue sharing split (other than administrative fee) ☐ iii. Administrative fee ☐ iv. Cash collateral reinvestment fee ☐ v. Indemnification fee ☐ vi. Other ☒ N/A |
| f. Provide the monthly average of the value of portfolio securities on loan during the reporting period | N/A |
| g. Provide the net income from securities lending activities | N/A |
| a. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply) | ☐
a. Rule 10f-3 (17 CFR 270.10f-3)
☐ b. Rule 12d1-1 (17 CFR 270.12d1-1) ☐ c. Rule 15a-4 (17 CFR 270.15a-4) ☐ d. Rule 17a-6 (17 CFR 270.17a-6) ☐ e. Rule 17a-7 (17 CFR 270.17a-7) ☐ f. Rule 17a-8 (17 CFR 270.17a-8) ☐ g. Rule 17e-1 (17 CFR 270.17e-1) ☐ h. Rule 22d-1 (17 CFR 270.22d-1) ☐ i. Rule 23c-1 (17 CFR 270.23c-1) ☒ j. Rule 32a-4 (17 CFR 270.32a-4) ☐ k. Rule 6c-11 (17 CFR 270.6c-11) ☐ l. Rule 12d1-4 (17 CFR 270.12d1-4) ☐ m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) ☐ n. Rule 18f-4 (17 CFR 270.18f-4) ☐
i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4)
program requirement and limit on fund leverage risk under
rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?
☐
N/A
☐ ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))? ☐ iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))? ☐ iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))? ☐ v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))? ☐ vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))? |
| Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase. |
| a. Did the Fund have an expense limitation arrangement in place during the reporting period? | ☒ Yes ☐ No |
| b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period? | ☒ Yes ☐ No |
| c. Are the fees waived subject to recoupment? | ☒ Yes ☐ No |
| d. Were any expenses previously waived recouped during the period? | ☐ Yes ☒ No |
| a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Was the investment adviser hired during the reporting period? |
|---|---|---|---|---|---|---|
| Investment Advisers Record: 1 | ||||||
| Penn Capital Management Company LLC | 801-31452 | 000105081 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| c. For each sub-adviser to the Fund, provide the information requested: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the sub-adviser an affiliated person of the Fund's investment adviser(s)? | Was the sub-adviser hired during the reporting period? | — | — | — | — | — | — | — | — |
|---|
| d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| a. Provide the following information about each person providing transfer agency services to the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | LEI, if any | State, if applicable | Foreign country, if applicable | Is the transfer agent an affiliated person of the Fund or its investment adviser(s)? | Is the transfer agent a sub-transfer agent? |
|---|---|---|---|---|---|---|
| Transfer Agents Record: 1 | ||||||
| U.S. Bancorp Fund Services LLC | 85-11357 | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a transfer agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided pricing services to the Fund during the reporting period: |
| Pricing Services Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the pricing service an affiliated person of the Fund or its investment adviser(s)? |
|---|---|---|---|---|---|
| #1 | Intercontinental Exchange, Inc. | 5493000F4ZO33MV32P92 | GEORGIA | UNITED STATES OF AMERICA | No |
| #2 | IHS Markit Ltd. | 549300HLPTRASHS0E726 | BERMUDA | No |
| b. Was a pricing service hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided custodial services to the Fund during the reporting period: |
| Custodians Record | Full name | LEI, if any | State, if applicable | Foreign country, if applicable | Is the custodian an affiliated person of the Fund or its investment adviser(s)? | Is the custodian a sub-custodian? |
Type of custody (describe if "Other") |
|---|---|---|---|---|---|---|---|
| #1 | U.S. Bank National Association | 6BYL5QZYBDK8S7L73M02 | OHIO | UNITED STATES OF AMERICA | No | No | Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) |
| b. Has a custodian been hired or terminated during the reporting period?* | ☐ Yes ☒ No |
| a. Provide the following information about each shareholder servicing agent of the Fund: |
| Shareholder Servicing Agents Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)? | Is the shareholder servicing agent a sub-shareholder servicing agent? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a shareholder servicing agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each administrator of the Fund: |
| Administrators Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the administrator an affiliated person of the Fund or its investment adviser(s)? | Is the administrator a sub-administrator? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a third-party administrator been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each affiliated broker-dealer: |
| Broker Dealers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total commissions paid to the affiliated broker-dealer for the reporting period | — | — | — | — | — | — | — | — |
|---|
| Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers. |
| a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below: |
| Brokers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Gross commissions paid by the Fund for the reporting period | — | — | — | — | — | — | — | — |
|---|
| b. Aggregate brokerage commissions paid by Fund during the reporting period: | 0.000000000000 |
| a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below: |
| Principal Transactions Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total value of purchases and sales (excluding maturing securities) with Fund |
|---|---|---|---|---|---|---|---|
| #1 | CITIGROUP GLOBAL MARKETS INC. | 8-8177 | 000007059 | MBNUM2BPBDO7JBLYG310 | NEW YORK | UNITED STATES OF AMERICA | 2,788,729.000000000000 |
| #2 | J.P. MORGAN SECURITIES LLC | 8-35008 | 000000079 | ZBUT11V806EZRVTWT807 | NEW YORK | UNITED STATES OF AMERICA | 2,669,415.000000000000 |
| #3 | GOLDMAN SACHS & CO. LLC | 8-129 | 000000361 | FOR8UP27PHTHYVLBNG30 | NEW YORK | UNITED STATES OF AMERICA | 2,125,942.000000000000 |
| #4 | BOFA SECURITIES INC. | 8-69787 | 000283942 | 549300HN4UKV1E2R3U73 | NEW YORK | UNITED STATES OF AMERICA | 2,105,594.000000000000 |
| #5 | BARCLAYS CAPITAL INC. | 8-41342 | 000019714 | AC28XWWI3WIBK2824319 | NEW YORK | UNITED STATES OF AMERICA | 1,938,350.000000000000 |
| #6 | JEFFERIES LLC | 8-15074 | 000002347 | 58PU97L1C0WSRCWADL48 | NEW YORK | UNITED STATES OF AMERICA | 1,697,048.000000000000 |
| #7 | MORGAN STANLEY & CO. LLC | 8-15869 | 000008209 | 9R7GPTSO7KV3UQJZQ078 | NEW YORK | UNITED STATES OF AMERICA | 1,307,855.000000000000 |
| #8 | ROBERT W. BAIRD & CO. INCORPORATED | 8-497 | 000008158 | 549300772UJAHRD6LO53 | WISCONSIN | UNITED STATES OF AMERICA | 1,195,295.000000000000 |
| #9 | WELLS FARGO SECURITIES LLC | 8-65876 | 000126292 | VYVVCKR63DVZZN70PB21 | NORTH CAROLINA | UNITED STATES OF AMERICA | 989,011.000000000000 |
| #10 | RBC CAPITAL MARKETS LLC | 8-45411 | 000031194 | 549300LCO2FLSSVFFR64 | NEW YORK | UNITED STATES OF AMERICA | 871,032.000000000000 |
| b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period: | 25,988,026.000000000000 |
| a. During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)? | ☐ Yes ☒ No |
| a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period | 19,141,510.519000000000 |
| b. Provide the money market fund's daily average net assets during the reporting period |
| For open-end management investment companies, respond to the following: |
| a. Does the Fund have available a line of credit? | ☒ Yes ☐ No |
| i. If yes, for each line of credit, provide the information requested below: |
| Line of Credit Details Record: 1 |
| i. Is the line of credit a committed or uncommitted line of credit? | ☐ Committed ☒ Uncommitted |
| ii. What size is the line of credit? | 10,000,000.000000000000 |
| iii. With which institution(s) is the line of credit? |
|
| iv. Is the line of credit just for the Fund, or is it shared among multiple funds? | ☐ Sole ☒ Shared |
| 1. If shared, list the names of other funds that may use the line of credit. |
| Shared Credit Users Record | Name of fund | SEC File number(e.g., 811-) |
|---|---|---|
| #1 | Penn Capital Mid Cap Core Fund | 811-23011 |
| #2 | Penn Capital Special Situations Small Cap Equity Fund | 811-23011 |
| #3 | Penn Capital Floating Rate Income Fund | 811-23011 |
| #4 | Penn Capital Short Duration High Income Fund | 811-23011 |
| v. Did the Fund draw on the line of credit this period? | ☐ Yes ☒ No |
| b. Did the Fund engage in interfund lending? | ☐ Yes ☒ No |
| c. Did the Fund engage in interfund borrowing? | ☐ Yes ☒ No |
| For open-end management investment companies, respond to the following: |
| a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing? | ☐ Yes ☒ No |
| Management Investment Record: 4 |
| a. Full Name of the Fund | Penn Capital Floating Rate Income Fund |
| b. Series identication number, if any | S000048029 |
| c. LEI | 5493006C00G7QMAXMX22 |
| d. Is this the first filing on this form by the Fund? | ☐ Yes ☒ No |
| a. How many Classes of shares of the Fund (if any) are authorized? | 1 |
| b. How many new Classes of shares of the Fund were added during the reporting period? | 0 |
| c. How many Classes of shares of the Fund were terminated during the reporting period? | 0 |
| d. For each Class with shares outstanding, provide the information requested below: |
| Shares Outstanding Record | Full name of Class | Class identification number, if any | Ticker symbol, if any |
|---|---|---|---|
| #1 | Institutional Class | C000151492 | PFRNX |
| Instructions: 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy. |
| a. Indicate if the Fund is any one of the types listed. Check all that apply. |
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
☐ i. Exchange-Traded Fund ☐ ii. Exchange-Traded Managed Fund ☐ b. Index Fund ☐ c. Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark ☐ d. Interval Fund ☐ e. Fund of Funds ☐ f. Master-Feeder Fund ☐ g. Money Market Fund ☐ h. Target Date Fund ☐ i. Underlying fund to a variable annuity or variable life insurance contract ☒ N/A |
| a. Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))? | ☐ Yes ☒ No |
| Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957]. |
| a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer. |
| a. Is the Fund authorized to engage in securities lending transactions? | ☐ Yes ☒ No |
| b. Did the Fund lend any of its securities during the reporting period? | ☐ Yes ☒ No |
| c. Provide the information requested below about each securities lending agent, if any, retained by the Fund: |
| Securities Lending Record | Full name of securities lending agent | LEI, if any | Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund? | Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent? | — | — | — | — | — |
|---|
| d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager: |
| Collateral Managers Record | Full name of cash collateral manager | LEI, if any | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund? | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund? | — | — | — | — | — |
|---|
| e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply): | ☐
i. Revenue sharing split
☐ ii. Non-revenue sharing split (other than administrative fee) ☐ iii. Administrative fee ☐ iv. Cash collateral reinvestment fee ☐ v. Indemnification fee ☐ vi. Other ☒ N/A |
| f. Provide the monthly average of the value of portfolio securities on loan during the reporting period | N/A |
| g. Provide the net income from securities lending activities | N/A |
| a. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply) | ☐
a. Rule 10f-3 (17 CFR 270.10f-3)
☐ b. Rule 12d1-1 (17 CFR 270.12d1-1) ☐ c. Rule 15a-4 (17 CFR 270.15a-4) ☐ d. Rule 17a-6 (17 CFR 270.17a-6) ☐ e. Rule 17a-7 (17 CFR 270.17a-7) ☐ f. Rule 17a-8 (17 CFR 270.17a-8) ☐ g. Rule 17e-1 (17 CFR 270.17e-1) ☐ h. Rule 22d-1 (17 CFR 270.22d-1) ☐ i. Rule 23c-1 (17 CFR 270.23c-1) ☒ j. Rule 32a-4 (17 CFR 270.32a-4) ☐ k. Rule 6c-11 (17 CFR 270.6c-11) ☐ l. Rule 12d1-4 (17 CFR 270.12d1-4) ☐ m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) ☐ n. Rule 18f-4 (17 CFR 270.18f-4) ☐
i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4)
program requirement and limit on fund leverage risk under
rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?
☐
N/A
☐ ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))? ☐ iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))? ☐ iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))? ☐ v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))? ☐ vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))? |
| Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase. |
| a. Did the Fund have an expense limitation arrangement in place during the reporting period? | ☒ Yes ☐ No |
| b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period? | ☒ Yes ☐ No |
| c. Are the fees waived subject to recoupment? | ☒ Yes ☐ No |
| d. Were any expenses previously waived recouped during the period? | ☐ Yes ☒ No |
| a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Was the investment adviser hired during the reporting period? |
|---|---|---|---|---|---|---|
| Investment Advisers Record: 1 | ||||||
| Penn Capital Management Company LLC | 801-31452 | 000105081 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| c. For each sub-adviser to the Fund, provide the information requested: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the sub-adviser an affiliated person of the Fund's investment adviser(s)? | Was the sub-adviser hired during the reporting period? | — | — | — | — | — | — | — | — |
|---|
| d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| a. Provide the following information about each person providing transfer agency services to the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | LEI, if any | State, if applicable | Foreign country, if applicable | Is the transfer agent an affiliated person of the Fund or its investment adviser(s)? | Is the transfer agent a sub-transfer agent? |
|---|---|---|---|---|---|---|
| Transfer Agents Record: 1 | ||||||
| U.S. Bancorp Fund Services LLC | 85-11357 | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a transfer agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided pricing services to the Fund during the reporting period: |
| Pricing Services Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the pricing service an affiliated person of the Fund or its investment adviser(s)? |
|---|---|---|---|---|---|
| #1 | Intercontinental Exchange, Inc. | 5493000F4ZO33MV32P92 | GEORGIA | UNITED STATES OF AMERICA | No |
| #2 | IHS Markit Ltd. | 549300HLPTRASHS0E726 | BERMUDA | No |
| b. Was a pricing service hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided custodial services to the Fund during the reporting period: |
| Custodians Record | Full name | LEI, if any | State, if applicable | Foreign country, if applicable | Is the custodian an affiliated person of the Fund or its investment adviser(s)? | Is the custodian a sub-custodian? |
Type of custody (describe if "Other") |
|---|---|---|---|---|---|---|---|
| #1 | U.S. Bank National Association | 6BYL5QZYBDK8S7L73M02 | OHIO | UNITED STATES OF AMERICA | No | No | Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) |
| b. Has a custodian been hired or terminated during the reporting period?* | ☐ Yes ☒ No |
| a. Provide the following information about each shareholder servicing agent of the Fund: |
| Shareholder Servicing Agents Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)? | Is the shareholder servicing agent a sub-shareholder servicing agent? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a shareholder servicing agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each administrator of the Fund: |
| Administrators Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the administrator an affiliated person of the Fund or its investment adviser(s)? | Is the administrator a sub-administrator? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a third-party administrator been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each affiliated broker-dealer: |
| Broker Dealers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total commissions paid to the affiliated broker-dealer for the reporting period | — | — | — | — | — | — | — | — |
|---|
| Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers. |
| a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below: |
| Brokers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Gross commissions paid by the Fund for the reporting period | — | — | — | — | — | — | — | — |
|---|
| b. Aggregate brokerage commissions paid by Fund during the reporting period: | 0.000000000000 |
| a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below: |
| Principal Transactions Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total value of purchases and sales (excluding maturing securities) with Fund |
|---|---|---|---|---|---|---|---|
| #1 | J.P. MORGAN SECURITIES LLC | 8-35008 | 000000079 | ZBUT11V806EZRVTWT807 | NEW YORK | UNITED STATES OF AMERICA | 4,315,485.000000000000 |
| #2 | BARCLAYS CAPITAL INC. | 8-41342 | 000019714 | AC28XWWI3WIBK2824319 | NEW YORK | UNITED STATES OF AMERICA | 3,233,504.000000000000 |
| #3 | CREDIT SUISSE SECURITIES (USA) LLC | 8-422 | 000000816 | 1V8Y6QCX6YMJ2OELII46 | NEW YORK | UNITED STATES OF AMERICA | 2,541,545.000000000000 |
| #4 | CITIGROUP GLOBAL MARKETS INC. | 8-8177 | 000007059 | MBNUM2BPBDO7JBLYG310 | NEW YORK | UNITED STATES OF AMERICA | 1,983,660.000000000000 |
| #5 | BOFA SECURITIES INC. | 8-69787 | 000283942 | 549300HN4UKV1E2R3U73 | NEW YORK | UNITED STATES OF AMERICA | 1,731,375.000000000000 |
| #6 | GOLDMAN SACHS & CO. LLC | 8-129 | 000000361 | FOR8UP27PHTHYVLBNG30 | NEW YORK | UNITED STATES OF AMERICA | 1,661,136.000000000000 |
| #7 | WELLS FARGO SECURITIES LLC | 8-65876 | 000126292 | VYVVCKR63DVZZN70PB21 | NORTH CAROLINA | UNITED STATES OF AMERICA | 1,295,517.000000000000 |
| #8 | DEUTSCHE BANK SECURITIES INC. | 8-17822 | 000002525 | 9J6MBOOO7BECTDTUZW19 | NEW YORK | UNITED STATES OF AMERICA | 1,121,394.000000000000 |
| #9 | SMBC NIKKO SECURITIES AMERICA INC. | 8-43852 | 000028602 | 6PJDTY319315T5LR2241 | NEW YORK | UNITED STATES OF AMERICA | 997,174.000000000000 |
| #10 | JEFFERIES LLC | 8-15074 | 000002347 | 58PU97L1C0WSRCWADL48 | NEW YORK | UNITED STATES OF AMERICA | 959,543.000000000000 |
| b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period: | 24,856,777.000000000000 |
| a. During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)? | ☐ Yes ☒ No |
| a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period | 32,172,765.882000000000 |
| b. Provide the money market fund's daily average net assets during the reporting period |
| For open-end management investment companies, respond to the following: |
| a. Does the Fund have available a line of credit? | ☒ Yes ☐ No |
| i. If yes, for each line of credit, provide the information requested below: |
| Line of Credit Details Record: 1 |
| i. Is the line of credit a committed or uncommitted line of credit? | ☐ Committed ☒ Uncommitted |
| ii. What size is the line of credit? | 10,000,000.000000000000 |
| iii. With which institution(s) is the line of credit? |
|
| iv. Is the line of credit just for the Fund, or is it shared among multiple funds? | ☐ Sole ☒ Shared |
| 1. If shared, list the names of other funds that may use the line of credit. |
| Shared Credit Users Record | Name of fund | SEC File number(e.g., 811-) |
|---|---|---|
| #1 | Penn Capital Mid Cap Core Fund | 811-23011 |
| #2 | Penn Capital Special Situations Small Cap Equity Fund | 811-23011 |
| #3 | Penn Capital Opportunistic High Income Fund | 811-23011 |
| #4 | Penn Capital Short Duration High Income Fund | 811-23011 |
| v. Did the Fund draw on the line of credit this period? | ☐ Yes ☒ No |
| b. Did the Fund engage in interfund lending? | ☐ Yes ☒ No |
| c. Did the Fund engage in interfund borrowing? | ☐ Yes ☒ No |
| For open-end management investment companies, respond to the following: |
| a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing? | ☐ Yes ☒ No |
| Management Investment Record: 5 |
| a. Full Name of the Fund | Penn Capital Short Duration High Income Fund |
| b. Series identication number, if any | S000058052 |
| c. LEI | 54930083GO3WU6OB0I86 |
| d. Is this the first filing on this form by the Fund? | ☐ Yes ☒ No |
| a. How many Classes of shares of the Fund (if any) are authorized? | 1 |
| b. How many new Classes of shares of the Fund were added during the reporting period? | 0 |
| c. How many Classes of shares of the Fund were terminated during the reporting period? | 0 |
| d. For each Class with shares outstanding, provide the information requested below: |
| Shares Outstanding Record | Full name of Class | Class identification number, if any | Ticker symbol, if any |
|---|---|---|---|
| #1 | Institutional Class | C000190040 | PSHNX |
| Instructions: 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy. |
| a. Indicate if the Fund is any one of the types listed. Check all that apply. |
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
☐ i. Exchange-Traded Fund ☐ ii. Exchange-Traded Managed Fund ☐ b. Index Fund ☐ c. Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark ☐ d. Interval Fund ☐ e. Fund of Funds ☐ f. Master-Feeder Fund ☐ g. Money Market Fund ☐ h. Target Date Fund ☐ i. Underlying fund to a variable annuity or variable life insurance contract ☒ N/A |
| a. Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))? | ☐ Yes ☒ No |
| Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957]. |
| a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities? | ☐ Yes ☒ No |
| Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer. |
| a. Is the Fund authorized to engage in securities lending transactions? | ☐ Yes ☒ No |
| b. Did the Fund lend any of its securities during the reporting period? | ☐ Yes ☒ No |
| c. Provide the information requested below about each securities lending agent, if any, retained by the Fund: |
| Securities Lending Record | Full name of securities lending agent | LEI, if any | Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund? | Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent? | — | — | — | — | — |
|---|
| d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager: |
| Collateral Managers Record | Full name of cash collateral manager | LEI, if any | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund? | Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund? | — | — | — | — | — |
|---|
| e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply): | ☐
i. Revenue sharing split
☐ ii. Non-revenue sharing split (other than administrative fee) ☐ iii. Administrative fee ☐ iv. Cash collateral reinvestment fee ☐ v. Indemnification fee ☐ vi. Other ☒ N/A |
| f. Provide the monthly average of the value of portfolio securities on loan during the reporting period | N/A |
| g. Provide the net income from securities lending activities | N/A |
| a. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply) | ☐
a. Rule 10f-3 (17 CFR 270.10f-3)
☐ b. Rule 12d1-1 (17 CFR 270.12d1-1) ☐ c. Rule 15a-4 (17 CFR 270.15a-4) ☐ d. Rule 17a-6 (17 CFR 270.17a-6) ☐ e. Rule 17a-7 (17 CFR 270.17a-7) ☐ f. Rule 17a-8 (17 CFR 270.17a-8) ☐ g. Rule 17e-1 (17 CFR 270.17e-1) ☐ h. Rule 22d-1 (17 CFR 270.22d-1) ☐ i. Rule 23c-1 (17 CFR 270.23c-1) ☒ j. Rule 32a-4 (17 CFR 270.32a-4) ☐ k. Rule 6c-11 (17 CFR 270.6c-11) ☐ l. Rule 12d1-4 (17 CFR 270.12d1-4) ☐ m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) ☐ n. Rule 18f-4 (17 CFR 270.18f-4) ☐
i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4)
program requirement and limit on fund leverage risk under
rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?
☐
N/A
☐ ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))? ☐ iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))? ☐ iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))? ☐ v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))? ☐ vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))? |
| Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase. |
| a. Did the Fund have an expense limitation arrangement in place during the reporting period? | ☒ Yes ☐ No |
| b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period? | ☒ Yes ☐ No |
| c. Are the fees waived subject to recoupment? | ☒ Yes ☐ No |
| d. Were any expenses previously waived recouped during the period? | ☐ Yes ☒ No |
| a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Was the investment adviser hired during the reporting period? |
|---|---|---|---|---|---|---|
| Investment Advisers Record: 1 | ||||||
| Penn Capital Management Company LLC | 801-31452 | 000105081 | N/A | PENNSYLVANIA | UNITED STATES OF AMERICA | No |
| b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| c. For each sub-adviser to the Fund, provide the information requested: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Is the sub-adviser an affiliated person of the Fund's investment adviser(s)? | Was the sub-adviser hired during the reporting period? | — | — | — | — | — | — | — | — |
|---|
| d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser: |
| Full name |
SEC file number ( e.g., 801- ) | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Termination date | — | — | — | — | — | — | — |
|---|
| a. Provide the following information about each person providing transfer agency services to the Fund: |
| Full name |
SEC file number ( e.g., 801- ) | LEI, if any | State, if applicable | Foreign country, if applicable | Is the transfer agent an affiliated person of the Fund or its investment adviser(s)? | Is the transfer agent a sub-transfer agent? |
|---|---|---|---|---|---|---|
| Transfer Agents Record: 1 | ||||||
| U.S. Bancorp Fund Services LLC | 85-11357 | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a transfer agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided pricing services to the Fund during the reporting period: |
| Pricing Services Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the pricing service an affiliated person of the Fund or its investment adviser(s)? |
|---|---|---|---|---|---|
| #1 | Intercontinental Exchange, Inc. | 5493000F4ZO33MV32P92 | GEORGIA | UNITED STATES OF AMERICA | No |
| #2 | IHS Markit Ltd. | 549300HLPTRASHS0E726 | BERMUDA | No |
| b. Was a pricing service hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each person that provided custodial services to the Fund during the reporting period: |
| Custodians Record | Full name | LEI, if any | State, if applicable | Foreign country, if applicable | Is the custodian an affiliated person of the Fund or its investment adviser(s)? | Is the custodian a sub-custodian? |
Type of custody (describe if "Other") |
|---|---|---|---|---|---|---|---|
| #1 | U.S. Bank National Association | 6BYL5QZYBDK8S7L73M02 | OHIO | UNITED STATES OF AMERICA | No | No | Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) |
| b. Has a custodian been hired or terminated during the reporting period?* | ☐ Yes ☒ No |
| a. Provide the following information about each shareholder servicing agent of the Fund: |
| Shareholder Servicing Agents Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)? | Is the shareholder servicing agent a sub-shareholder servicing agent? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a shareholder servicing agent been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each administrator of the Fund: |
| Administrators Record | Full name | LEI, if any, or provide and describe other identifying number | State, if applicable | Foreign country, if applicable | Is the administrator an affiliated person of the Fund or its investment adviser(s)? | Is the administrator a sub-administrator? |
|---|---|---|---|---|---|---|
| #1 | U.S. Bancorp Fund Services LLC | N1GZ7BBF3NP8GI976H15 | WISCONSIN | UNITED STATES OF AMERICA | No | No |
| b. Has a third-party administrator been hired or terminated during the reporting period? | ☐ Yes ☒ No |
| a. Provide the following information about each affiliated broker-dealer: |
| Broker Dealers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total commissions paid to the affiliated broker-dealer for the reporting period | — | — | — | — | — | — | — | — |
|---|
| Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers. |
| a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below: |
| Brokers Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Gross commissions paid by the Fund for the reporting period | — | — | — | — | — | — | — | — |
|---|
| b. Aggregate brokerage commissions paid by Fund during the reporting period: | 0.000000000000 |
| a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below: |
| Principal Transactions Record | Full name | SEC file number | CRD number | LEI, if any | State, if applicable | Foreign country, if applicable | Total value of purchases and sales (excluding maturing securities) with Fund |
|---|---|---|---|---|---|---|---|
| #1 | BOFA SECURITIES INC. | 8-69787 | 000283942 | 549300HN4UKV1E2R3U73 | NEW YORK | UNITED STATES OF AMERICA | 3,950,934.000000000000 |
| #2 | GOLDMAN SACHS & CO. LLC | 8-129 | 000000361 | FOR8UP27PHTHYVLBNG30 | NEW YORK | UNITED STATES OF AMERICA | 3,517,601.000000000000 |
| #3 | J.P. MORGAN SECURITIES LLC | 8-35008 | 000000079 | ZBUT11V806EZRVTWT807 | NEW YORK | UNITED STATES OF AMERICA | 2,857,498.000000000000 |
| #4 | BARCLAYS CAPITAL INC. | 8-41342 | 000019714 | AC28XWWI3WIBK2824319 | NEW YORK | UNITED STATES OF AMERICA | 2,592,894.000000000000 |
| #5 | SUMRIDGE PARTNERS LLC | 8-68454 | 000152437 | 529900ECMK8VI6Q1FG89 | NEW JERSEY | UNITED STATES OF AMERICA | 1,978,677.000000000000 |
| #6 | CITIGROUP GLOBAL MARKETS INC. | 8-8177 | 000007059 | MBNUM2BPBDO7JBLYG310 | NEW YORK | UNITED STATES OF AMERICA | 1,776,371.000000000000 |
| #7 | CREDIT SUISSE SECURITIES (USA) LLC | 8-422 | 000000816 | 1V8Y6QCX6YMJ2OELII46 | NEW YORK | UNITED STATES OF AMERICA | 1,695,813.000000000000 |
| #8 | JEFFERIES LLC | 8-15074 | 000002347 | 58PU97L1C0WSRCWADL48 | NEW YORK | UNITED STATES OF AMERICA | 1,555,242.000000000000 |
| #9 | FLOW TRADERS U.S. LLC | 8-68300 | 000150780 | 549300K64LZQW7R9ST34 | NEW YORK | UNITED STATES OF AMERICA | 1,498,678.000000000000 |
| #10 | WELLS FARGO SECURITIES LLC | 8-65876 | 000126292 | VYVVCKR63DVZZN70PB21 | NORTH CAROLINA | UNITED STATES OF AMERICA | 1,289,665.000000000000 |
| b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period: | 31,122,931.000000000000 |
| a. During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)? | ☐ Yes ☒ No |
| a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period | 39,952,233.704000000000 |
| b. Provide the money market fund's daily average net assets during the reporting period |
| For open-end management investment companies, respond to the following: |
| a. Does the Fund have available a line of credit? | ☒ Yes ☐ No |
| i. If yes, for each line of credit, provide the information requested below: |
| Line of Credit Details Record: 1 |
| i. Is the line of credit a committed or uncommitted line of credit? | ☐ Committed ☒ Uncommitted |
| ii. What size is the line of credit? | 10,000,000.000000000000 |
| iii. With which institution(s) is the line of credit? |
|
| iv. Is the line of credit just for the Fund, or is it shared among multiple funds? | ☐ Sole ☒ Shared |
| 1. If shared, list the names of other funds that may use the line of credit. |
| Shared Credit Users Record | Name of fund | SEC File number(e.g., 811-) |
|---|---|---|
| #1 | Penn Capital Mid Cap Core Fund | 811-23011 |
| #2 | Penn Capital Special Situations Small Cap Equity Fund | 811-23011 |
| #3 | Penn Capital Opportunistic High Income Fund | 811-23011 |
| #4 | Penn Capital Floating Rate Income Fund | 811-23011 |
| v. Did the Fund draw on the line of credit this period? | ☒ Yes ☐ No |
| vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? | 466.000000000000 |
| vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use? | 1 |
| b. Did the Fund engage in interfund lending? | ☐ Yes ☒ No |
| c. Did the Fund engage in interfund borrowing? | ☐ Yes ☒ No |
| For open-end management investment companies, respond to the following: |
| a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing? | ☐ Yes ☒ No |
| a. Attachments applicable to all Registrants. All Registrants shall file the following attachments, as applicable, with the current report. Indicate the attachments filed with the current report by checking the applicable items below: | ☐
i. Legal proceedings
☐ ii. Provision of financial support ☒ iii. Independent public accountant's report on internal control (management investment companies other than small business investment companies only) ☐ iv. Change in accounting principles and practices ☐ v. Information required to be filed pursuant to exemptive orders ☐ vi. Other information required to be included as an attachment pursuant to Commission rules and regulations |
| Instructions. 1. Item G.1.a.i. Legal proceedings. (a) If the Registrant responded "YES" to Item B.11.a., provide a brief description of the proceedings. As part of the description, provide the case or docket number (if any), and the full names of the principal parties to the proceeding. (b) If the Registrant responded "YES" to Item B.11.b., identify the proceeding and give its date of termination. 2. Item G.1.a.ii. Provision of financial support. If the Registrant responded "YES" to Item B.14., provide the following information (unless the Registrant is a Money Market Fund): (a) Description of nature of support. (b) Person providing support. (c) Brief description of relationship between the person providing support and the Registrant. (d) Date support provided. (e) Amount of support. (f) Security supported (if applicable). Disclose the full name of the issuer, the title of the issue (including coupon or yield, if applicable) and at least two identifiers, if available (e.g., CIK, CUSIP, ISIN, LEI). (g) Value of security supported on date support was initiated (if applicable). (h) Brief description of reason for support. (i) Term of support. (j) Brief description of any contractual restrictions relating to support. 3. Item G.1.a.iii. Independent public accountant's report on internal control (management investment companies other than small business investment companies only). Each management investment company shall furnish a report of its independent public accountant on the company's system of internal accounting controls. The accountant's report shall be based on the review, study and evaluation of the accounting system, internal accounting controls, and procedures for safeguarding securities made during the audit of the financial statements for the reporting period. The report should disclose any material weaknesses in: (a) the accounting system; (b) system of internal accounting control; or (c) procedures for safeguarding securities which exist as of the end of the Registrant's fiscal year. The accountant's report shall be furnished as an exhibit to the form and shall: (1) be addressed to the Registrant's shareholders and board of directors; (2) be dated; (3) be signed manually; and (4) indicate the city and state where issued. Attachments that include a report that discloses a material weakness should include an indication by the Registrant of any corrective action taken or proposed. The fact that an accountant's report is attached to this form shall not be regarded as acknowledging any review of this form by the independent public accountant. 4. Item G.1.a.iv. Change in accounting principles and practices. If the Registrant responded "YES" to Item B.21, provide an attachment that describes the change in accounting principles or practices, or the change in the method of applying any such accounting principles or practices. State the date of the change and the reasons therefor. A letter from the Registrant's independent accountants, approving or otherwise commenting on the change, shall accompany the description. 5. Item G.1.a.v. Information required to be filed pursuant to exemptive orders. File as an attachment any information required to be reported on Form N-CEN or any predecessor form to Form N-CEN (e.g., Form N-SAR) pursuant to exemptive orders issued by the Commission and relied on by the Registrant. 6. Item G.1.a.vi. Other information required to be included as an attachment pursuant to Commission rules and regulations. File as an attachment any other information required to be included as an attachment pursuant to Commission rules and regulations. |
| Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
| Registrant | RBB Fund Trust |
| Date | 2022-11-10 |
| Signature | /s/ James G. Shaw |
| Title | CEO COO Treasurer |