As filed with the Securities and Exchange Commission on 11/04/2022

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

811-23011

Investment Company Act file number

 

The RBB FUND TRUST
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Steven Plump, President

c/o U.S. Bank Global Fund Services

615 East Michigan Street

Milwaukee, WI 53202
(Name and address of agent for service)

 

(609) 731-6256

Registrant's telephone number, including area code

 

Date of fiscal year end: August 31

 

Date of reporting period: August 31, 2022

 

 

 

Item 1. Reports to Stockholders.

 

 

ANNUAL REPORT

 

August 31, 2022

 

PENN CAPITAL FLOATING RATE INCOME FUND

 

PENN CAPITAL MID CAP CORE FUND

 

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

 

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

 

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

 

Each a series of The RBB Fund Trust (formerly, PENN Capital Funds Trust)

 

 

TABLE OF CONTENTS

     

Advisor’s Letter to Shareholders

1

Fund Summary

6

Disclosure of Fund Expenses

11

Fund

Schedule of Investments

Penn Capital Floating Rate Income Fund

13

Penn Capital Mid Cap Core Fund

19

Penn Capital Opportunistic High Income Fund

22

Penn Capital Short Duration High Income Fund

28

Penn Capital Special Situations Small Cap Equity Fund

32

Statements of Assets and Liabilities

35

Statements of Operations

36

Statements of Changes in Net Assets

38

Financial Highlights

40

Notes to the Financial Statements

44

Additional Information

58

Report of Independent Registered Public Accounting Firm

62

Trustees and Officers

63

Privacy Policy

68

 

 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Advisor’s Letter to Shareholders (Unaudited)

 

Dear Penn Capital Funds Shareholder:

 

Our investment strategies incorporate Penn Capital’s Complete Capital Structure Analysis®, an in-depth high yield (“HY”) and equity research philosophy used to identify a company’s optimal capital structure. Our investment professionals are capital structure generalists, meaning they are responsible for understanding the entire capital structure of the companies they follow. By following this philosophy, we believe that integrating credit and equity research allows us to construct a more comprehensive investment mosaic. Participating in both credit and equity markets, along with this integrated research process, provides Penn Capital’s investment team with what we believe is an informational advantage. Finding inefficiencies in the market can be challenging, but we remain committed to the pursuit of strong investment returns on behalf of our shareholders.

 

The following pages review the current market environment and provide additional insight into our funds and their performance over the past fiscal year beginning September 1, 2021 and ended August 31, 2022. Once again, I would like to thank you for your confidence in investing with us.

 

Overview

 

Over the past year, capital markets have been navigating a bumpy transition from focusing on the dramatic and immediate impacts of the COVID-19 pandemic, to assessing its long-term ramifications for the global economy and the ways that we live and work every day. The robust fiscal and monetary response to the pandemic supported the economy as activity slowed and people isolated themselves. In retrospect, massive government stimulus combined with the surprising resilience of consumers and businesses drove a faster than expected snapback in growth and increased asset price valuations. Surging consumer demand for goods (given a lack of experiential options) occurred just as global supply chains were hamstrung by COVID-19 outbreaks/restrictions and shortages for labor, raw materials, and components. This drove rapid inflation that has proved to be far more than “transitory” in nature. In 2022, the Federal Reserve has shifted their focus from supporting growth and employment to fighting inflation. Between March and August, the Federal Funds target rate was raised by 2.25%, with market expectations it will close 2022 over 4.00%.

 

Higher interest rates are a headwind to all risk assets including high yield corporate debt and small to mid-cap equities. Premium valuation, high growth sectors like Health Care and Information Technology have been the most challenged. Commodity-focused companies outperformed the overall market, as their products had pricing power in an inflationary environment. Credit product losses have been a function of higher interest rates, with long duration (low coupon, long maturity bonds) lagging the overall market. Despite significant equity market volatility, high yield credit spreads (risk premium for lower rated debt) have been mostly range bound during the past year. The Federal Reserve rate cycle is raising the total cost of borrowing for companies in our universe when they seek capital. Companies are reluctant to refinance debt at higher interest rates and new issuance has been muted.

 

As the Federal Reserve continues to raise interest rates, economic growth will slow. High yield credit spreads will be a key indica tor to determine if raising interest rates to combat inflation will ultimately lead to a recession. Shrinking high yield credit spreads is a signal to position portfolios opportunistically, while rising high yield credit spreads is a signal to position portfolios defensively. If a recession occurs, high yield credit spreads can bottom prior to the equity market providing a strong signal to reposition for recovery. During the Global Financial Crisis, the high yield credit spread hit its widest point in November 2008, while the equity market reached its low in March 2009, which provided a large opportunity for our strategy. These relationships drive Penn Capital’s investing philosophy as we navigate into the future.

 

Performance

 

The following paragraphs provide more detailed information on the performance of our funds for the fiscal year September 1, 2021 through August 31, 2022, as well as selected holdings.

 

Penn Capital Floating Rate Income Fund

 

For the fiscal year ended August 31, 2022, the Penn Capital Floating Rate Income Fund (the “Floating Rate Income Fund”)generated a -1.48% return versus +0.89% for its benchmark, the Credit Suisse Institutional Leveraged Loan Index over the same period.1

 

 

(1)

Prior to May 31, 2022, the Floating Rate Income Fund’s primary benchmark was the S&P/LSTA BB Loan Index.

 

1

 

 

The portfolio benefited from an overweight to the Energy sector as well as solid security selection within Exploration and Production bonds and loans. The portfolio also benefited from gains in both the Industrial Services and Products sectors. Throughout the fiscal year, the Floating Rate Income Fund remained relatively defensively positioned, with minimal exposure to lower- rated CCC securities. This conservative positioning also helped improve performance.

 

Offsetting these gains was weak performance in the Consumer Discretionary Products, Retail, Media and Technology sectors. In Consumer Discretionary Products and Retail, declines in loans from former COVID winners like Bob’s Discount Furniture, JoAnn Fabrics and Weber were all large contributors to the Floating Rate Income Fund’s underperformance. All three companies experienced downdrafts in their loan prices due to earnings issues related to supply chain log-jams, cost inflation and changing consumer purchasing patterns. In Media and Technology, Dish, Rackspace and Avaya loan declines were also large contributors to the Floating Rate Income Fund’s underperformance. Growing investor trepidation about the large strategic decisions each of these businesses must soon make, combined with declining earnings in the secularly-challenged portions of their operations, drove loan prices for these businesses lower. Finally, the Floating Rate Income Fund’s exposure to mid- and longer-duration fixed rate bonds also hurt performance during the fiscal year, as increases in U.S. Treasury rates drove bond prices lower and caused bond performance to lag that of floating rate loans.

 

Penn Capital Short Duration High Income Fund

 

For the fiscal year ended August 31, 2022, the Penn Capital Short Duration High Income Fund (the “Short Duration Fund”) generated a -3.05 % return, outperforming its benchmark, ICE BofA 1-3 Year BB-Rated US Cash Pay High Yield Index, which returned - 3.80% over the same period. The Short Duration Fund maintains an average portfolio maturity of three years or less and excludes CCC-rated bonds. The portfolio will typically underperform the broad short duration market, which includes CCC-rated bonds, during low quality rallies (like 2021), and outperform during low quality selloffs (like 2020).

 

The portfolio benefitted from an overweight to and good security selection within COVID “re-opening plays”, such as within real estate investment trusts (“REITs”) and the Recreation & Travel and Gaming sectors, mainly via higher-coupon secured paper, including Norwegian Cruise Line Holdings and MGM Resorts International. Additionally, the portfolio benefitted from strong security selection within commodity-oriented industries, such as those in the Chemicals, Metals & Mining and Energy sectors. Strong security selection within the Auto Parts and Aerospace/Defense sectors also contributed to the portfolio, as did an underweight to the Banking sector.

 

The largest detractor from performance was security selection within the Packaging sector, where the Crown Cork & Seal Co Inc. 7.375% 2026 notes were weaker with higher interest rates, despite being a high quality credit with a non-callable bond structure. Also, structural underweights to Ford (Automotive and Auto Loans sectors) and Sprint (Telecommunications sector) were detractors. As the ICE BofA 1-3 Year BB-Rated US Cash Pay High Yield Index is unconstrained, the Ford and Sprint weightings were over 10%; whereas our portfolio limit on issuer holdings is 5%.

 

Yield-curve positioning was a net contributor, as the portfolio’s 0–1 year maturity “off-index” allocation more than offset an allocation to the 3-5 year maturity, which underperformed given rising rates. Additionally, off-index credit quality positioning contributed value as the portfolio’s single-B quality bonds allocation outperformed.

 

During the fiscal year, “off-index” asset allocation contributed value as the Short Duration High Income Fund’s loan allocation performance more than offset weakness from its convertible bond allocation. The fund held an average weighting of 6.3% in bank loan securities via exposure from a combination of individual bank loan holdings and investment in the Penn Capital Floating Rate Income Fund. The allocation to convertible bonds averaged a weighting of less than 1%.

 

Penn Capital Opportunistic High Income Fund

 

For the fiscal year ended August 31, 2022, the Penn Capital Opportunistic High Income Fund (the “Opportunistic High Income Fund”) generated a -10.31% return, outperforming its benchmark, the ICE BofA US High Yield Constrained Index, which returned -10.43% over the same period.

 

The portfolio benefitted from an overweight to and good security selection within the Energy sector, particularly the Exploration & Production sector, as well as an underweight to and strong security selection within the Pharmaceuticals sector. The portfolio avoided significant drawdowns in both Endo (opioids) and Bausch Health (patent challenge). Additionally, the portfolio benefitted from strong security selection within the Financial Services, Retail and Consumer Products sectors.

 

2

 

 

The largest detractor to performance was security selection within the Healthcare Facilities sector, where Community Health Systems, a hospital chain, struggled with higher labor costs. Also, “return-to-work” credits Pitney Bowes and Staples, within the Services sector, underperformed. Longer-dated paper within the Metals & Mining sector, and also an overweight to the Real Estate and Housing-related credit investments underperformed with higher rates.

 

Yield curve positioning was a slight detractor, as the underweighting of the portfolio’s 0-3 year maturity allocation, more than offset an underweight to the poorly performing 10+ year allocation. Conversely, credit quality positioning contributed value via an underweight to BB-rated bonds, overweight to single-B rated bonds and neutral to CCC-rated bonds.

 

During the fiscal year, “off-index” asset allocation contributed value as the Opportunistic High Income Fund’s loan allocation performance more than offset weakness from its convertible bond allocation. The fund held an average weighting of 7% in bank loan securities via exposure from a combination of individual bank loan holdings and investment in the Penn Capital Floating Rate Income Fund. The allocation to convertible bonds averaged a weighting of 3.8%.

 

Penn Capital Mid Cap Core Fund

 

For the fiscal year ended August 31, 2022, the Penn Capital Mid Cap Core Fund (the “Mid Cap Core Fund”) generated a -17.45 return, slightly underperforming the -16.38% return of its benchmark, the Bloomberg US 2500 Index2 over the same period. Best performing sectors during the period were the Healthcare and the Materials sectors. Within the Healthcare sector, a radiopharmaceutical company launched a highly successful contrast for the detection of prostate cancer. Drug companies that generate strong cash flows from marketed products provided returns in a challenging market. In the Materials sector, a nitrogen producer raised prices and profitability due to a globally advantaged cost structure in the United States. The sectors that hindered performance during the period were Financials and Consumer Discretionary. In the Financial Services sector, a digital marketing company for financial products experienced weakened demand due to rising interest rates. In the Consumer Discretionary sector, retailers lapped tough 2021 comparisons as sales slowed due to 2021 stimulus payments and rising inflation in 2022.

 

Penn Capital Special Situations Small Cap Equity Fund

 

For the fiscal year ended August 31, 2022, the Penn Capital Special Situations Small Cap Equity Fund (the “Special Situations Fund”) generated a -14.39% return, outperforming the -17.49% return of its benchmark, the Bloomberg US 2000 Index3, over the same period. Top contributors in the period were the Health Care, Energy, and Materials sectors. Within Health Care, a maker of diagnostic medical imaging products is experiencing surging demand for its new imaging agent for detection of prostate cancer. In the Energy sector, an exploration and production company benefitted from rising commodity prices while its low leverage and robust free-cash-flow will fund accelerating returns to shareholders through dividends and share repurchase. Within Materials, a producer of lithium compounds is capitalizing on growing demand for electric vehicle batteries and a highly favorable pricing environment. The top detractors in the period were the Industrials, Utilities, and Financials sectors. In the Industrials sector, a provider of online recruitment services underperformed due to macro headwinds and investor concerns regarding rising customer acquisition costs and competitive intensity. Underperformance in Utilities stemmed from the allocation effect, as the strategy was underweight the traditionally defensive group and it outperformed amid a risk-off market. Within Financials, a Texas based bank unveiled a strategic plan to establish a broker-dealer/investment bank, which will necessitate significant near-term investments that will weigh on margins and returns.

 

Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com.

 

 

(2)

Prior to May 31, 2022, the Mid Cap Core Fund’s primary benchmark was the Russell 2500® Index.

 

(3)

Prior to May 31, 2022, the Special Situations Small Cap Equity Fund’s primary benchmark was the Russell 2000® Index.

 

3

 

 

Conclusion

 

We would like to take this opportunity to thank our shareholders for entrusting their investments with our firm. We do not take your faith in us for granted. Our team remains committed to focusing our efforts on behalf of our shareholders, and we value your continued confidence in our vision. We believe the Penn Capital Funds offer a product line-up that embodies our investment philosophy and dedicated research-driven process.

 

Looking Forward

 

This report contains performance data and financial information. Please keep in mind that all securities markets, as well as mutual fund prices, fluctuate in value. If you would like more frequent updates, http://www.penncapitalfunds.com provides daily NAV, monthly performance figures, portfolio holdings, and other valuable information. We encourage you to visit penncapitalfunds.com, through which you may access your account, buy and sell sha res, and find other helpful tools.

 

At Penn Capital Funds, we believe that active management continues to serve as a critical element of investing in HY debt securities and equity securities of smaller and mid-sized companies. Although challenges remain, and markets may continue to be uneven, we are confident that investors with a well-diversified portfolio and a patient, long-term outlook should be well positioned for the years ahead.

 

We thank you for investing with us and look forward to continuing to serve your investment needs.

 

Sincerely,

 

 

Kirsten Hocker
President
Penn Capital Management Company, LLC

 

4

 

 

Past performance is no guarantee of future results. Unusually favorable market conditions and high returns may not be sustainable or repeated in the future.

 

This letter reflects Penn Capital’s analysis and opinions as of the most recent fiscal period. The information is not a complete analysis of any market, country, industry, security, or fund and should not be considered as a recommendation to buy, sell or hold any specific security or securities. Portfolio holdings are subject to change at any time. Please see the Schedules of Investments provided in this report for the complete listing of each Fund’s holdings.

 

All investments involve risk, including possible loss of principal, and there is no guarantee the Funds will achieve their investment objectives. Investments made in small and mid-capitalization companies may be more volatile and less liquid due to limited resources or product lines and more sensitive to economic factors. Investments in ETFs are subject to the same risks as the underlying securities in which the ETF invests as well as entails higher expenses than if invested into the underlying ETF directly. Investments in foreign securities and ADRs involve certain risks such as currency volatility, political and social instability and reduced market liquidity. As interest rates rise the value of bond prices will decline. Credit risk refers to the loss in the value of a security based on a default in the payment of principle and/or interest of the security, or the perception of the market of such default. High-yield bonds have a higher risk of default or other adverse credit events but have the potential to pay higher earnings over investment grade bonds. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Bank loans in which the Fund may invest have similar risks to below investment grade fixed income securities. In the event of the insolvency of an agent bank, a loan could be subject to settlement risk as well as the risk of interruptions in the administrative duties performed in the day to day administration of the loan.

 

Index Definitions

 

The ICE BofA US High Yield Constrained Index contains all securities in the ICE BofA US High Yield Index but caps issuer exposure at 2%.

 

The ICE BofA 1-3 Year BB-Rated US Cash Pay High Yield Index is a subset of the ICE BofA US Cash Pay High Yield Index, which tracks the performance of non-investment-grade corporate bonds with a remaining term to final maturity less than three years and rated BB.

 

The S&P/LSTA BB Ratings Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market and is comprised of loans whose rating is BB+, BB, BB-.

 

The Credit Suisse Institutional Leveraged Loan Index is a sub-index of the Credit Suisse Leveraged Loan Index. The Credit Suisse Leveraged Loan Index is designed to mirror the investable universe of the $US-denominated leveraged loan market. The Credit Suisse Institutional Leveraged Loan Index is designed to more closely reflect the investment criteria of institutional investors by sampling a lower volatility component of the market.

 

The Bloomberg US 2000 Index is a float market cap weighted benchmark of the lower 2,000 in capitalization of the Bloomberg 3000 Index.

 

The Bloomberg US 2500 Index is a float market cap weighted benchmark of the lower 2,500 in capitalization of the Bloomberg 3000 Index.

 

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 Index is constructed to provide a comprehensive and unbiased small-cap opportunity barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

 

The Russell 2500™ Index is composed of the bottom 500 stocks in the Russell 1000® Index and all the stocks in the Russell 2000® Index. The Russell 2500™Index return reflect adjustments for income dividends and capital gains distributions reinvested as of the ex-dividend dates.

 

An investment cannot be made directly in an index.

 

Foreside Fund Services, LLC Distributor

 

5

 

 

PENN CAPITAL FLOATING RATE INCOME FUND

Fund Summary (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on November 30, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the Periods Ended August 31, 2022

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Floating Rate Income Fund

       

Institutional Class Shares

-1.48%

1.02%

2.17%

2.85%

Credit Suisse Institutional Leveraged Loan Index(2)

0.89%

1.46%

2.70%

3.45%

S&P/LSTA BB Loan Index

1.50%

2.05%

2.84%

3.41%(3)

 

 

(1)

Inception date is 11/30/15.

 

(2)

Effective May 31, 2022, the Fund changed its primary benchmark from the S&P/LTSA BB Loan Index to the Credit Suisse Institutional Leveraged Loan Index to better reflect the securities in which the Fund invests.

 

(3)

The return shown for the S&P/LSTA BB Loan Index is from the inception date of the Institutional Class shares.

 

Gross Expense Ratio: 1.16%, Net Expense Ratio: 0.64%, per the most recent Prospectus dated October 31, 2021, as supplemented May 31, 2022 and August 29, 2022.

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least April 1, 2023.

 

6

 

 

PENN CAPITAL MID CAP CORE FUND

FUND SUMMARY (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on November 30, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the Periods Ended August 31, 2022

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Mid Cap Core Fund

       

Institutional Class Shares

-17.45%

4.21%

7.05%

7.52%

Bloomberg US 2500 Index(2)

-16.38%

9.50%

8.23%

8.98%

Russell 2500® Index

-15.54%

9.57%

8.54%

9.13%(3)

 

 

(1)

Inception date is 11/30/15.

 

(2)

Effective May 31, 2022, the Fund changed its primary benchmark from the Russell 2500® Index to the Bloomberg 2500 Index to better reflect the securities in which the Fund invests.

 

(3)

The return shown for the Russell 2500® Index is from the inception date of the Institutional Class shares.

 

Gross Expense Ratio: 1.70%, Net Expense Ratio: 1.06%, per the most recent Prospectus dated October 31, 2021, as supplemented May 31, 2022 and August 29, 2022..

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least April 1, 2023.

 

7

 

 

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

FUND SUMMARY (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on November 30, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the Periods Ended August 31, 2022

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Opportunistic High Income Fund

       

Institutional Class Shares

-10.31%

0.14%

1.75%

3.85%

ICE BofA US High Yield Constrained Index

-10.43%

0.77%

2.41%

4.75%(2)

50% ICE BofA High Yield Constrained Index -50% S&P/LSTA BB Loan Index

-4.55%

1.46%

2.66%

4.11%(3)

 

 

(1)

Inception date is 11/30/15.

 

(2)

The return shown for the ICE BofA US High Yield Constrained Index is from the inception date of the Institutional Class shares.

 

(3)

The return for the 50% ICE BofA High Yield Constrained Index -50% S&P/LSTA BB Loan Index is from the inception date of the Institutional Class shares.

 

Gross Expense Ratio: 1.65%, Net Expense Ratio: 0.72%, per the most recent Prospectus dated October 31, 2021, as supplemented August 29, 2022.

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least April 1, 2023.

 

8

 

 

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

FUND SUMMARY (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on July 17, 2017, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the Periods Ended August 31, 2022

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Short Duration High Income Fund

       

Institutional Class Shares

-3.05%

0.70%

1.78%

1.69%

ICE BofA 1-3 Year BB-Rated US Cash Pay High Yield Index

-3.80%

1.96%

2.91%

2.94%(2)

ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Index

-3.15%

1.55%

2.87%

2.91%(3)

 

 

(1)

Inception date is 7/17/17.

 

(2)

The return shown for the ICE BofA. 1-3 Year BB-Rated US Cash Pay High Yield Index is from the inception date of the Institutional Class shares.

 

(3)

The return shown for the ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Index is from the inception date of the Institutional Class shares. The ICE BofA US High Yield Cash Pay BB-B Rated 1-3 Years Imdex is comprised of bonds within the ICE BofA High Yield Index whose ratings are at or between B1 through BB3, with maturities between 1 and 3 years.

 

Gross Expense Ratio: 1.01%, Net Expense Ratio: 0.54%, per the most recent Prospectus dated October 31, 2021, as supplemented August 29, 2022..

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least April 1, 2023.

 

9

 

 

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

FUND SUMMARY (UNAUDITED)

 

 

This chart assumes a hypothetical initial gross investment of $10,000 made on December 17, 2015, inception of the Institutional Class shares. Returns shown in the chart and table include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than that shown. To obtain performance current to the most recent month-end please call 844-302 PENN (7366) or visit www.penncapitalfunds.com. Index returns do not reflect the effects of fees, transaction costs or expenses. It is not possible to invest directly in an index.

 

Average Annual Total Returns for the Periods Ended August 31, 2022

One Year

Three Years

Five Years

Since
Inception
(1)

Penn Capital Special Situations Small Cap Equity Fund

       

Institutional Class Shares

-14.39%

18.83%

12.37%

12.41%

Bloomberg US 2000 Index(2)

-17.49%

10.75%

7.88%

8.72%

Russell 2000® Index

-17.88%

8.59%

6.95%

8.93%(3)

 

 

(1)

Inception date is 12/17/15.

 

(2)

Effective May 31, 2022, the Fund changed its primary benchmark from the Russell 2000® Index to the Bloomberg US 2000 Index to better reflect the securities in which the Fund invests.

 

(3)

The return shown for the Russell 2000® Index is from the inception date of the Institutional Class shares.

 

Gross Expense Ratio: 1.71%, Net Expense Ratio: 1.09%, per the most recent Prospectus dated October 31, 2021, as supplemented May 31, 2022 and August 29, 2022..

 

The Advisor has contractually agreed to waive management fees and/or pay certain Fund expenses through at least April 1, 2023.

 

10

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Disclosure of Fund Expenses (Unaudited)

FOR THE PERIOD FROM MARCH 1, 2022 TO AUGUST 31, 2022

 

Cost in Dollars of a $1,000 Investment

 

The examples below are intended to describe the fees and expenses borne by shareholders during the six-month period from March 1, 2022 to August 31, 2022, and the impact of those costs on your investment.

 

Example

 

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from March 1, 2022 to August 31, 2022.

 

These examples illustrate your Fund’s ongoing costs in two ways:

 

Actual Expenses

 

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six-month period ended August 31, 2022. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled Expenses Paid During Period to estimate the expenses you paid on your account during this period.

 

Hypothetical Examples for Comparison Purposes

 

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in a Fund with the ongoing costs of investing in other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

11

 

 

 

Beginning
Account Value
March 1, 2022

Ending
Account Value
August 31, 2022

Expenses Paid
During Period
(2)

Annualized
Expense Ratio
(3)

Actual Six-Month
Total Investment
Returns for
the Funds

Penn Capital Floating Rate Income Fund(1)

         

Actual

$ 1,000.00

$ 984.60

$ 3.20

0.64%

-1.54%

Hypothetical (5% return before expenses)

1,000.00

1,021.98

3.26

0.64%

N/A

Penn Capital Mid Cap Core Fund(1)

         

Actual

$ 1,000.00

$ 850.70

$ 4.94

1.06%

-14.93%

Hypothetical (5% return before expenses)

1,000.00

1,019.86

5.40

1.06%

N/A

Penn Capital Opportunistic High Income Fund(1)

         

Actual

$ 1,000.00

$ 922.00

$ 3.49

0.72%

-7.80%

Hypothetical (5% return before expenses)

1,000.00

1,021.58

3.67

0.72%

N/A

Penn Capital Short Duration High Income Fund

         

Actual

$ 1,000.00

$ 979.80

$ 2.69

0.54%

-2.02%

Hypothetical (5% return before expenses)

1,000.00

1,022.48

2.75

0.54%

N/A

Penn Capital Special Situations Small Cap Equity Fund(1)

         

Actual

$ 1,000.00

$ 858.40

$ 5.11

1.09%

-14.16%

Hypothetical (5% return before expenses)

1,000.00

1,019.71

5.55

1.09%

N/A

 

 

(1)

Information is for Institutional Class shares.

 

(2)

Expenses are equal to each Fund’s annualized expense ratio, net of waivers and excluding acquired fund fees and expenses, if any, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period.

 

(3)

Ratios reflect expenses waived by the Funds’ investment adviser. Without these waivers, each Fund’s expenses would have been higher and the ending account values would have been lower.

 

12

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Bank Loans: 83.4%(a)(b)

       

Advertising & Marketing: 0.6%

       

Terrier Media Buyer, Inc., 5.166% (1 Month US LIBOR + 3.500%), 12/17/26

  $ 195,030     $ 188,935  
                 

Apparel & Textile Products: 3.1%

               

Calceus Acquisition, Inc., 7.075% (1 Month US LIBOR + 5.500%), 3/31/25

    368,043       327,558  

Canada Goose, Inc., 4.506% (1 Month US LIBOR + 3.500%), 10/7/27

    346,251       338,785  

Crocs, Inc., 4.030% (TSFR1M + 3.500%), 2/20/29

    299,250       287,654  
              953,997  

Asset Management: 3.7%

               

Fiserv Investment Solutions, Inc., 5.455% (1 Month US LIBOR + 4.000%), 2/26/27

    196,000       188,650  

Hightower Holding LLC, 5.098% (1 Month US LIBOR + 4.000%), 4/21/28

    198,500       192,297  

Nexus Buyer LLC, 5.416% (1 Month US LIBOR + 3.750%), 10/30/26

    243,750       236,335  

Russell Investments US Institutional Holdco, Inc., 5.000%, 5/30/25

               

(6 Month US LIBOR + 3.500%)

    138,702       130,988  

(6 Month US LIBOR + 3.500%)

    59,620       56,303  

The Edelman Financial Engines Center LLC, 5.166% (1 Month US LIBOR + 3.750%), 4/7/28

    192,803       184,678  

Victory Capital Holdings, Inc., 3.219% (1 Month US LIBOR + 2.250%), 7/1/26

    158,792       154,823  
              1,144,074  

Cable & Satellite: 3.3%

               

Cogeco Communications USA II LP, 3.666% (1 Month US LIBOR + 2.000%), 8/9/24

    240,430       234,821  

CSC Holdings LLC, 4.249% (1 Month US LIBOR + 2.250%), 7/17/25

    237,469       229,604  

DirecTV Financing LLC, 7.372% (1 Month US LIBOR + 5.000%), 8/2/27

    329,595       314,680  

Ziggo Financing Partnership, 4.891% (1 Month US LIBOR + 2.500%), 4/17/28

    250,000       241,095  
              1,020,200  

 

   

Principal

   

Value

 

Chemicals: 4.0%

               

Avient Corp. T/L B (07/22), 3.750%, 9/30/29(d)

  $ 250,000     $ 248,750  

Diamond BC BV, 3.514%, 10/31/28

               

(3 Month US LIBOR + 2.750%)

    248,125       238,716  

(1 Month US LIBOR + 2.750%)

    625       601  

Gemini HDPE LLC, 4.240% (1 Month US LIBOR + 3.000%), 12/31/27

    187,337       183,684  

Lummus Technology Holdings V LLC, 5.872% (1 Month US LIBOR + 3.500%), 6/30/27

    187,482       180,647  

Schweitzer-Mauduit International, Inc., 5.438% (1 Month US LIBOR + 4.000%), 1/27/28

    198,000       188,100  

Trinseo Materials Operating SCA, 4.166%, 5/15/28

               

(1 Month US LIBOR + 2.500%)

    163,152       156,626  

(1 Month US LIBOR + 2.500%)

    34,848       33,454  
              1,230,578  

Commercial Support Services: 4.2%

               

Covanta Holding Corp., 4.872% (1 Month US LIBOR + 2.500%), 12/29/28

    330,272       322,980  

Covanta Holding Corp., 4.166% (1 Month US LIBOR + 2.500%), 12/29/28

    24,800       24,252  

GFL Environmental, Inc., 4.239% (1 Month US LIBOR + 3.000%), 5/30/25

    197,000       195,686  

Prime Security Services T/L, 4.463% (1 Month US LIBOR + 2.750%), 9/23/26

    278,713       271,876  

R1 RCM T/L B, 4.525%, 5/12/29

    300,000       294,939  

TruGreen Limited Parternship T/L, 5.666% (1 Month US LIBOR + 4.000%), 10/29/27

    197,000       188,628  
              1,298,361  

Construction Materials Manufacturing: 1.2%

Quikrete Holdings, Inc., 4.997% (1 Month US LIBOR + 2.625%), 11/15/23

    376,875       362,331  
         

Containers & Packaging Manufacturing: 2.6%

       

Graham Packaging Co., Inc., 5.372% (1 Month US LIBOR + 3.000%), 8/4/27

    193,483       188,646  

Pactiv Evergreen Group Holdings, Inc., 5.166%, 9/20/28

               

(1 Month US LIBOR + 3.500%)

    40,327       39,175  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

13

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

(1 Month US LIBOR + 3.500%)

  $ 183,178     $ 177,945  

(1 Month US LIBOR + 3.500%)

    24,620       23,916  

Pactiv Evergreen Group Holdings, Inc., 4.916%, 2/5/26

               

(1 Month US LIBOR + 3.250%)

    27,841       27,122  

(1 Month US LIBOR + 3.250%)

    45,603       44,425  

(1 Month US LIBOR + 3.250%)

    123,556       120,364  

Sabert Corp., 6.875% (1 Month US LIBOR + 4.500%), 11/26/26

    180,111       177,410  
              799,003  

E-Commerce Discretionary: 0.6%

               

CNT Holdings I Corp., 5.368% (1 Month US LIBOR + 3.750%), 10/16/27

    197,500       192,738  
                 

Electric Utilities: 0.6%

               

Vistra Operations Co. LLC, 3.906%, 12/15/25

               

(1 Month US LIBOR + 1.750%)

    38,519       37,706  

(1 Month US LIBOR + 1.750%)

    156,003       152,714  
              190,420  

Engineering & Construction: 1.2%

               

Centuri Group, Inc., 4.081%, 9/29/28

               

(1 Month US LIBOR + 2.500%)

    500       487  

(3 Month US LIBOR + 2.500%)

    176,166       171,487  

Pike Corp., 4.670% (1 Month US LIBOR + 3.000%), 1/21/28

    196,575       191,938  
              363,912  

Entertainment Content: 1.8%

               

Alchemy Copyrights LLC, 4.713% (1 Month US LIBOR + 3.000%), 8/5/27

    176,857       174,204  

Playtika Holding Corp., 5.122% (1 Month US LIBOR + 2.750%), 3/13/28

    197,500       192,934  

Univision Communications, Inc., 6.254% (TSFR1M + 4.250%), 6/9/29

    200,000       196,000  
              563,138  

Food Production: 3.3%

               

Chobani LLC, 5.166% (1 Month US LIBOR + 3.500%), 10/20/27(d)

    296,500       284,086  

Froneri US, Inc., 4.622%, 1/29/27

               

(1 Month US LIBOR + 2.250%)

    134,704       129,596  

(1 Month US LIBOR + 2.250%)

    61,296       58,972  

 

 

   

Principal

   

Value

 

HLF Financing Sarl LLC, 4.166% (1 Month US LIBOR + 2.500%), 8/8/25

  $ 220,625     $ 214,145  

Whole Earth Brands, Inc., 6.125% (1 Month US LIBOR + 4.500%), 2/2/28

    346,744       322,472  
              1,009,271  

Health Care Facilities & Services: 4.9%

       

ADMI Corp., 5.747% (1 Month US LIBOR + 3.250%), 12/23/27

    346,744       318,942  

Cambrex Corp., 5.927% (1 Month US LIBOR + 3.500%), 12/4/26

    239,209       231,959  

FC Compassus LLC, 7.127% (1 Month US LIBOR + 4.250%), 12/31/26

    195,030       175,527  

Option Care Health, Inc., 5.122% (1 Month US LIBOR + 2.750%), 11/30/28

    298,500       294,957  

PetVet Care Centers LLC, 4.416% (1 Month US LIBOR + 2.750%), 2/28/25

    312,931       300,022  

Select Medical Corp., 4.170% (6 Month US LIBOR + 2.500%), 3/6/24

    212,163       207,190  
              1,528,597  

Home & Office Products Manufactering: 0.8%

       

Weber-Stephen Products LLC, 4.916% (1 Month US LIBOR + 3.250%), 11/30/27

    310,863       263,235  
         

Housing: 0.6%

               

Foundation Building Materials, Inc., 4.489%, 1/31/28

               

(3 Month US LIBOR + 3.250%)

    202,438       192,568  

(1 Month US LIBOR + 3.250%)

    513       488  
              193,056  

Industrial Intermediate Products: 0.6%

       

Gates Global LLC, 4.166% (1 Month US LIBOR + 2.750%), 3/31/27

    197,805       193,623  
                 

Insurance: 1.2%

               

Asurion LLC, 5.622% (1 Month US LIBOR + 3.250%), 12/23/26

    197,000       180,115  

HUB International Ltd., 4.214%, 4/18/25

               

(2 Month US LIBOR + 3.000%)

    511       500  

(3 Month US LIBOR + 3.000%)

    195,688       191,367  
              371,982  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

14

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Internet Media & Services: 4.9%

               

Arches Buyer, Inc., 5.622% (1 Month US LIBOR + 3.250%), 12/6/27

  $ 296,000     $ 279,042  

Buzz Merger Sub Ltd., 5.096% (1 Month US LIBOR + 2.750%), 1/22/27

    244,375       237,655  

Endurance International Group Holdings, Inc., 5.291% (1 Month US LIBOR + 3.500%), 2/10/28

    202,950       189,886  

Go Daddy Operating Co. LLC, 3.416%, 2/15/24

               

(1 Month US LIBOR + 1.750%)

    73,346       72,561  

(1 Month US LIBOR + 1.750%)

    238,572       236,017  

Match Group Holdings II LLC, 3.194% (1 Month US LIBOR + 1.750%), 2/7/27

    200,000       194,000  

Shutterfly, Inc., 7.250% (1 Month US LIBOR + 5.000%), 9/25/26

    405,900       305,610  
              1,514,771  

Leisure Facilities & Services: 7.2%

               

Alterra Mountain Co., 5.872% (1 Month US LIBOR + 3.500%), 8/17/28

    239,441       232,557  

Caesars Resort Collection LLC, 5.872% (1 Month US LIBOR + 3.500%), 7/21/25

    112,611       111,541  

Carnival Corp., 3.750% (1 Month US LIBOR + 3.000%), 6/30/25

    246,851       234,664  

Century Casinos T/L (03/22), 7.625%, 3/23/29

    249,375       238,777  

Dave & Buster’s, Inc., 7.427% (TSFR1M + 5.000%), 6/22/29

    300,000       292,749  

Hilton Grand Vacations LLC, 5.372% (1 Month US LIBOR + 3.000%), 7/31/28

    248,125       242,336  

IRB Holding Corp., 5.122% (1 Month US LIBOR + 2.750%), 2/5/25

    241,309       235,981  

IRB Holding Corp., 5.437% (SOFR + 3.000%), 12/15/27

    197,000       190,310  

Scientific Games Holdings LP, 4.175% (TSFR1M + 3.500%), 2/3/29

    250,000       240,452  

Scientific Games International, Inc., 5.044% (TSFR1M + 3.000%), 4/6/29

    250,000       245,625  
              2,264,992  

Machinery Manufacturing: 1.4%

               

ASP Blade Holdings, Inc., 6.372% (1 Month US LIBOR + 4.000%), 12/31/28

    248,824       231,762  

 

 

   

Principal

   

Value

 

EWT Holdings III Corp., 4.188% (1 Month US LIBOR + 2.500%), 3/10/28

  $ 198,000     $ 195,277  
              427,039  

Oil & Gas Producers: 3.1%

               

AL GCX Holdings (Arclight) T/L B, 5.916% (TSFR1M + 3.750%), 4/20/29

    300,000       296,157  

CQP Holdco LP, 6.000% (1 Month US LIBOR + 3.750%), 6/5/28

    247,500       242,364  

Freeport LNG Investments LLLP, 4.563% (1 Month US LIBOR + 3.500%), 11/17/28

    246,674       236,329  

GIP II Blue Holding LP, 5.506% (1 Month US LIBOR + 4.500%), 9/22/28

    201,022       198,760  
              973,610  

Oil & Gas Services & Equipment: 1.4%

       

ChampionX T/L B1 (05/22) (Apergy), 5.080%, 5/14/29

    300,000       298,500  

Keane Group Holdings LLC, 5.938% (US LIBOR + 3.750%), 6/30/25(d)

    130,000       126,263  
              424,763  

Pharmaceuticals: 0.8%

               

Agiliti Health, Inc., 4.500%, 10/18/25

               

(1 Month US LIBOR + 2.750%)

    243,073       236,996  

(1 Month US LIBOR + 2.750%)

    630       614  
              237,610  

Publishing & Broadcasting: 2.8%

               

Clear Channel Outdoor Holdings, Inc., 6.306% (1 Month US LIBOR + 3.500%), 8/7/26

    342,869       316,821  

Cumulus Media New Holdings, Inc., 4.750% (1 Month US LIBOR + 3.750%), 3/30/26

    145,298       139,486  

The E.W. Scripps Co., 4.935% (1 Month US LIBOR + 2.563%), 5/1/26

    242,152       237,461  

The E.W. Scripps Co., 5.122% (1 Month US LIBOR + 3.000%), 1/7/28

    165,750       163,174  
              856,942  

Retail - Consumer Discretionary: 5.4%

       

Great Outdoors Group T/L (Bass Pro) LLC, 6.122% (1 Month US LIBOR + 3.750%), 3/31/28

    347,375       335,564  

Jo-Ann Stores LLC, 5.964% (1 Month US LIBOR + 4.750%), 7/7/28

    247,500       160,051  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

15

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

LBM Acquisition LLC, 5.416% (1 Month US LIBOR + 3.750%), 12/17/27(d)

  $ 211,705     $ 192,704  

PetSmart, Inc., 4.500% (1 Month LIBOR USD + 3.750%), 2/11/28

    198,000       193,050  

Savers, Inc., 6.506% (1 Month US LIBOR + 5.750%), 4/6/27

    198,500       194,034  

Staples, Inc., 5.786% (1 Month US LIBOR + 4.500%), 9/12/24

    307,569       290,173  

White Cap Buyer LLC, 5.275% (1 Month US LIBOR + 4.000%), 10/8/27

    345,386       333,063  
              1,698,639  

Semiconductors: 0.9%

               

II-VI, Inc., 5.123% (1 Month US LIBOR + 2.750%), 12/1/28(d)

    300,000       293,124  
                 

Software: 6.4%

               

Azalea TopCo, Inc., 4.739% (1 Month US LIBOR + 3.500%), 7/27/26

    291,750       279,059  

McAfee Corp., 6.407% (TSFR1M + 4.000%), 2/2/29

    300,000       283,875  

Proofpoint, Inc., 4.825% (1 Month US LIBOR + 3.250%), 6/9/28

    199,000       191,189  

Rackspace Technology Global, Inc., 4.160%, 2/15/28

               

(3 Month US LIBOR + 2.750%)

    346,242       278,677  

(1 Month US LIBOR + 2.750%)

    879       707  

UKG, Inc., 5.535% (1 Month US LIBOR + 3.250%), 5/4/26

    297,014       287,308  

Waystar Technologies, Inc., 6.372% (1 Month US LIBOR + 4.000%), 10/31/26(d)

    347,364       339,402  

Xperi Holding Corp., 5.166% (1 Month US LIBOR + 3.500%), 6/1/25

    350,604       342,936  
              2,003,153  

Specialty Finance: 0.7%

               

TransUnion LLC, 3.416% (1 Month US LIBOR + 1.750%), 11/13/26

    237,411       232,070  
                 

Specialty Retail: 1.3%

               

BDF Acquisition Corp., 7.622% (1 Month US LIBOR + 5.250%), 8/14/23

    437,200       397,441  
                 

Technology Hardware: 0.8%

               

Maxar Technologies, Inc., 6.677% (TSFR1M + 4.250%), 6/29/29

    250,000       239,625  

 

 

   

Principal

   

Value

 

Technology Services: 2.6%

               

NAB Holdings T/L, 5.204% (SOFR + 3.000%), 11/17/28

  $ 348,250     $ 335,988  

Paysafe Holdings US Corp., 4.416% (1 Month US LIBOR + 2.750%), 4/30/25

    248,120       231,372  

Sabre GLBL Inc. T/L 8/22, 7.285%, 6/30/28(d)

    250,000       240,625  
              807,985  

Telecommnications: 3.2%

               

Altice France SA, 6.905% (1 Month US LIBOR + 4.000%), 7/13/26

    235,023       227,267  

Cincinnati Bell, Inc., 5.677% (SOFR + 3.250%), 12/29/28

    348,250       340,488  

Gogo Intermediate Holdings LLC, 4.989% (1 Month US LIBOR + 3.750%), 4/28/28

    198,000       193,751  

Lumen Technologies, Inc., 4.622% (1 Month US LIBOR + 2.250%), 3/15/27

    243,750       229,125  
              990,631  

Transportation & Logistics: 1.3%

               

American Airlines, Inc., 7.460% (1 Month US LIBOR + 4.750%), 4/20/28

    200,000       196,584  

SkyMiles IP Ltd., 4.813% (1 Month US LIBOR + 3.750%), 10/20/27

    200,000       202,392  
              398,976  

Wholesale - Consumer Discretionary: 0.9%

       

Dealer Tire LLC, 5.916%, 12/12/25

               

(1 Month US LIBOR + 4.250%)

    100,551       99,646  

(1 Month US LIBOR + 4.250%)

    170,559       169,024  
              268,670  

Total Bank Loans (cost $26,861,925)

            25,897,492  
                 

Corporate Bonds: 12.5%

               

Aerospace & Defense: 0.5%

               

TransDigm, Inc., 8.000%, 12/15/25(c)

    160,000       163,872  
                 

Cable & Satellite: 0.4%

               

Dish DBS Corp., 5.875%, 11/15/24

    150,000       135,750  
         

Containers & Packaging Manufacturing: 0.6%

       

Matthews International Corp., 5.250%, 12/1/25(c)

    200,000       182,110  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

16

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Entertainment Content: 0.6%

               

Univision Communications, Inc., 5.125%, 2/15/25(c)

  $ 195,000     $ 188,355  
                 

Gas & Water Utilities: 0.4%

               

Rockpoint Gas Storage Canada Ltd., 7.000%, 3/31/23(c)

    138,000       136,620  
                 

Leisure Facilities & Services: 2.4%

               

Arrow Bidco LLC, 9.500%, 3/15/24(c)

    115,000       114,716  

Carnival Corp., 10.500%, 2/1/26(c)

    385,000       396,548  

International Game Technology PLC, 6.500%, 2/15/25(c)

    200,000       198,500  
              709,764  

Oil & Gas Producers: 1.5%

               

Matador Resources Co., 5.875%, 9/15/26

    150,000       146,828  

New Fortress Energy Inc., 6.5% 9/30/26(c)

    188,000       170,523  

SM Energy Co. 5.625% 06/01/25

    150,000       145,875  
              463,226  

Oil & Gas Services & Equipment: 1.0%

       

Oceaneering International, Inc., 4.650%, 11/15/24

    200,000       186,584  

Weatherford International Ltd., 11.000%, 12/1/24(c)

    124,000       125,897  
              312,481  

Home & Office Products Manufacturing: 0.5%

       

CD&R Smokey Buyer, Inc., 6.750%, 7/15/25(c)

    165,000       153,450  
                 

Publishing & Broadcasting: 0.4%

               

Cumulus Media New Holdings, Inc., 6.750%, 7/1/26(c)

    155,000       138,647  
                 

Real Estate Investment Trusts (REITs): 1.0%

       

VICI Properties LP / VICI Note Co, Inc., 4.625%, 6/15/25(c)

    150,000       145,194  

XHR LP, 6.375%, 8/15/25(c)

    160,000       155,289  
              300,483  

Specialty Finance: 0.9%

               

Fortress Transportation and Infrastructure Investors LLC, 6.500%, 10/1/25(c)

    122,000       113,662  

 

 

   

Principal

   

Value

 

Starwood Property Trust, Inc., 3.750%, 12/31/24(c)

  $ 190,000     $ 177,043  
              290,705  

Technology Services: 0.5%

               

Sabre GLBL, Inc., 9.250%, 4/15/25(c)

    165,000       162,573  
                 

Tobacco & Cannabis: 0.4%

               

Turning Point Brands, Inc., 5.625%, 2/15/26(c)

    145,000       128,663  
                 

Transportation & Logistics: 1.0%

               

Allegiant Travel Co., 7.250%, 8/15/27(c)

    300,000       297,969  
                 

Wholesale - Consumer Staples: 0.4%

       

KeHE Distributors LLC, 8.625%, 10/15/26(c)

    109,000       110,363  

Total Corporate Bonds (cost $4,049,588)

            3,875,031  
                 
   

Number of
Shares

         

Short-Term Investments: 6.7%

               

U.S. Bank Money Market Deposit Account, 1.00%(e)

    2,085,171       2,085,171  

Total Short-Term Investments: (cost $2,085,171)

            2,085,171  
                 

Total Investments - 102.6% (cost $32,996,684)

            31,857,694  

Liabilities in Excess of Other Assets (2.6)%

            (808,878 )

Net Assets: 100.0%

          $ 31,048,816  

 

 

Percentages are stated as a percent of net assets.

 

(a)

Bank Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

 

(b)

Senior floating-rate loans (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will typically have an expected average life of approximately two to four years.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

17

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Floating Rate Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

(c)

Securities purchased pursuant to Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.” As of August 31, 2022, the value of these investments was $3,259,994, or 10.5% of total net assets.

 

(d)

All or a portion of this loan is unfunded - See note.

 

(e)

The rate shown is as of August 31, 2022.

 

Country Exposure (as a percentage of total investments)

United States

97.4%

Panama

1.2%

United Kingdom

0.6%

Canada

0.4%

Bermuda

0.4%

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

18

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Number of
Shares

   

Value

 

Common Stocks: 88.1%

       

Aerospace & Defense: 1.3%

       

Mercury Systems, Inc.*

    3,318     $ 159,695  
                 

Air Freight & Logistics: 1.8%

               

GXO Logistics, Inc.*

    2,494       110,684  

XPO Logistics, Inc.*

    2,251       117,997  
              228,681  

Banks: 8.1%

               

Pinnacle Financial Partners, Inc.

    3,623       292,412  

Seacoast Banking Corp of Florida

    8,137       262,988  

Texas Capital Bancshares, Inc.*

    4,385       258,846  

Western Alliance Bancorp

    2,980       228,626  
              1,042,872  

Biotechnology: 4.9%

               

BioMarin Pharmaceutical, Inc.*

    1,921       171,353  

Halozyme Therapeutics, Inc.*

    4,702       191,513  

United Therapeutics Corp.*

    1,124       254,721  
              617,587  

Building Products: 1.6%

               

Lennox International, Inc.

    849       203,862  
                 

Chemicals: 5.3%

               

CF Industries Holdings, Inc.

    2,304       238,372  

Livent Corp.*

    7,080       227,834  

Olin Corp.

    3,735       204,155  
              670,361  

Construction Materials: 1.9%

               

Martin Marietta Materials, Inc.

    701       243,745  
                 

Consumer Finance: 1.1%

               

OneMain Holdings, Inc.

    4,169       145,623  
                 

Electrical Equipment: 1.8%

               

nVent Electric PLC

    7,063       232,796  
                 

Food & Staples Retailing: 0.8%

               

Performance Food Group Co.*

    1,918       95,862  
                 

Health Care Equipment & Supplies: 3.6%

       

CONMED Corp.

    2,313       204,862  

Lantheus Holdings, Inc.*

    3,116       245,541  
              450,403  

 

 

   

Number of
Shares

   

Value

 

Hotels, Restaurants & Leisure: 4.6%

       

MGM Resorts International

  $ 5,054     $ 164,963  

Planet Fitness, Inc. - Class A*

    3,439       232,992  

Vail Resorts, Inc.

    807       181,317  
              579,272  

Independent Power and Renewable Electricity Producers: 2.3%

Vistra Corp.

    11,748       290,763  
                 

Insurance: 7.0%

               

Arch Capital Group Ltd.*

    6,709       306,736  

Axis Capital Holdings Ltd.

    4,361       231,787  

Lincoln National Corp.

    2,591       119,341  

Primerica, Inc.

    1,794       227,390  
              885,254  

Interactive Media & Services: 0.7%

               

IAC, Inc.*

    1,340       86,122  
                 

IT Services: 1.8%

               

GoDaddy, Inc. - Class A*

    2,984       226,247  
                 

Life Sciences Tools & Services: 1.9%

Avantor, Inc.*

    9,505       236,770  
                 

Machinery: 1.8%

               

Chart Industries, Inc.*

    1,198       232,244  
                 

Marine: 2.4%

               

Kirby Corp.*

    4,476       300,161  
                 

Media: 3.6%

               

Fox Corp. - Class B

    6,757       213,656  

Liberty Media Corp.-Liberty SiriusXM - Class A*

    5,877       244,131  
              457,787  

Metals & Mining: 3.4%

               

Constellium SE*

    13,786       183,629  

Steel Dynamics, Inc.

    3,033       244,824  
              428,453  

Oil, Gas & Consumable Fuels: 5.5%

               

Chesapeake Energy Corp.

    3,212       322,774  

Diamondback Energy, Inc.

    2,847       379,448  
              702,222  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

19

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Number of
Shares

   

Value

 

Pharmaceuticals: 2.8%

               

Catalent, Inc.*

    2,118     $ 186,384  

Perrigo Co Plc

    4,344       162,552  
              348,936  

Professional Services: 1.5%

               

TransUnion

    2,587       191,102  
                 

Real Estate Management & Development: 1.4%

       

Kennedy-Wilson Holdings, Inc.

    10,197       179,059  
                 

Semiconductors & Semiconductor Equipment: 5.5%

Allegro MicroSystems, Inc.*

    10,441       243,484  

Kulicke & Soffa Industries, Inc.

    4,504       189,348  

Skyworks Solutions, Inc.

    973       95,889  

Teradyne, Inc.

    1,975       167,164  
              695,885  

Software: 2.6%

               

RingCentral, Inc. - Class A*

    2,738       117,844  

Tyler Technologies, Inc.*

    577       214,361  
              332,205  

Specialty Retail: 3.4%

               

Burlington Stores, Inc.*

    975       136,685  

Five Below, Inc.*

    1,310       167,523  

Floor & Decor Holdings, Inc. - Class A*

    1,492       121,389  
              425,597  

Technology Hardware, Storage & Peripherals: 1.2%

Western Digital Corp.*

    3,715       156,996  
                 

Trading Companies & Distributors: 2.5%

       

H&E Equipment Services, Inc.

    4,886       154,691  

United Rentals, Inc.*

    549       160,330  
              315,021  

Total Common Stocks (cost $8,779,943)

            11,161,583  
                 

Equity Real Estate Investment Trusts (REITs): 7.4%

Apartment Income REIT Corp.

    6,051       247,183  

Healthcare Realty Trust, Inc.

    10,493       255,190  

Pebblebrook Hotel Trust

    9,650       170,033  

VICI Properties, Inc.

    7,942       262,007  
              934,413  

Total REITs (cost $925,013)

            934,413  

 

 

   

Number of
Shares

   

Value

 

Short-Term Investments 4.9%

               

U.S. Bank Money Market Deposit Account, 1.00%(b)

    626,258     $ 626,258  

Total Short-Term Investments (cost $626,258)

            626,258  
                 

Total Investments - 100.4% (cost $10,331,214)

            12,722,254  

Liabilities in Excess of Other Assets (0.4)%

            (45,044 )

Net Assets: 100.0%

          $ 12,677,210  

 

 

Percentages are stated as a percent of net assets.

 

*

Non-income producing security.

 

(a)

The rate shown is as of August 31, 2022.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

20

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

Country Exposure (as a percentage of total investments)

United States

91.3%

Bermuda

4.2%

Ireland

3.1%

France

1.4%

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The industry classifications presented in this report, present the Global Industry Classification Standard (GICS®). GICS® was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

21

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Opportunistic High Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Convertible Bonds: 3.1%

       

Cable & Satellite TV: 0.9%

       

DISH Network Corp., 3.375%, 8/15/26

  $ 245,000     $ 176,293  
 

Consumer/Commercial/Lease Financing: 0.4%

Block, Inc., 0.250%, 11/1/27

    85,000       65,628  
                 

Food - Wholesale: 0.5%

               

Herbalife Nutrition Ltd., 2.625%, 3/15/24

    90,000       82,890  
                 

Internet: 0.4%

               

Spotify USA, Inc., 0.000%, 3/15/26

    85,000       69,275  
                 

Pharmaceuticals: 0.5%

               

Tilray Brands, Inc., 5.000%, 10/1/23

    100,000       97,135  
                 

Software/Services: 0.4%

               

RingCentral, Inc., 0.000%, 3/15/26

    95,000       74,290  

Total Convertible Bonds (cost $632,354)

            565,511  
                 

Corporate Bonds: 85.6%

               

Advertising: 1.4%

               

Clear Channel Outdoor Holdings, Inc., 5.125%, 8/15/27(a)

    50,000       44,781  

Clear Channel Outdoor Holdings, Inc., 7.500%, 6/1/29(a)

    115,000       92,457  

Stagwell Global LLC, 5.625%, 8/15/29(a)

    135,000       114,487  
              251,725  

Aerospace/Defense: 1.3%

               

Bombardier, Inc., 7.500%, 3/15/25(a)

    95,000       92,923  

Maxar Technologies, Inc., 7.750%, 6/15/27(a)

    65,000       64,512  

Triumph Group, Inc., 7.750%, 8/15/25

    90,000       75,796  
              233,231  

Air Transportation: 2.3%

               

American Airlines, Inc., 5.750%, 4/20/29(a)

    145,000       130,897  

American Airlines, Inc., 11.750%, 7/15/25(a)

    80,000       88,401  

United Airlines, Inc., 4.625%, 4/15/29(a)

    90,000       78,975  

 

 

   

Principal

   

Value

 

VistaJet Malta Finance PLC / XO Management Holding, Inc., 6.375%, 2/1/30(a)

  $ 60,000     $ 51,600  

VistaJet Malta Finance PLC / XO Management Holding, Inc., 7.875%, 5/1/27(a)

    70,000       64,575  
              414,448  

Auto Parts & Equipment: 1.4%

               

American Axle & Manufacturing, Inc., 6.875%, 7/1/28

    85,000       80,715  

American Axle & Manufacturing, Inc., 5.000%, 10/1/29

    50,000       42,104  

The Goodyear Tire & Rubber Co., 5.000%, 7/15/29

    20,000       17,929  

The Goodyear Tire & Rubber Co., 5.250%, 7/15/31

    65,000       56,020  

The Goodyear Tire & Rubber Co., 7.000%, 3/15/28

    55,000       56,017  
              252,785  

Automakers: 1.2%

               

Ford Motor Co., 6.625%, 10/1/28

    215,000       220,310  
                 

Brokerage: 0.5%

               

StoneX Group, Inc., 8.625%, 6/15/25(a)

    95,000       96,662  
                 

Building & Construction: 2.6%

               

Ashton Woods USA LLC, 4.625%, 8/1/29(a)

    95,000       74,558  

Ashton Woods USA LLC / Ashton Woods Finance Co., 4.625%, 4/1/30(a)

    95,000       74,943  

Brookfield Residential Properties, Inc., 5.000%, 6/15/29(a)

    85,000       67,618  

Great Lakes Dredge & Dock Corp., 5.250%, 6/1/29(a)

    100,000       85,293  

Pike Corp., 5.500%, 9/1/28(a)

    100,000       82,671  

Taylor Morrison Communities, Inc., 5.125%, 8/1/30(a)

    90,000       77,228  
              462,311  

Building Materials: 0.7%

               

Eco Material Technologies, Inc., 7.875%, 1/31/27(a)

    140,000       130,564  
                 

Cable & Satellite TV: 3.5%

               

CCO Holdings LLC, 4.500%, 8/15/30(a)

    135,000       113,532  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

22

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

CSC Holdings LLC, 7.500%, 4/1/28(a)

  $ 200,000     $ 177,778  

CSC Holdings LLC, 6.500%, 2/1/29(a)

    200,000       184,047  

DIRECTV Holdings LLC, 5.875%, 8/15/27(a)

    105,000       96,075  

DISH DBS Corp., 5.250%, 12/1/26(a)

    75,000       61,922  
              633,354  

Chemicals: 2.2%

               

Avient Corp., 7.125%, 8/1/30(a)

    70,000       69,120  

Chemours Co/The, 5.750%, 11/15/28(a)

    55,000       49,225  

Olin Corp., 5.625%, 8/1/29

    190,000       181,026  

Venator Finance Sarl, 5.750%, 7/15/25(a)

    125,000       91,875  
              391,246  

Consumer/Commercial/Lease Financing: 2.7%

       

Enova International, Inc., 8.500%, 9/15/25(a)

    125,000       116,607  

Fortress Transportation and Infrastructure Investors LLC, 9.750%, 8/1/27(a)

    45,000       45,109  

Fortress Transportation and Infrastructure Investors LLC, 5.500%, 5/1/28(a)

    65,000       55,306  

Global Aircraft Leasing Co. Ltd., 7.250% Cash or 7.000% PIK, 9/15/24(a)

    130,000       105,173  

Navient Corp., 6.750%, 6/25/25

    95,000       91,675  

Navient Corp., 4.875%, 3/15/28

    60,000       48,992  

OneMain Finance Corp., 6.625%, 1/15/28

    25,000       22,857  
              485,719  

Department Stores: 1.7%

               

Macy’s Retail Holdings LLC, 5.875%, 4/1/29(a)

    105,000       90,878  

Neiman Marcus Group LLC, 7.125%, 4/1/26(a)

    225,000       210,503  
              301,381  

Diversified Capital Goods: 0.6%

               

Madison IAQ LLC, 5.875%, 6/30/29(a)

    130,000       106,943  
                 

Electric - Generation: 1.5%

               

Leeward Renewable Energy Operations LLC, 4.250%, 7/1/29(a)

    70,000       57,700  

 

 

   

Principal

   

Value

 

Sunnova Energy Corp., 5.875%, 9/1/26(a)

  $ 95,000     $ 87,638  

Vistra Corp., 8.000% (5 Year CMT Rate + 6.930%), 4/15/27(a)

    130,000       124,475  
              269,813  

Energy - Exploration & Production: 6.9%

       

Antero Resources Corp., 7.625%, 2/1/29(a)

    90,000       91,547  

Callon Petroleum Co., 8.250%, 7/15/25

    120,000       118,500  

Comstock Resources, Inc., 6.750%, 3/1/29(a)

    145,000       138,399  

Comstock Resources, Inc., 5.875%, 1/15/30(a)

    145,000       132,662  

Earthstone Energy Holdings LLC, 8.000%, 4/15/27(a)

    95,000       92,566  

Hilcorp Energy I LP, 6.250%, 11/1/28(a)

    125,000       118,117  

Northern Oil and Gas, Inc., 8.125%, 3/1/28(a)

    135,000       129,600  

Occidental Petroleum Corp., 6.625%, 9/1/30

    110,000       117,513  

Occidental Petroleum Corp., 6.125%, 1/1/31

    90,000       93,533  

Penn Virginia Holdings LLC, 9.250%, 8/15/26(a)

    130,000       127,634  

SM Energy Co., 6.750%, 9/15/26

    65,000       63,924  

SM Energy Co., 6.500%, 7/15/28

    35,000       33,705  
              1,257,700  

Food - Wholesale: 2.0%

               

BellRing Brands, Inc., 7.000%, 3/15/30(a)

    140,000       133,699  

HLF Financing Sarl LLC, 4.875%, 6/1/29(a)

    55,000       43,404  

KeHE Distributors LLC, 8.625%, 10/15/26(a)

    96,000       97,200  

Simmons Foods, Inc., 4.625%, 3/1/29(a)

    105,000       92,870  
              367,173  

Food & Drug Retailers: 1.1%

               

Rite Aid Corp., 8.000%, 11/15/26(a)

    100,000       81,500  

SEG Holding LLC, 5.625%, 10/15/28(a)

    120,000       108,487  
              189,987  

Forestry/Paper: 0.4%

               

Mercer International, Inc., 5.125%, 2/1/29

    90,000       78,575  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

23

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Gaming: 2.2%

               

Affinity Gaming, 6.875%, 12/15/27(a)

  $ 65,000     $ 56,445  

Boyd Gaming Corp., 4.750%, 12/1/27

    140,000       130,686  

CCM Merger, Inc., 6.375%, 5/1/26(a)

    65,000       61,085  

Scientific Games Holdings LP/Scientific Games US FinCo, Inc., 6.625%, 3/1/30(a)

    100,000       88,930  

Station Casinos LLC, 4.625%, 12/1/31(a)

    80,000       66,841  
              403,987  

Gas Distribution: 5.1%

               

Antero Midstream Partners LP, 5.375%, 6/15/29(a)

    95,000       87,106  

Blue Racer Midstream LLC, 6.625%, 7/15/26(a)

    40,000       37,864  

Blue Racer Midstream LLC, 7.625%, 12/15/25(a)

    40,000       39,800  

Cheniere Energy, Inc., 4.625%, 10/15/28

    95,000       91,538  

Crestwood Midstream Partners LP, 6.000%, 2/1/29(a)

    90,000       83,138  

DCP Midstream Operating LP, 5.125%, 5/15/29

    95,000       92,597  

EnLink Midstream Partners LP, 5.050%, 4/1/45

    125,000       90,055  

EnLink Midstream LLC, 6.500%, 9/1/30(a)

    55,000       54,725  

EQM Midstream Partners LP, 7.500%, 6/1/27(a)

    95,000       93,940  

New Fortress Energy, Inc., 6.750%, 9/15/25(a)

    125,000       120,919  

New Fortress Energy, Inc., 6.500%, 9/30/26(a)

    60,000       56,841  

Solaris Midstream Holdings LLC, 7.625%, 4/1/26(a)

    77,000       75,172  
              923,695  

Health Facilities: 2.8%

               

CHS/Community Health Systems, Inc., 6.875%, 4/1/28(a)

    165,000       85,962  

CHS/Community Health Systems, Inc., 6.000%, 1/15/29(a)

    105,000       86,180  

Option Care Health, Inc., 4.375%, 10/31/29(a)

    85,000       74,755  

Surgery Center Holdings, Inc., 6.750%, 7/1/25(a)

    65,000       62,712  

Tenet Healthcare Corp., 6.125%, 10/1/28(a)

    65,000       59,637  

 

 

   

Principal

   

Value

 

Tenet Healthcare Corp., 4.375%, 1/15/30(a)

  $ 100,000     $ 87,500  

Tenet Healthcare Corp., 6.125%, 6/15/30(a)

    40,000       38,404  
              495,150  

Health Services: 1.8%

               

DaVita, Inc., 4.625%, 6/1/30(a)

    165,000       132,831  

Modivcare, Inc., 5.875%, 11/15/25(a)

    110,000       103,429  

Pediatrix Medical Group, Inc., 5.375%, 2/15/30(a)

    100,000       85,247  
              321,507  

Hotels: 0.6%

               

Hilton Grand Vacations LLC, 5.000%, 6/1/29(a)

    75,000       66,361  

Hilton Grand Vacations LLC, 4.875%, 7/1/31(a)

    45,000       37,148  
              103,509  

Investments & Miscellaneous Financial Services: 0.6%

Icahn Enterprises LP, 5.250%, 5/15/27

    65,000       59,134  

Icahn Enterprises LP, 4.375%, 2/1/29

    55,000       46,779  
              105,913  

Machinery: 1.0%

               

Titan International, Inc., 7.000%, 4/30/28

    190,000       180,500  
                 

Managed Care: 1.2%

               

Centene Corp., 4.625%, 12/15/29

    230,000       216,669  
                 

Media - Diversified: 1.0%

               

News Corp., 3.875%, 5/15/29(a)

    135,000       117,450  

Urban One, Inc., 7.375%, 2/1/28(a)

    70,000       62,825  
              180,275  

Media Content: 2.8%

               

Beasley Mezzanine Holdings LLC, 8.625%, 2/1/26(a)

    105,000       81,900  

Cumulus Media New Holdings, Inc., 6.750%, 7/1/26(a)

    96,000       85,872  

Gray Television, Inc., 4.750%, 10/15/30(a)

    115,000       94,760  

Scripps Escrow II, Inc., 5.375%, 1/15/31(a)

    125,000       103,437  

Scripps Escrow, Inc., 5.875%, 7/15/27(a)

    50,000       45,249  

Univision Communications, Inc., 6.625%, 6/1/27(a)

    90,000       86,852  
              498,070  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

24

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Medical Products: 1.5%

               

AdaptHealth LLC, 6.125%, 8/1/28(a)

  $ 155,000     $ 142,613  

Medline Borrower LP, Inc., 3.875%, 4/1/29(a)

    140,000       118,650  
              261,263  

Metals/Mining Excluding Steel: 2.2%

       

FMG Resources August 2006 Pty Ltd., 6.125%, 4/15/32(a)

    70,000       64,694  

Freeport-McMoRan, Inc., 4.625%, 8/1/30

    95,000       87,945  

Hudbay Minerals, Inc., 4.500%, 4/1/26(a)

    155,000       140,662  

Taseko Mines Ltd., 7.000%, 2/15/26(a)

    120,000       98,965  
              392,266  

Oil Field Equipment & Services: 2.3%

Exterran Energy Solutions LP / EES Finance Corp., 8.125%, 5/1/25

    70,000       68,124  

Nabors Industries, Inc., 5.750%, 2/1/25

    95,000       87,574  

Oceaneering International, Inc., 4.650%, 11/15/24

    70,000       65,305  

USA Compression Partners LP / USA Compression Finance Corp., 6.875%, 4/1/26

    65,000       60,960  

Weatherford International Ltd., 11.000%, 12/1/24(a)

    14,000       14,214  

Weatherford International Ltd., 8.625%, 4/30/30(a)

    140,000       126,542  
              422,719  

Packaging: 1.0%

               

FXI Holdings, Inc., 12.250%, 11/15/26(a)

    60,000       50,025  

FXI Holdings, Inc., 7.875%, 11/1/24(a)

    90,000       74,722  

Pactiv LLC, 7.950%, 12/15/25

    60,000       55,850  
              180,597  

Personal & Household Products: 0.9%

               

CD&R Smokey Buyer, Inc., 6.750%, 7/15/25(a)

    95,000       88,350  

Energizer Holdings, Inc., 6.500%, 12/31/27(a)

    70,000       65,119  
              153,469  

Pharmaceuticals: 0.2%

               

Bausch Health Cos, Inc., 6.125%, 2/1/27(a)

    50,000       37,000  

 

 

   

Principal

   

Value

 

Printing & Publishing: 0.4%

               

Gannett Holdings LLC, 6.000%, 11/1/26(a)

  $ 100,000     $ 78,000  
         

Real Estate Development & Management: 1.7%

       

Hunt Cos, Inc., 5.250%, 4/15/29(a)

    100,000       84,500  

Kennedy-Wilson, Inc., 4.750%, 2/1/30

    90,000       72,567  

Realogy Group LLC, 5.750%, 1/15/29(a)

    140,000       109,686  

Realogy Group LLC / Realogy Co-Issuer Corp., 5.250%, 4/15/30(a)

    50,000       37,598  
              304,351  

Real Estate Investment Trusts (REITs): 2.8%

       

HAT Holdings I LLC, 3.375%, 6/15/26(a)

    100,000       86,779  

Iron Mountain, Inc., 5.250%, 3/15/28(a)

    50,000       45,875  

Iron Mountain, Inc., 4.875%, 9/15/29(a)

    125,000       108,403  

Rithm Capital Corp., 6.250%, 10/15/25(a)

    95,000       84,271  

Service Properties Trust, 5.250%, 2/15/26

    35,000       29,788  

Service Properties Trust, 4.350%, 10/1/24

    110,000       98,399  

Service Properties Trust, 7.500%, 9/15/25

    50,000       47,983  
              501,498  

Recreation & Travel: 2.7%

               

Carnival Corp., 10.500%, 2/1/26(a)

    40,000       41,200  

Carnival Corp., 7.625%, 3/1/26(a)

    155,000       131,959  

Carnival Corp., 4.000%, 8/1/28(a)

    85,000       70,868  

Life Time, Inc., 8.000%, 4/15/26(a)

    90,000       79,446  

SeaWorld Parks & Entertainment, Inc., 8.750%, 5/1/25(a)

    50,000       51,681  

SeaWorld Parks & Entertainment, Inc., 5.250%, 8/15/29(a)

    130,000       113,240  
              488,394  

Restuarants: 0.4%

               

Papa John’s International, Inc., 3.875%, 9/15/29(a)

    75,000       64,125  
                 

Software/Services: 0.5%

               

Unisys Corp., 6.875%, 11/1/27(a)

    105,000       87,602  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

25

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Specialty Retail: 2.1%

               

Bath & Body Works, Inc., 9.375%, 7/1/25(a)

  $ 18,000     $ 19,042  

Bath & Body Works, Inc., 6.625%, 10/1/30(a)

    95,000       86,304  

Crocs, Inc., 4.250%, 3/15/29(a)

    130,000       106,133  

Kontoor Brands, Inc., 4.125%, 11/15/29(a)

    65,000       55,435  

Shutterfly, Inc., 8.500%, 10/1/26(a)

    140,000       104,547  
              371,461  

Steel Producers/Products: 1.5%

               

Carpenter Technology Corp., 7.625%, 3/15/30

    85,000       83,769  

Cleveland-Cliffs, Inc., 4.625%, 3/1/29(a)

    70,000       62,141  

Commercial Metals Co., 3.875%, 2/15/31

    70,000       58,101  

Commercial Metals Co., 4.375%, 3/15/32

    80,000       68,079  
              272,090  

Support - Services: 6.8%

               

Arrow Bidco LLC, 9.500%, 3/15/24(a)

    95,000       94,765  

H&E Equipment Services, Inc., 3.875%, 12/15/28(a)

    110,000       92,937  

Pitney Bowes, Inc., 7.250%, 3/15/29(a)

    95,000       64,657  

Sabre GLBL, Inc., 9.250%, 4/15/25(a)

    170,000       167,499  

Sabre GLBL, Inc., 7.375%, 9/1/25(a)

    50,000       47,370  

Specialty Building Products Holdings LLC / SBP Finance Corp., 6.375%, 9/30/26(a)

    105,000       94,587  

SRS Distribution, Inc., 6.125%, 7/1/29(a)

    100,000       82,959  

Staples, Inc., 7.500%, 4/15/26(a)

    115,000       97,182  

Staples, Inc., 10.750%, 4/15/27(a)

    110,000       80,850  

The ADT Security Corp., 4.125%, 8/1/29(a)

    65,000       55,817  

The ADT Security Corp., 4.875%, 7/15/32(a)

    45,000       37,645  

The Hertz Corp., 4.625%, 12/1/26(a)

    105,000       89,934  

The Hertz Corp., 5.000%, 12/1/29(a)

    50,000       40,219  

United Rentals North America, Inc., 5.250%, 1/15/30

    140,000       132,440  

White Cap Buyer LLC, 6.875%, 10/15/28(a)

    80,000       70,091  
              1,248,952  

 

 

   

Principal

   

Value

 

Tech Hardware & Equipment: 0.8%

               

CommScope, Inc., 4.750%, 9/1/29(a)

  $ 35,000     $ 29,783  

Dell, Inc., 6.500%, 4/15/38

    120,000       120,564  
              150,347  

Telecom - Satellite: 0.4%

               

Telesat Canada / Telesat LLC, 5.625%, 12/6/26(a)

    125,000       72,874  
                 

Telecom - Wireless: 0.6%

               

United States Cellular Corp., 6.700%, 12/15/33

    115,000       111,970  

Telecom - Wireline Integrated & Services: 1.6%

               

Cogent Communications Group, Inc., 7.000%, 6/15/27(a)

    70,000       66,898  

Frontier Communications Holdings LLC, 5.000%, 5/1/28(a)

    50,000       43,823  

Frontier Communications Holdings LLC, 6.000%, 1/15/30(a)

    55,000       45,321  

Lumen Technologies, Inc., 5.625%, 4/1/25

    130,000       126,089  
              282,131  

Theaters & Entertainment: 0.5%

               

Cinemark USA, Inc., 5.875%, 3/15/26(a)

    100,000       88,720  
                 

Tobacco: 0.9%

               

Turning Point Brands, Inc., 5.625%, 2/15/26(a)

    50,000       44,367  

Vector Group Ltd., 5.750%, 2/1/29(a)

    105,000       91,014  
              135,381  

Transport Infrastructure/Services: 0.7%

       

XPO CNW, Inc., 6.700%, 5/1/34

    130,000       125,571  

Total Corporate Bonds (cost $17,223,827)

            15,403,983  
                 

Bank Loans: 0.3%(b)(c)

               

Specialty Retail: 0.3%

               

BDF Acquisition Corp., 7.622% (1 Month US LIBOR + 5.250%), 8/14/23

    65,867       59,877  

Total Bank Loans (cost $65,851)

            59,877  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

26

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL OPPORTUNISTIC HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

 

Number of
Shares

Value

Real Estate Investment Trusts (REITs): 0.5%

 

Pebblebrook Hotel Trust

4,225

$ 91,852

Total REITS (cost $108,087)

 

91,852

     

Mutual Funds: 8.1%

   

Penn Capital Floating Rate Income Fund - Institutional Class (d)

158,977

1,460,996

Total Mutual Funds (cost $1,539,143)

 

1,460,996

     

Short-Term Investments: 0.9%

   

U.S. Bank Money Market Deposit Account, 1.00%(e)

157,540

157,540

Total Short-Term Investments (cost $157,540)

 

157,540

     

Total Investments - 98.5% (cost $19,726,802)

 

17,739,759

Other Assets and Liabilities 1.5%

 

261,912

Net Assets: 100.0%

 

$ 18,001,671

     

 

 

Percentages are stated as a percent of net assets.    

 

(a)

Securities purchased pursuant to Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.” As of August 31, 2022, the value of these investments was $11,595,756, or 64.4% of total net assets.

 

(b)

Bank Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

 

(c)

Senior floating-rate loans (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will typically have an expected average life of approximately two to four years.

 

(d)

Affiliated company - See note.

 

(e)

The rate shown is as of August 31, 2022.

 

Country Exposure (as a percentage of total investments)

United States

91.5%

Canada

2.9%

Cayman Islands

1.8%

Panama

1.4%

Bermuda

0.8%

Malta

0.7%

Luxembourg

0.5%

Australia

0.4%

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

27

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Short Duration High Income Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Convertible Bonds: 0.9%

       

Cable & Satellite TV: 0.9%

       

DISH Network Corp., 2.375%, 3/15/24

  $ 340,000     $ 306,850  

Total Convertible Bonds (cost $333,873)

            306,850  
                 

Corporate Bonds: 86.9%

               

Advertising: 0.6%

               

TripAdvisor, Inc., 7.000%, 7/15/25(a)

    210,000       206,239  
                 

Aerospace/Defense: 3.3%

               

Howmet Aerospace, Inc., 6.875%, 5/1/25

    497,000       510,379  

Spirit AeroSystens, Inc., 5.500%, 1/15/25(a)

    195,000       190,929  

TransDigm, Inc., 8.000%, 12/15/25(a)

    210,000       215,082  

Triumph Group, Inc., 8.875%, 6/1/24(a)

    204,000       206,550  
              1,122,940  

Air Transportation: 2.1%

               

Allegiant Travel Co., 8.500%, 2/5/24(a)

    249,000       251,490  

American Airlines, Inc., 11.750%, 7/15/25(a)

    90,000       99,450  

Delta Air Lines, Inc., 7.000%, 5/1/25(a)

    203,000       210,159  

Spirit Loyalty Cayman Ltd., 8.000%, 9/20/25(a)

    135,000       137,115  
              698,214  

Auto Loans: 1.5%

               

Ford Motor Credit Co. LLC, 5.584%, 3/18/24

    500,000       497,600  
                 

Auto Parts & Equipment: 0.6%

               

The Goodyear Tire & Rubber Co., 9.500%, 5/31/25

    195,000       203,771  
                 

Automakers: 0.4%

               

Jaguar Land Rover Automotive PLC, 5.625%, 2/1/23(a)

    150,000       146,319  
                 

Building & Construction: 1.2%

               

Meritage Homes Corp., 6.000%, 6/1/25

    175,000       174,862  

TRI Pointe Group Inc / TRI Pointe Homes, Inc., 5.875%, 6/15/24

    230,000       227,024  
              401,886  

Cable & Satellite TV: 1.2%

               

CSC Holdings LLC, 5.250%, 6/1/24

  219,000     213,525  

CSC Holdings LLC, 5.875%, 9/15/22

    200,000       199,750  
              413,275  

Chemicals: 3.9%

               

Avient Corp., 5.750%, 5/15/25(a)

    185,000       182,451  

Compass Minerals International, Inc., 4.875%, 7/15/24(a)

    420,000       397,974  

Koppers, Inc., 6.000%, 2/15/25(a)

    125,000       117,288  

NOVA Chemicals Corp., 4.875%, 6/1/24(a)

    405,000       387,007  

OCI NV, 4.625%, 10/15/25(a)

    240,000       231,612  
              1,316,332  

Consumer/Commercial/Lease Financing: 6.7%

       

Fortress Transportation and Infrastructure Investors LLC, 6.500%, 10/1/25(a)

    182,000       169,562  

Navient Corp., 7.250%, 9/25/23

    123,000       123,207  

Navient Corp., 6.125%, 3/25/24

    920,000       897,603  

OneMain Finance Corp., 5.625%, 3/15/23

    266,000       263,629  

OneMain Finance Corp., 6.125%, 3/15/24

    700,000       683,476  

SLM Corp., 4.200%, 10/29/25

    155,000       142,126  
              2,279,603  

Department Stores: 0.5%

               

Neiman Marcus Group LLC, 7.125%, 4/1/26(a)

    195,000       182,436  
                 

Diversified Capital Goods: 0.6%

               

Stevens Holding Co, Inc., 6.125%, 10/1/26(a)

    200,000       198,500  
                 

Electric-Generation: 0.6%

               

NextEra Energy Operating Partners LP, 4.250%, 7/15/24(a)

    200,000       192,703  
                 

Energy - Exploration & Production: 4.2%

       

EQT Corp., 6.125%, 2/1/25

    190,000       195,267  

Laredo Petroleum, Inc., 9.500%, 1/15/25

    100,000       100,363  

Occidental Petroleum Corp., 6.950%, 7/1/24

    963,000       1,005,179  

Range Resources Corp., 5.000%, 3/15/23

    116,000       115,863  
              1,416,672  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

28

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Food - Wholesale: 1.1%

               

HLF Financing Sarl LLC, 7.875%, 9/1/25(a)

  $ 266,000     $ 256,136  

KeHE Distributors LLC, 8.625%, 10/15/26(a)

    132,000       133,650  
              389,786  

Forestry/Paper: 0.6%

               

Clearwater Paper Corp., 5.375%, 2/1/25(a)

    205,000       203,206  
                 

Gaming: 1.5%

               

Caesars Entertainment, Inc., 6.250%, 7/1/25(a)

    255,000       248,984  

International Game Technology PLC, 6.500%, 2/15/25(a)

    275,000       272,937  
              521,921  

Gas Distribution: 3.2%

               

Blue Racer Midstream LLC, 7.625%, 12/15/25(a)

    195,000       194,025  

Buckeye Partners LP, 4.350%, 10/15/24

    310,000       297,817  

DCP Midstream Operating LP, 5.375%, 7/15/25

    195,000       195,487  

Rockpoint Gas Storage Canada Ltd., 7.000%, 3/31/23(a)

    216,000       213,840  

Western Midstream Operating LP, 3.350%, 2/1/25

    190,000       179,259  
              1,080,428  

Health Facilities: 1.6%

               

HCA, Inc., 5.375%, 2/1/25

    355,000       358,373  

Tenet Healthcare Corp., 4.625%, 7/15/24

    99,000       96,942  

Tenet Healthcare Corp., 4.625%, 9/1/24(a)

    100,000       97,186  
              552,501  

Hotels: 3.5%

               

Marriott Ownership Resorts, Inc., 6.125%, 9/15/25(a)

    125,000       124,584  

Park Intermediate Holdings LLC, 7.500%, 6/1/25(a)

    192,000       193,709  

Travel + Leisure Co., 5.650%, 4/1/24

    425,000       420,984  

Travel + Leisure Co., 6.600%, 10/1/25

    250,000       251,743  

Travel + Leisure Co., 6.625%, 7/31/26(a)

    200,000       193,814  
              1,184,834  

Investments & Miscellaneous Financial Services: 2.6%

Icahn Enterprises LP, 6.250%, 5/15/26

    268,000       256,914  

Icahn Enterprises LP, 4.750%, 9/15/24

  430,000     409,051  

Oppenheimer Holdings, Inc., 5.500%, 10/1/25

    220,000       219,043  
              885,008  

Machinery: 0.5%

               

Hillenbrand, Inc., 5.750%, 6/15/25

    180,000       180,236  
                 

Media Content: 2.3%

               

AMC Networks, Inc., 5.000%, 4/1/24

    273,000       266,175  

Univision Communications, Inc., 5.125%, 2/15/25(a)

    515,000       497,451  
              763,626  

Monoline Insurance: 2.4%

               

NMI Holdings, Inc., 7.375%, 6/1/25(a)

    375,000       378,840  

Radian Group, Inc., 4.500%, 10/1/24

    440,000       420,473  
              799,313  

Multi-Line Insurance: 0.6%

               

Enact Holdings, Inc., 6.500%, 8/15/25(a)

    210,000       200,550  
                 

Non-Electric Utilities: 0.5%

               

AmeriGas Partners LP, 5.625%, 5/20/24

    165,000       162,961  
                 

Oil Field Equipment & Services: 1.2%

Exterran Energy Solutions LP / EES Finance Corp., 8.125%, 5/1/25

    100,000       97,320  

TechnipFMC PLC, 6.500%, 2/1/26(a)

    137,000       134,518  

Oceaneering International, Inc., 4.650%, 11/15/24

    171,000       159,529  
              391,367  

Oil Refining & Marketing: 0.6%

               

Methanex Corp., 4.250%, 12/1/24

    195,000       189,150  
                 

Packaging: 3.8%

               

Ball Corp., 5.250%, 7/1/25

    80,000       79,801  

Crown Cork & Seal Co., Inc., 7.375%, 12/15/26

    473,000       494,285  

FXI Holdings, Inc., 7.875%, 11/1/24(a)

    125,000       103,781  

Owens-Brockway Glass Container, Inc., 5.875%, 8/15/23(a)

    327,000       325,071  

Owens-Brockway Glass Container, Inc., 5.375%, 1/15/25(a)

    205,000       190,678  

Pactiv LLC, 7.950%, 12/15/25

    90,000       83,774  
              1,277,390  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

29

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Personal & Household Products: 1.0%

       

CD&R Smokey Buyer, Inc., 6.750%, 7/15/25(a)

  $ 160,000     $ 148,800  

Spectrum Brands, Inc., 5.750%, 7/15/25

    195,000       190,255  
              339,055  

Pharmaceuticals: 3.0%

               

Elanco Animal Health, Inc., 5.772%, 8/28/23

    200,000       199,660  

Owens & Minor, Inc., 4.375%, 12/15/24

    625,000       607,189  

Teva Pharmaceutical Finance Netherlands III BV, 6.000%, 4/15/24

    200,000       194,276  
              1,001,125  

Real Estate Development & Management: 1.7%

Newmark Group, Inc., 6.125%, 11/15/23

    385,000       385,016  

Realogy Group LLC, 4.875%, 6/1/23(a)

    180,000       178,927  
              563,943  

Real Estate Investment Trusts (REITs): 6.1%

HAT Holdings I LLC, 6.000%, 4/15/25(a)

    265,000       256,771  

iStar, Inc., 4.750%, 10/1/24

    220,000       220,086  

Service Properties Trust, 4.500%, 6/15/23

    465,000       455,788  

Service Properties Trust, 7.500%, 9/15/25

    155,000       148,747  

Starwood Property Trust, Inc., 5.500%, 11/1/23(a)

    310,000       308,537  

Starwood Property Trust, Inc., 3.750%, 12/31/24(a)

    150,000       139,771  

VICI Properties LP / VICI Note Co, Inc., 5.625%, 5/1/24(a)

    455,000       455,683  

XHR LP, 6.375%, 8/15/25(a)

    100,000       97,056  
              2,082,439  

Recreation & Travel: 4.3%

               

Carnival Corp., 10.500%, 2/1/26(a)

    155,000       159,649  

Royal Caribbean Cruises Ltd., 5.250%, 11/15/22

    120,000       120,116  

Royal Caribbean Cruises Ltd., 10.875%, 6/1/23(a)

    600,000       610,878  

SeaWorld Parks & Entertainment, Inc., 8.750%, 5/1/25(a)

    205,000       211,893  

Six Flags Entertainment Corp., 4.875%, 7/31/24(a)

    210,000       201,486  

Vail Resorts, Inc., 6.250%, 5/15/25(a)

    165,000       165,157  
              1,469,179  

Restaurants: 1.1%

               

Brinker International, Inc., 3.875%, 5/15/23

  220,000     216,150  

Dave & Buster’s, Inc., 7.625%, 11/1/25(a)

    155,000       155,962  
              372,112  

Software/Services: 0.5%

               

NortonLifeLock, Inc., 5.000%, 4/15/25(a)

    170,000       167,790  
                 

Specialty Retail: 3.6%

               

Abercrombie & Fitch Management Co., 8.750%, 7/15/25(a)

    175,000       170,868  

Bath & Body Works, Inc., 9.375%, 7/1/25(a)

    193,000       204,174  

G-III Apparel Group Ltd., 7.875%, 8/15/25(a)

    215,000       212,147  

Hanesbrands, Inc., 4.625%, 5/15/24(a)

    215,000       207,097  

Michael Kors USA, Inc., 4.250%, 11/1/24(a)

    200,000       196,000  

QVC, Inc., 4.850%, 4/1/24

    115,000       110,639  

QVC, Inc., 4.450%, 2/15/25

    130,000       119,582  
              1,220,507  

Support - Services: 4.3%

               

Arrow Bidco LLC, 9.500%, 3/15/24(a)

    176,000       175,566  

Matthews International Corp., 5.250%, 12/1/25(a)

    243,000       221,264  

Pitney Bowes, Inc., 4.625%, 3/15/24

    165,000       153,755  

Prime Security Services Borrower LLC, 5.250%, 4/15/24(a)

    417,000       413,104  

Sabre GLBL, Inc., 9.250%, 4/15/25(a)

    220,000       216,764  

WESCO Distribution, Inc., 7.125%, 6/15/25(a)

    313,000       313,056  
              1,493,509  

Tech Hardware & Equipment: 0.2%

               

Xerox Corp., 3.800%, 5/15/24

    40,000       38,400  

Xerox Corp., 4.625%, 3/15/23

    20,000       19,879  
              58,279  

Telecom - Satellite: 1.1%

               

Hughes Satellite Systems Corp., 6.625%, 8/1/26

    380,000       359,575  
                 

Telecom - Wireless: 2.3%

               

Sprint Corp., 7.625%, 2/15/25

    740,000       774,225  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

30

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL SHORT DURATION HIGH INCOME FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Principal

   

Value

 

Telecom - Wireline Integrated & Services: 3.0%

Lumen Technologies, Inc., 7.500%, 4/1/24

  $ 200,000     $ 201,360  

Quebecor Media, Inc., 5.750%, 1/15/23

    161,000       161,003  

Qwest Corp., 7.250%, 9/15/25

    630,000       652,217  
              1,014,580  

Theaters & Entertainment: 0.6%

               

Cinemark USA, Inc., 8.750%, 5/1/25(a)

    90,000       92,308  

Live Nation Entertainment, Inc., 4.875%, 11/1/24(a)

    105,000       101,588  
              193,896  

Tobacco & Cannabis: 0.3%

               

Turning Point Brands, Inc., 5.625%, 2/15/26(a)

    124,000       110,029  
 

Transport Infrastructure/Services: 0.4%

XPO Logistics, Inc., 6.250%, 5/1/25(a)

    147,000       148,713  

Total Corporate Bonds (cost $30,913,788)

            29,427,723  
                 
   

Number of
Shares

         

Mutual Funds: 7.5%

               

Penn Capital Floating Rate Income Fund - Institutional Class (b)

    277,659       2,551,689  

Total Mutual Funds (cost $2,714,060)

            2,551,689  
                 

Short-Term Investments: 3.5%

               

U.S. Bank Money Market Deposit Account, 1.00%(c)

    1,199,693       1,199,693  

Total Short-Term Investments (cost $1,199,693)

            1,199,693  
                 

Total Investments - 98.8% (cost $35,161,414)

            33,485,955  

Other Assets and Liabilities 1.2%

            418,568  

Net Assets: 100.0%

          $ 33,904,523  

 

 

Percentages are stated as a percent of net assets.

 

(a)

Securities purchased pursuant to Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.” As of August 31, 2022, the value of these investments was $13,726,864, or 40.5% of total net assets.

 

(b)

Affiliated company.

 

(c)

The rate shown is as of August 31, 2022.

 

Country Exposure (as a percentage of total investments)

United States

90.3%

Canada

2.8%

Liberia

2.2%

United Kingdom

1.7%

Netherlands

1.3%

Cayman Islands

1.2%

Panama

0.5%

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

31

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Penn Capital Special Situations Small Cap Equity Fund

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Number of
Shares

   

Value

 

Common Stocks: 94.0%

       

Aerospace & Defense: 3.0%

       

Spirit AeroSystems Holdings, Inc. - Class A

    10,004     $ 301,120  

Triumph Group, Inc.*

    15,544       201,917  
              503,037  

Air Freight & Logistics: 1.0%

               

GXO Logistics, Inc.*

    3,789       168,156  
                 

Auto Components: 1.8%

               

American Axle & Manufacturing Holdings, Inc.*

    28,231       292,191  
                 

Banks: 10.7%

               

Ameris Bancorp

    5,675       264,909  

FB Financial Corp.

    6,646       263,315  

First BanCorp

    22,977       328,571  

Metropolitan Bank Holding Corp.*

    2,477       177,328  

Pinnacle Financial Partners, Inc.

    2,760       222,760  

Seacoast Banking Corp of Florida

    7,089       229,116  

South State Corp.

    3,802       296,708  
              1,782,707  

Biotechnology: 1.3%

               

Halozyme Therapeutics, Inc.*

    5,482       223,282  
                 

Capital Markets: 1.1%

               

Focus Financial Partners, Inc. - Class A*

    4,439       173,787  
                 

Chemicals: 3.0%

               

Avient Corp.

    5,218       228,705  

Livent Corp.*

    8,263       265,903  
              494,608  

Commercial Services & Supplies: 3.1%

Steelcase, Inc. - Class A

    24,779       277,029  

Viad Corp.*

    6,233       237,976  
              515,005  

Containers & Packaging: 1.2%

               

O-I Glass, Inc.*

    15,147       197,062  
                 

Electronic Equipment, Instruments & Components: 0.5%

Ouster, Inc.*

    55,197       82,796  
                 

Energy Equipment & Services: 5.6%

ChampionX Corp.

    7,533       164,295  

Patterson-UTI Energy, Inc.

    20,626       307,327  

Weatherford International PLC*

    16,576       466,449  
              938,071  

Food & Staples Retailing: 1.8%

               

Performance Food Group Co.*

    6,133       306,527  
                 

Health Care Equipment & Supplies: 6.1%

Alphatec Holdings, Inc.*

    26,205       198,896  

Artivion, Inc.*

    9,102       201,700  

CONMED Corp.

    2,134       189,009  

Globus Medical, Inc. - Class A*

    2,923       173,012  

Lantheus Holdings, Inc.*

    3,210       252,948  
              1,015,565  

Health Care Providers & Services: 5.9%

Acadia Healthcare Co., Inc.*

    3,095       253,573  

ModivCare, Inc.*

    1,734       187,827  

Option Care Health, Inc.*

    8,525       263,934  

R1 RCM, Inc.*

    12,333       269,476  
              974,810  

Hotels, Restaurants & Leisure: 10.2%

Bloomin’ Brands, Inc.

    9,693       195,992  

Boyd Gaming Corp.

    3,511       191,104  

Golden Entertainment, Inc.*

    9,084       347,554  

Papa John’s International, Inc.

    1,821       147,191  

Penn National Gaming, Inc.*

    7,765       242,501  

Planet Fitness, Inc. - Class A*

    3,603       244,103  

SeaWorld Entertainment, Inc.*

    6,510       327,128  
              1,695,573  

IT Services: 1.4%

               

Sabre Corp.*

    33,159       238,413  
                 

Life Sciences Tools & Services: 0.9%

Medpace Holdings, Inc.*

    983       145,101  
                 

Machinery: 3.2%

               

Chart Industries, Inc.*

    1,745       338,286  

Hillman Solutions Corp.*

    22,660       190,117  
              528,403  

Marine: 1.3%

               

Kirby Corp.*

    3,141       210,635  
                 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

32

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

   

Number of
Shares

   

Value

 

Media: 7.0%

               

Clear Channel Outdoor Holdings, Inc.*

    101,533     $ 162,453  

EW Scripps Co. - Class A*

    18,368       274,601  

Gray Television, Inc.

    18,389       351,230  

Nexstar Media Group, Inc. - Class A

    1,950       373,074  
              1,161,358  

Metals & Mining: 2.4%

               

Carpenter Technology Corp.

    6,212       211,022  

Kaiser Aluminum Corp.

    2,503       179,615  
              390,637  

Oil, Gas & Consumable Fuels: 6.8%

               

California Resources Corp.

    5,937       296,613  

Earthstone Energy, Inc.*

    19,150       291,080  

Northern Oil and Gas, Inc.

    9,059       286,627  

Talos Energy, Inc.*

    12,551       260,182  
              1,134,502  

Pharmaceuticals: 0.7%

               

Harmony Biosciences Holdings, Inc.*

    2,811       123,431  
                 

Professional Services: 0.7%

               

Upwork, Inc.*

    6,322       110,003  
                 

Semiconductors & Semiconductor Equipment: 4.1%

Kulicke & Soffa Industries, Inc.

    5,260       221,130  

Rambus, Inc.*

    10,821       279,074  

Silicon Motion Technology Corp. ADR

    2,401       185,141  
              685,345  

Software: 1.2%

               

Rapid7, Inc.*

    3,399       195,443  
                 

Specialty Retail: 1.7%

               

Caleres, Inc.

    3,384       86,360  

Five Below, Inc.*

    1,493       190,925  
              277,285  

Technology Hardware, Storage & Peripherals: 1.6%

Pure Storage, Inc. - Class A*

    9,053       262,265  
                 

Trading Companies & Distributors: 3.6%

H&E Equipment Services, Inc.

    9,693       306,880  

NOW, Inc.*

    24,554       297,595  
              604,475  

Wireless Telecommunication Services: 1.1%

Gogo, Inc.*

    12,040       178,914  

Total Common Stocks (cost $14,088,865)

            15,609,387  
 

Equity Real Estate Investment Trusts (REITs): 3.8%

Essential Properties Realty Trust, Inc.

    9,184       207,926  

Pebblebrook Hotel Trust

    8,404       148,078  

Ryman Hospitality Properties, Inc.*

    3,326       273,464  
              629,468  

Total REITS (cost $610,666)

            629,468  
                 

Short-Term Investments: 2.3%

               

U.S. Bank Money Market Deposit Account, 1.00%(a)

    387,831       387,831  

Total Short-Term Investments (cost $387,831)

            387,831  
                 

Total Investments - 100.1% (cost $15,087,362)

            16,626,686  

Liabilities in Excess of Other Assets (0.1)%

            (10,207 )

Net Assets: 100.0%

          $ 16,616,479  

 

 

Percentages are stated as a percent of net assets.    

 

*

Non-income producing security.

 

(a)

The rate shown is as of August 31, 2022.

 

ADR - American Depositary Receipt

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

33

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PENN CAPITAL SPECIAL SITUATIONS SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS

AUGUST 31, 2022

 

Country Exposure (as a percentage of total investments)

United States

94.1%

Ireland

2.8%

Puerto Rico

2.0%

Cayman Islands

1.1%

 

Asset Type (as a percentage of total investments) (Unaudited)

 

 

The industry classifications presented in this report, present the Global Industry Classification Standard (GICS®). GICS® was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

34

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Statements of Assets and Liabilities

AUGUST 31, 2022

 

Assets

 

Penn Capital
Floating Rate
Income Fund

   

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Short Duration
High Income
Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

 

Investments, at fair value (1)

                                       

Unaffiliated issuers

  $ 31,857,694     $ 12,722,254     $ 16,278,763     $ 30,934,266     $ 16,626,686  

Affiliated mutual fund (see Note 7)

                1,460,996       2,551,689        

Receivables:

                                       

Advisor reimbursement due

    6,940             4,678              

Dividends and interest

    192,366       15,185       316,485       500,821       8,348  

Investments sold

    386,927       108,424                   15,327  

Other assets

    14,461             5,681       32,781       6,344  

Total assets

    32,458,388       12,845,863       18,066,603       34,019,557       16,656,705  
                                         

Liabilities

                                       

Payables:

                                       

Due to custodian

    47,677                          

Investments purchased

    1,235,577       134,074                    

Fund shares redeemed

    19,645             9,370       56,273        

Distribution payable

    68,720             18,985       12,625        

Investment advisory fees

          4,664                   7,756  

Accrued expenses:

                                       

Professional fees

    18,873       17,629       17,505       18,990       18,757  

Administration fees

    9,727       10,308       12,399       16,138       7,444  

Other accrued expenses

    9,353       1,978       6,673       11,008       6,269  

Total liabilities

    1,409,572       168,653       64,932       115,034       40,226  

Net assets

  $ 31,048,816     $ 12,677,210     $ 18,001,671     $ 33,904,523     $ 16,616,479  
                                         

Composition of Net Assets

                                       

Paid-in capital

  $ 35,654,600     $ 10,305,075     $ 21,040,603     $ 37,509,935     $ 14,913,467  

Total distributable earnings/accumulated loss

    (4,605,784 )     2,372,135       (3,038,932 )     (3,605,412 )     1,703,012  

Net assets

  $ 31,048,816     $ 12,677,210     $ 18,001,671     $ 33,904,523     $ 16,616,479  
                                         

Institutional Class

                                       

Net assets applicable to outstanding shares

  $ 31,048,816     $ 12,677,210     $ 18,001,671     $ 33,904,523     $ 16,616,479  

Shares of beneficial interest outstanding, no par value, unlimited authorization

    3,377,543       1,020,914       2,118,386       3,704,405       1,218,250  

Net asset value per share outstanding

  $ 9.19     $ 12.42     $ 8.50     $ 9.15     $ 13.64  

 

 

(1)

Investment in securities at cost

 

Unaffiliated issuers

  $ 32,996,684     $ 10,331,214     $ 18,187,659     $ 32,447,354     $ 15,087,362  

Affiliated mutual fund (see Note 8)

                1,539,143       2,714,060        

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

35

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Statements of Operations

FISCAL YEAR ENDED AUGUST 31, 2022

 

Investment Income (Loss)

 

Penn Capital
Floating Rate
Income Fund

   

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Short Duration
High Income
Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

 

Income

                                       

Dividends

                                       

Unaffiliated dividends

  $     $ 202,675     $     $     $ 122,867  

Short-term capital gain distribution from affiliated mutual fund

                47,283       91,637        

Interest and fees

    1,399,322       1,012       1,036,949       1,329,304       601  

Total income

    1,399,322       203,687       1,084,232       1,420,941       123,468  
                                         

Expenses

                                       

Advisory fees

    176,950       152,310       132,076       179,785       156,858  

Administration and accounting fees

    100,770       36,464       75,763       91,037       34,681  

Registration and filing fees

    22,151       21,486       21,184       17,325       21,486  

Legal fees

    21,152       24,480       21,757       22,682       24,476  

Service Fees

    10,141       2,071             6,603       5,881  

Transfer agent fees

    7,713       4,554       6,811       10,134       3,953  

Custodian fees

    6,332       2,193       2,883       2,312       4,157  

Printing and shareholder reporting fees

    6,147       6,823       5,856       13,760       7,354  

Officer fees

    1,527       1,521       1,523       1,535       1,518  

Director fees

    548       426       428       599       422  

Interest Expenses

          170             15       199  

Other expenses

    2,565             3,677       3,958        

Total expenses

    355,996       252,498       271,958       349,745       260,985  

Expense waiver and reimbursement from Advisor

    (150,091 )     (72,939 )     (133,924 )     (133,986 )     (80,812 )

Net expenses

    205,905       179,559       138,034       215,759       180,173  

Net investment income (loss)

    1,193,417       24,128       946,198       1,205,182       (56,705 )
                                         

Realized and Unrealized Gain
(Loss) on Investments

                                       

Net realized gain (loss) on investments

                                       

Unaffiliated issuers

    (436,635 )     396,672       (454,505 )     (99,367 )     617,231  

Net change in unrealized appreciation (depreciation)

                                       

Unaffiliated issuers

    (1,270,641 )     (3,534,958 )     (2,526,950 )     (2,275,545 )     (3,000,682 )

Affiliated Mutual Fund (See Note 7)

                (78,147 )     (134,564 )      

Net realized and unrealized gain (loss) on investments

    (1,707,276 )     (3,138,286 )     (3,059,602 )     (2,509,476 )     (2,383,451 )

Net increase (decrease) in net assets resulting from operations

  $ (513,859 )   $ (3,114,158 )   $ (2,113,404 )   $ (1,304,294 )   $ (2,440,156 )
                                         

Net of foreign taxes withheld

  $     $     $     $     $ 1,005  

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

36

 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Statements of Changes in Net Assets

 

   

Penn Capital Floating Rate Income Fund

   

Penn Capital Mid Cap Core Fund

 

Increase (Decrease) in Net Assets

 

Fiscal Year
Ended
August 31,
2022

   

Fiscal Period
Ended
August 31,
2021

   

Fiscal Year
Ended
June 30,
2021

   

Fiscal Year
Ended
August 31,
2022

   

Fiscal Period
Ended
August 31,
2021

   

Fiscal Year
Ended
June 30,
2021

 

Operations

                                               

Net investment income (loss)

  $ 1,193,417     $ 163,899     $ 1,128,984     $ 24,128     $ (9,065 )   $ 53,376  

Net realized gain (loss) on investments:

                                               

Unaffiliated issuers

    (436,635 )     (17,851 )     230,733       396,672       485,294       2,734,210  

Net change in unrealized appreciation (depreciation)

    (1,270,641 )     (69,256 )     1,247,840       (3,534,958 )     (468,266 )     3,642,695  

Net increase (decrease) in net assets resulting from operations

    (513,859 )     76,792       2,607,557       (3,114,158 )     7,963       6,430,281  
                                                 

Dividends and distributions to shareholders

                                               

Net dividends and distributions from net investment income and realized gain - Institutional Class

    (1,186,709 )     (162,263 )     (1,132,139 )     (2,002,649 )           (1,241 )

Total dividends and distributions to shareholders

    (1,186,709 )     (162,263 )     (1,132,139 )     (2,002,649 )           (1,241 )
                                                 

Capital share transactions

                                               

Net proceeds from sale of shares

    3,540,917       991,623       1,047,183       344,227       28,349       761,046  

Dividends and distributions reinvested

    718,527       92,597       782,402       1,592,243             1,238  

Cost of shares redeemed**

    (2,702,846 )     (491,776 )     (8,169,914 )     (3,002,147 )     (1,148,821 )     (3,185,190 )

Net increase (decrease) in net assets resulting from capital share transactions

    1,556,598       592,444       (6,340,329 )     (1,065,677 )     (1,120,472 )     (2,422,906 )
                                                 

Net increase (decrease) in net assets

    (143,970 )     506,973       (4,864,911 )     (6,182,484 )     (1,112,509 )     4,006,134  
                                                 

Net Assets

                                               

Beginning of period

    31,192,786       30,685,813       35,550,724       18,859,694       19,972,203       15,966,069  
                                                 

End of period

  $ 31,048,816     $ 31,192,786     $ 30,685,813     $ 12,677,210     $ 18,859,694     $ 19,972,203  

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

38

 

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Statements of Changes in Net Assets

 

 

Penn Capital Opportunistic High Income Fund

   

Penn Capital Short Duration High Income Fund

   

Penn Capital Special Situations Small Cap Equity Fund

 
 

Fiscal Year
Ended
August 31,
2022

   

Fiscal Period
Ended
August 31,
2021

   

Fiscal Year
Ended
June 30,
2021

   

Fiscal Year
Ended
August 31,
2022

   

Fiscal Period
Ended
August 31,
2021

   

Fiscal Year
Ended
June 30,
2021

   

Fiscal Year
Ended
August 31,
2022

   

Fiscal Period
Ended
August 31,
2021

   

Fiscal Year
Ended
June 30,
2021

 
                                                                       
  $ 946,198     $ 153,322     $ 1,051,849     $ 1,205,182     $ 209,362     $ 1,640,318     $ (56,705 )   $ (12,786 )   $ (2,414 )
                                                                       
    (454,505 )     137,452       1,153,263       (99,367 )     93,746       807,835       617,231       338,177       3,817,804  
    (2,605,097 )     (206,077 )     1,056,483       (2,410,109 )     (126,700 )     1,088,068       (3,000,682 )     (463,507 )     4,502,499  
    (2,113,404 )     84,697       3,261,595       (1,304,294 )     176,408       3,536,221       (2,440,156 )     (138,116 )     8,317,889  
                                                                       
                                                                       
    (943,646 )     (156,147 )     (1,055,682 )     (1,192,175 )     (213,906 )     (1,641,797 )     (3,352,825 )            
    (943,646 )     (156,147 )     (1,055,682 )     (1,192,175 )     (213,906 )     (1,641,797 )     (3,352,825 )            
                                                                       
                                                                       
    2,179,258       2,753       1,355,922       2,759,420       4,619,400       3,314,698       5,556,932       312,961       2,775,232  
    747,008       120,747       1,034,753       1,063,957       190,157       1,493,984       2,834,632              
    (826,310 )     (1,192,655 )     (2,316,469 )     (11,293,367 )     (1,081,292 )     (10,984,422 )     (2,875,898 )     (203,662 )     (1,415,714 )
    2,099,956       (1,069,155 )     74,206       (7,469,990 )     3,728,265       (6,175,740 )     5,515,666       109,299       1,359,518  
                                                                       
    (957,094 )     (1,140,605 )     2,280,119       (9,966,459 )     3,690,767       (4,281,316 )     (277,315 )     (28,817 )     9,677,407  
                                                                       
                                                                       
    18,958,765       20,099,370       17,819,251       43,870,982       40,180,215       44,461,531       16,893,794       16,922,611       7,245,204  
                                                                       
  $ 18,001,671     $ 18,958,765     $ 20,099,370     $ 33,904,523     $ 43,870,982     $ 40,180,215     $ 16,616,479     $ 16,893,794     $ 16,922,611  

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

39

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Financial Highlights

  

   

Per Common
Share Data
(a)

 
           

Income from
investment
operations

   

Distributions
to shareholders

 
   

Net asset
value,
beginning
of period

   

Net
investment
income
(loss)

   

Net
realized
and
unrealized
gains
(losses)

   

Total from
investment
operations

   

Dividends
from net
investment
income

   

Distributions
from capital
gains

   

Total
distributions

 

Penn Capital Floating Rate Income Fund

                                       

Institutional Class

                                                       

9/1/21 to 8/31/22

  $ 9.68       0.35       (0.49 )     (0.14 )     (0.35 )           (0.35 )

7/1/21 to 8/31/21(e)

  $ 9.70       0.05       (0.02 )     0.03       (0.05 )           (0.05 )

7/1/20 to 6/30/21

  $ 9.30       0.33       0.40       0.73       (0.33 )           (0.33 )

7/1/19 to 6/30/20

  $ 9.97       0.42       (0.67 )     0.25 (g)      (0.42 )           (0.42 )

7/1/18 to 6/30/19

  $ 10.09       0.48       (0.09 )     0.39 (g)      (0.51 )           (0.51 )

7/1/17 to 6/30/18

  $ 10.21       0.43       (0.06 )     0.37       (0.43 )     (0.06 )     (0.49 )

Penn Capital Mid Cap Core Fund

                                                       

Institutional Class

                                                       

9/1/21 to 8/31/22

  $ 16.79       0.02       (2.62 )     (2.60 )     (0.05 )     (1.72 )     (1.77 )

7/1/21 to 8/31/21(e)

  $ 16.76       (0.01 )     0.04       0.03                    

7/1/20 to 6/30/21

  $ 11.49       0.03       5.24       5.27       (0.00 )(i)           (0.00 )(i)

7/1/19 to 6/30/20

  $ 12.68       (i)      (0.60 )     (0.60 )           (0.59 )     (0.59 )

7/1/18 to 6/30/19

  $ 13.55       (0.01 )     0.37       0.36 (g)            (1.23 )     (1.23 )

7/1/17 to 6/30/18

  $ 11.73       (0.04 )     2.07       2.03             (0.21 )     (0.21 )

Penn Capital Opportunisitic High Income Fund

                                       

Institutional Class

                                                       

9/1/21 to 8/31/22

  $ 9.96       0.46       (1.46 )     (1.00 )     (0.46 )           (0.46 )

7/1/21 to 8/31/21(e)

  $ 10.00       0.08       (0.04 )     0.04       (0.08 )           (0.08 )

7/1/20 to 6/30/21

  $ 8.88       0.54       1.12       1.66       (0.54 )           (0.54 )

7/1/19 to 6/30/20

  $ 9.99       0.53       (1.10 )     (0.57 )(g)     (0.54 )           (0.54 )

7/1/18 to 6/30/19

  $ 10.06       0.59       (0.02 )     0.57 (g)      (0.61 )     (0.03 )     (0.64 )

7/1/17 to 6/30/18

  $ 10.52       0.61       (0.22 )     0.39 (g)      (0.63 )     (0.22 )     (0.85 )

Penn Capital Short Duration High Income Fund

                                       

Institutional Class

                                                       

9/1/21 to 8/31/22

  $ 9.73       0.29       (0.58 )     (0.29 )     (0.29 )           (0.29 )

7/1/21 to 8/31/21(e)

  $ 9.74       0.05       (0.01 )     0.04       (0.05 )           (0.05 )

7/1/20 to 6/30/21

  $ 9.33       0.36       0.41       0.77       (0.36 )           (0.36 )

7/1/19 to 6/30/20

  $ 9.93       0.37       (0.59 )     (0.22 )     (0.38 )           (0.38 )

7/1/18 to 6/30/19

  $ 9.85       0.35       0.10       0.45 (g)      (0.37 )           (0.37 )

7/17/17(f) to 6/30/18

  $ 10.00       0.27       (0.17 )     0.10       (0.25 )           (0.25 )

 

 

 

(a)

Information presented related to a share outstanding for the entire period.

(b)

Annualized for periods less than one full year.

(c)

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(d)

Not annualized.

(e)

The Funds changed their fiscal year end to August 31.

(f)

Commencement of operations.

(g)

Total from investment operations per share includes redemption fees of less than $0.01 per share.

(h)

Expense waiver of 0.64% was implemented on August 1, 2017.

(i)

Amount is less than $0.005 per share.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

40

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Financial Highlights

 

 

Per Common
Share Data
(a)

   

Supplemental
data and ratios

 
                                                               
 

Net asset
value, end
of period

   

Total
return
(d)

   

Net assets,
end of period
(in 000’s)

   

Ratio of
expenses to
average
net assets,
including
waivers and
reimbursement
(b)

   

Ratio of
expenses to
average
net assets,
excluding
waivers
and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, including
waivers and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, excluding
waivers and
reimbursement
(b)

   

Portfolio
turnover
rate
(c)(d)

 
                                                               
                                                               
  $ 9.19       (1.48 )%   $ 31,049       0.64 %     1.11 %     3.71 %     3.24 %     49 %
  $ 9.68       0.32 %   $ 31,193       0.64 %     1.16 %     3.13 %     2.61 %     3 %
  $ 9.70       7.95 %   $ 30,685       0.64 %     1.52 %     3.41 %     2.53 %     46 %
  $ 9.30       (2.57 )%   $ 35,551       0.64 %     1.37 %     4.33 %     3.60 %     93 %
  $ 9.97       4.04 %   $ 37,485       0.64 %     1.43 %     4.89 %     4.10 %     57 %
  $ 10.09       3.71 %   $ 31,729       0.65 %(h)     1.64 %     4.31 %(h)     3.32 %     65 %
                                                               
                                                               
  $ 12.42       (17.45 )%   $ 12,677       1.06 %     1.49 %     0.14 %     (0.29 )%     38 %
  $ 16.79       0.18 %   $ 18,860       1.06 %     1.70 %     (0.28 )%     (0.92 )%     3 %
  $ 16.76       45.88 %   $ 19,972       1.06 %     2.19 %     0.30 %     (0.83 )%     59 %
  $ 11.49       (5.23 )%   $ 15,966       1.06 %     2.14 %     (0.04 )%     (1.12 )%     57 %
  $ 12.68       3.64 %   $ 14,363       1.06 %     2.20 %     (0.11 )%     (1.25 )%     40 %
  $ 13.55       17.41 %   $ 14,910       1.06 %     2.38 %     (0.34 )%     (1.66 )%     64 %
                                                               
                                                               
  $ 8.50       (10.31 )%   $ 18,002       0.72 %     1.42 %     4.94 %     4.24 %     71 %
  $ 9.96       0.43 %   $ 18,959       0.72 %     1.65 %     4.69 %     3.76 %     18 %
  $ 10.00       19.08 %   $ 20,099       0.72 %     2.08 %     5.27 %     4.21 %     156 %
  $ 8.88       (5.86 )%   $ 17,819       0.72 %     2.08 %     5.66 %     4.30 %     149 %
  $ 9.99       5.83 %   $ 15,236       0.72 %     2.26 %     5.90 %     4.36 %     85 %
  $ 10.06       3.81 %   $ 13,814       0.72 %     2.80 %     5.89 %     3.81 %     66 %
                                                               
                                                               
  $ 9.15       (3.05 )%   $ 33,905       0.54 %     0.88 %     3.02 %     2.68 %     54 %
  $ 9.73       0.41 %   $ 43,871       0.54 %     0.99 %     2.97 %     2.52 %     11 %
  $ 9.74       11.96 %   $ 40,180       0.54 %     1.16 %     3.77 %     3.15 %     104 %
  $ 9.33       (2.33 )%   $ 44,462       0.54 %     1.15 %     3.87 %     3.26 %     113 %
  $ 9.93       4.65 %   $ 34,924       0.54 %     1.44 %     3.75 %     2.85 %     48 %
  $ 9.85       1.03 %   $ 12,436       0.54 %     2.70 %     3.08 %     0.92 %     39 %

 

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

41

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Financial Highlights

 

   

Per Common
Share Data
(a)

 
           

Income from
investment
operations

   

Distributions
to shareholders

 
   

Net asset
value,
beginning
of period

   

Net
investment
income
(loss)

   

Net
realized
and
unrealized
gains
(losses)

   

Total from
investment
operations

   

Dividends
from net
investment
income

   

Distributions
from capital
gains

   

Total
distributions

 

Penn Capital Special Situations Small Cap Equity Fund

                                       

Institutional Class

                                                       

9/1/21 to 8/31/22

  $ 19.62       (0.05 )     (2.12 )     (2.17 )           (3.81 )     (3.81 )

7/1/21 to 8/31/21(e)

  $ 19.79       (0.01 )     (0.16 )     (0.17 )                  

7/1/20 to 6/30/21

  $ 9.33       (0.01 )     10.47       10.46                    

7/1/19 to 6/30/20

  $ 10.67       (0.03 )     (1.31 )     (1.34 )                  

7/1/18 to 6/30/19

  $ 12.59       (0.05 )     (0.98 )     (1.03 )(f)           (0.89 )     (0.89 )

7/1/17 to 6/30/18

  $ 11.71       (0.08 )     2.36       2.28 (f)            (1.40 )     (1.40 )

 

 

 

(a)

Information presented related to a share outstanding for the entire period.

(b)

Annualized for periods less than one full year.

(c)

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(d)

Not annualized.

(e)

The Funds changed their fiscal year end to August 31.

(f)

Total from investment operations per share includes redemption fees of less than $0.01 per share.

(g)

Expense waiver of 0.64% was implemented on August 1, 2017.

(h)

Amount is less than $0.005 per share.

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

42

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Financial Highlights

 

 

Per Common
Share Data
(a)

   

Supplemental
data and ratios

 
                                                               
 

Net asset
value, end
of period

   

Total
return
(d)

   

Net assets,
end of period
(in 000’s)

   

Ratio of
expenses to
average
net assets,
including
waivers and
reimbursement
(b)

   

Ratio of
expenses to
average
net assets,
excluding
waivers
and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, including
waivers and
reimbursement
(b)

   

Ratio of net
investment
income (loss)
to average net
assets, excluding
waivers and
reimbursement
(b)

   

Portfolio
turnover
rate
(c)(d)

 
                                                               
                                                               
  $ 13.64       (14.39 )%   $ 16,616       1.09 %     1.58 %     (0.34 )%     (0.83 )%     87 %
  $ 19.62       (0.86 )%   $ 16,894       1.09 %     1.71 %     (0.46 )%     (1.08 )%     11 %
  $ 19.79       112.11 %   $ 16,923       1.09 %     2.97 %     (0.02 )%     (1.90 )%     132 %
  $ 9.33       (12.56 )%   $ 7,245       1.09 %     3.09 %     (0.42 )%     (2.42 )%     115 %
  $ 10.67       (7.91 )%   $ 10,198       1.09 %     2.38 %     (0.35 )%     (1.64 )%     97 %
  $ 12.59       20.31 %   $ 21,289       1.09 %     2.09 %     (0.64 )%     (1.64 )%     105 %

 

 

The Accompanying Footnotes are an Integral Part of these Financial Statements

 

43

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Notes to the Financial Statements

AUGUST 31, 2022

 

1. Organization

 

The RBB Fund Trust, (formerly PENN Capital Funds Trust) (the “Trust” or the “Company”) was organized as a Delaware statutory trust on August 29, 2014, and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company. The Trust consists of five series that are available for investment: the Penn Capital Floating Rate Income Fund, the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Short Duration High Income Fund, and the Penn Capital Special Situations Small Cap Equity Fund (collectively referred to as the “Funds” and each individually referred to as a “Fund”). Two other series, the Penn Capital Micro Cap Equity Fund and the Penn Capital Enterprise Value Small Cap Equity Fund, are not currently offered. The Funds follow the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services - Investment Companies”.

 

The Penn Capital Floating Rate Income Fund’s investment objective is to seek to provide current income. The Penn Capital Floating Rate Income Fund commenced operations on November 30, 2015.

 

The Penn Capital Opportunistic High Income Fund’s investment objective is to seek to provide total return through interest income and capital appreciation. The Penn Capital Opportunistic High Income Fund commenced operations on November 30, 2015.

 

The Penn Capital Short Duration High Income Fund’s investment objective is to seek to provide a high level of current income. The Penn Capital Short Duration High Income Fund commenced operations on July 17, 2017.

 

The Penn Capital Mid Cap Core Fund and the Penn Capital Special Situations Small Cap Equity Fund’s investment objective is to seek to provide capital appreciation. The Penn Capital Mid Cap Core Fund commenced operations on November 30, 2015. The Penn Capital Special Situations Small Cap Equity Fund commenced operations on December 17, 2015.

 

Each Fund’s investment objective is non-fundamental, and may be changed by the Trust’s Board of Trustees (the “Board” or “Trustees”) without shareholder approval. Unless otherwise noted, all of the other investment policies and strategies described in the Prospectus or hereafter are nonfundamental. The Penn Capital Management Company, LLC (the “Advisor” or “Penn Capital”) serves as the investment advisor to the Funds.

 

The Trust offers Institutional Class shares for the Penn Capital Floating Rate Income Fund, the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Special Situations Small Cap Equity Fund and the Penn Capital Short Duration High Income Fund. The Trust has also registered two other series, each with one class: the Penn Capital Micro Cap Equity Fund and the Penn Capital Enterprise Value Small Cap Equity Fund: Institutional Class. Institutional Class shares do not have a front-end or back-end sales charge. The Penn Capital Micro Cap Equity Fund and Penn Capital Enterprise Value Small Cap Fund have not commenced operations as of August 31, 2022.

 

The end of the reporting period for the Funds is August 31, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (the “current fiscal period”).

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

A.    Investment Valuation

 

The Funds use the following valuation methods to determine fair value as either fair value for investments for which market quotations are available, or if not available, the fair value, as determined in good faith pursuant to such policies and procedures as may be approved by the Trust’s Board from time to time. The valuation of the portfolio investments of the Funds currently includes the following processes:

 

Portfolio securities listed on a national or foreign securities exchange, except those listed on the NASDAQ® Stock Market and Small CapSM exchanges (“NASDAQ®”), for which market quotations are available, are valued at the official closing price of such exchange on each business day (defined as days on which the Funds are open for business (“Business Day”)). Portfolio securities traded on the NASDAQ® will be valued at the NASDAQ® Official Closing Price on each Business Day. If there is no such reported sale on an exchange or NASDAQ®, the portfolio security will be valued at the most recent quoted bid price. Price information on listed securities is taken from the exchange where the security is primarily traded.

 

44

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

Other assets and securities for which no quotations are readily available (such as for certain restricted or unlisted securities and private placements) or that may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities) will be valued in good faith at fair value using procedures and methods approved by the Board. Under the procedures adopted by the Board, the Board has delegated day-to-day responsibility for fair value determinations to a Valuation Committee comprised of representatives from the Advisor.

 

A Fund’s portfolio holdings may also consist of shares of other investment companies in which the Fund invests. The value of each such investment company will be its net asset value (“NAV”) at the time the Fund’s shares are priced. Each investment company calculates its NAV based on the current market value for its portfolio holdings. Each investment company values securities and other instruments in a manner as described in that investment company’s prospectus. The investment company’s prospectus explains the circumstances under which the company will use fair value pricing and the effects of using fair value pricing.

 

Because a Fund may invest in foreign securities, the Fund’s NAV may change on days when a shareholder will not be able to purchase or redeem Fund shares because foreign markets are open at times and on days when U.S. markets are not. Investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at the time such valuation is determined. Foreign currency exchange rates are generally determined as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time). If an event that could materially affect the value of the Fund’s foreign securities has occurred between the time the securities were last traded and the time that the Fund calculates its NAV, the closing price of the Fund’s securities may no longer reflect their market value at the time the Fund calculates its NAV. In such a case, the Fund may use fair value methods to value such securities.

 

Fixed income securities shall be valued at the evaluated bid price supplied by the Fund’s pricing agent based on broker-dealer supplied valuations and other criteria, or directly by independent brokers when the pricing agent does not provide a price or the Valuation Committee does not believe that the pricing agent price reflects the current market value. If a price of a position is sought using independent brokers, the Advisor shall seek to obtain an evaluation bid price from at least two independent brokers who are knowledgeable about the position. The price of the position would be deemed to be an average of such bid prices. In the absence of sufficient broker dealer quotes, securities shall be valued at fair value pursuant to procedures adopted by the Board.

 

Bank loans are not listed on any securities exchange or board of trade. They are typically bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter secondary market. This market generally has fewer trades and less liquidity than the secondary market for other types of securities. Some bank loans have few or no trades, or trade infrequently, and information regarding a specific bank loan may not be widely available or may be incomplete. Except as otherwise specified, bank loan securities shall be valued at the evaluated bid prices supplied by the Fund’s pricing agent based on broker-dealer supplied valuations and other criteria, such as, issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets, or directly by independent brokers when the pricing agent does not provide a price or the Valuation Committee does not believe that the pricing agent price reflects the current market value. If a price of a position is sought using independent brokers, the Advisor shall seek to obtain a bid price from at least two independent brokers who are knowledgeable about the position. The price of the position would be deemed to be an average of such bid prices. In the absence of sufficient broker dealer quotes, securities shall be valued at fair value pursuant to procedures adopted by the Board.

 

Occasionally, reliable market quotations are not readily available (such as for certain restricted or unlisted securities and private placements) or securities and other assets may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities), or there may be events affecting the value of foreign securities or other securities held by the Funds that occur when regular trading on foreign or other exchanges is closed, but before trading on the NYSE is closed. Fair value determinations are then made in good faith in accordance with procedures adopted by the Board. Under the procedures adopted by the Board, the Board has delegated the responsibility for making fair value determinations to a Valuation Committee, subject to the Board’s oversight. Generally, the fair value of a portfolio security or other asset shall be the amount that the owner of the security or asset might reasonably expect to receive upon its current sale. A three-tier hierarchy is utilized to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting

 

45

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and are developed based on the best information available under the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Level 1 — Prices are determined using quoted prices in active markets for identical securities.

 

Level 2 — Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

Level 3 — Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following table summarizes the inputs used as of the end of the reporting period, in valuing each Fund’s investments:

 

Description

                               

Penn Capital Floating Rate Income Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities(a)

                               

Bank Loans

  $     $ 25,897,492     $     $ 25,897,492  

Corporate Bonds

          3,875,031             3,875,031  

Short-Term Investments

    2,085,171                   2,085,171  

Total Investments in Securities

  $ 2,085,171     $ 29,772,523     $     $ 31,857,694  

 

Penn Capital Mid Cap Core Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities(a)

                               

Common Stocks

  $ 11,161,583     $     $     $ 11,161,583  

Equity Real Estate Investment Trusts (REITs)

    934,413                   934,413  

Short-Term Investments

    626,258                   626,258  

Total Investments in Securities

  $ 12,722,254     $     $     $ 12,722,254  

 

Penn Capital Opportunistic High Income Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities(a)

                               

Convertible Bonds

  $     $ 565,511     $     $ 565,511  

Corporate Bonds

          15,403,983             15,403,983  

Bank Loans

          59,877             59,877  

Real Estate Investment Trusts (REITs)

    91,852                   91,852  

Mutual Funds

    1,460,996                   1,460,996  

Short-Term Investments

    157,540                   157,540  

Total Investments in Securities

  $ 1,710,388     $ 16,029,371     $     $ 17,739,759  

 

46

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

Penn Capital Short Duration High Income Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities(a)

                               

Convertible Bonds

  $     $ 306,850     $     $ 306,850  

Corporate Bonds

          29,427,723             29,427,723  

Mutual Funds

    2,551,689                   2,551,689  

Short-Term Investments

    1,199,693                   1,199,693  

Total Investments in Securities

  $ 3,751,382     $ 29,734,573     $     $ 33,485,955  

 

Penn Capital Special Situations Small Cap Equity Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities(a)

                               

Common Stocks

  $ 15,609,387                 $ 15,609,387  

Real Estate Investment Trusts (REITs)

    629,468                   629,468  

Short-Term Investments

    387,831                   387,831  

Total Investments in Securities

  $ 16,626,686     $     $     $ 16,626,686  

 

 

(a)

All other industry classifications are identified in the Schedule of Investments for the Fund.

 

During the current fiscal period, the Funds had no significant Level 3 transfers.

 

B. Investment Transactions and Related Investment Income

 

Investment transactions are accounted for on a trade-date basis. Interest income is recorded on the accrual basis, including the amortization of premiums and accretion of discounts on bonds held using the yield-to-maturity method. Dividend income is recognized on ex-dividend date.

 

Realized gains and losses on investment transactions and unrealized appreciation and depreciation of investments are reported for financial statement and federal income tax purposes on the identified cost method.

 

C. Expenses

 

Certain expenses are shared with The RBB Fund, Inc. (“RBB”), an affiliated fund. Expenses incurred on behalf of a specific class, fund or fund family of the Trust or RBB are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the funds (such as trustee or professional fees) are charged to all funds in proportion to their average net assets of the Trust and RBB, or in such other manner as the Board deems fair or equitable.

 

D. Use of Estimates

 

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting year. Actual results could differ from those estimates.

 

E. Dividends and Distributions

 

Dividends and distributions to Shareholders are recorded on the ex-date. The Penn Capital Floating Rate Income Fund, Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund declare and distribute their net investment income, if any, monthly and make distributions of their net realized capital gains, if any, at least annually, usually in December. The Penn Capital Mid Cap Core Fund and the Penn Capital Special Situations Small Cap Equity Fund declare and distribute their net investment income, if any, annually and make distributions of net realized capital gains, if any, at least annually, usually in December.

 

47

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal period in which the amounts are distributed may differ from the period that income or realized gains (losses) were recorded by each Fund.

 

F. Federal Income Taxes

 

Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Funds will not be subject to federal income tax to the extent they distribute all of their net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required.

 

The Funds evaluate tax positions taken or expected to be taken in the course of preparing their tax returns to determine whether it is more-likely-than-not (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period and have no provision for taxes in the financial statements. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three open tax year ends, as applicable) and on-going analysis of and changes to tax laws, regulations and interpretations thereof.

 

G. Indemnifications

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust and each Fund. In addition, in the normal course of business, the Trust may enter into contracts that provide general indemnification to other parties. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred, and may not occur. However, the Trust has not had prior claims or losses pursuant to these contracts and considers the risk of loss to be remote.

 

3. Agreements and Related Party Transactions

 

Investment Advisory Agreement

 

The Trust has entered into an investment advisory agreement with the Advisor. Under the terms of the agreement, each Fund pays the Advisor a fee, payable at the end of each month, at an annual rate, set forth in the table below, of the respective Fund’s average daily net assets.

 

Penn Capital Floating Rate Income Fund

0.55%

Penn Capital Mid Cap Core Fund

0.90%

Penn Capital Opportunistic High Income Fund

0.69%

Penn Capital Short Duration High Income Fund

0.45%

Penn Capital Special Situations Small Cap Equity Fund

0.95%

 

With respect to each Fund other than the Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund, the Advisor has contractually agreed to waive its fees and/or pay Fund expenses so that the Funds’ total annual operating expenses (excluding any acquired fund fees and expenses, taxes, interest, brokerage fees, certain insurance costs, and extraordinary and other non-routine expenses) do not exceed the amounts shown below as a percentage of each Fund’s average daily net assets. With respect to the Penn Capital Opportunistic High Income Fund and the Penn Capital Short Duration High Income Fund, the Advisor has contractually agreed to waive its fees and/or pay Fund expenses so that the Fund’s total annual operating expenses (including any acquired fund fees and expenses incurred by the Fund as a result of its investments in other investment companies managed by the Advisor, but excluding any acquired fund fees and expenses incurred by the Fund as a result of its investments in unaffiliated investment companies, taxes, interest, brokerage fees, certain insurance costs, and extraordinary and

 

48

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

other non-routine expenses) do not exceed the amounts shown below as a percentage of each Fund’s average daily net assets. The expense limitation agreement will remain in place through April 1, 2023. Thereafter, the expense limitation agreement for the Funds will be reviewed annually by the Advisor and the Board.

 

 

Institutional
Class

Penn Capital Floating Rate Income Fund

0.64%

Penn Capital Mid Cap Core Fund

1.06%

Penn Capital Opportunistic High Income Fund

0.72%

Penn Capital Short Duration High Income Fund

0.54%

Penn Capital Special Situations Small Cap Equity Fund

1.09%

 

Any waived or reimbursed expenses by the Advisor to the Funds excluding any waivers related to acquired fund fees and expenses incurred by the Funds as a result of its investments in other investment companies managed by the Advisor, are subject to repayment by a Fund in the three years following the date the fees were waived or the expenses were paid, provided that the respective Fund is able to make the repayment without exceeding the Fund’s expense limitation in place when the fees were waived or expenses paid. The Advisor’s waived fees and paid expenses that are subject to potential recoupment are as follows:

 

Fiscal Period Incurred

 

Amount
Waived/
Expense
Assumed

   

Amount
Recouped

   

Amount
Subject to
Potential
Recoupment

   

Year of
Expiration

 

Penn Capital Floating Rate Income Fund

                               

June 30, 2020

  $ 308,125     $     $ 308,125       2023  

June 30, 2021

    291,062             291,062       2024  

August 31, 2021(1)

    27,409             27,409       2024  

August 31, 2022

    150,091             150,091       2025  

Total

  $ 776,687     $     $ 776,687          

Penn Capital Mid Cap Core Fund

                               

June 30, 2020

  $ 169,526     $     $ 169,526       2023  

June 30, 2021

    198,611             198,611       2024  

August 31, 2021(1)

    20,634             20,634       2024  

August 31, 2022

    72,939             72,939       2025  

Total

  $ 461,710     $     $ 461,710          

Penn Capital Opportunistic High Income Fund

                               

June 30, 2020

  $ 241,623 (2)    $     $ 221,552       2023  

June 30, 2021

    256,142 (2)            253,063       2024  

August 31, 2021(1)

    30,361             30,361       2024  

August 31, 2022

    133,924 (2)            126,522       2025  

Total

  $ 662,050     $     $ 631,498          

 

49

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

Fiscal Period Incurred

 

Amount
Waived/
Expense
Assumed

   

Amount
Recouped

   

Amount
Subject to
Potential
Recoupment

   

Year of
Expiration

 

Penn Capital Short Duration High Income Fund

                               

June 30, 2020

  $ 258,497 (2)    $     $ 251,625       2023  

June 30, 2021

    271,231 (2)            265,384       2024  

August 31, 2021(1)

    33,215 (2)            31,724       2024  

August 31, 2022

    133,986 (2)            118,474       2025  

Total

  $ 696,929     $     $ 667,207          

Penn Capital Special Situations Small Cap Equity Fund

                               

June 30, 2020

  $ 175,626     $     $ 175,626       2023  

June 30, 2021

    222,981             222,981       2024  

August 31, 2021(1)

    17,080             17,080       2024  

August 31, 2022

    80,812             80,812       2025  

Total

  $ 496,499     $     $ 496,499          

 

 

(1)

Period from July 1, 2021 through August 31, 2021.

(2)

Includes fees waived that are not subject to potential recoupment.

 

Distribution Agreement

 

Foreside Fund Services, LLC is the Trust’s distributor and principal underwriter (the “Distributor”).

 

Agreements with the Administrator, Transfer Agent, and Custodian

 

U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as the Funds’ administrator. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Shareholder Servicing Plan

 

The Trust has adopted a Shareholder Servicing Plan on behalf of each Fund’s Institutional Class. Under the plan, each Class can pay for non-distribution related shareholder support services (‘‘service fees’’) in an amount up to 0.15% of its average daily net assets. The amount actually incurred by the Institutional Class shares for fiscal period on an annualized basis was 0.03% for the Penn Capital Floating Rate Income Fund, 0.00% for the Penn Capital Mid Cap Core Fund, 0.01% for the Penn Capital Opportunistic High Income Fund, 0.02% for the Penn Capital Short Duration High Income Fund and 0.03% for the Penn Capital Special Situations Small Cap Equity Fund.

 

Other Related Party Transactions

 

The Advisor and its affiliates have made investments in the Funds and accordingly, as shareholders of the Funds, pay a proportionate share of the Funds’ investment advisory fees and other expenses identified in the Funds’ Prospectus.

 

50

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

4. Federal Tax Information

 

It is each Fund’s intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences, if any, may result in reclassifications to distributable earnings and additional paid-in capital.

 

The following information is provided on a tax basis as of August 31, 2022:

 

   

Penn Capital
Floating Rate
Income Fund

   

Penn Capital
Opportunistic
High Income
Fund

   

Penn Capital
Special
Situations
Small Cap
Equity Fund

   

Penn Capital
Mid Cap
Core Fund

   

Penn Capital
Short
Duration High
Income Fund

 

Cost of investments

  $ 32,996,687     $ 19,726,802     $ 15,201,404     $ 10,372,192     $ 35,164,630  

Gross unrealized appreciation

    65,329       22,023       2,729,733       3,024,679       12,730  

Gross unrealized (depreciation)

    (1,204,322 )     (2,009,066 )     (1,304,451 )     (674,617 )     (1,691,405 )

Net unrealized appreciation (depreciation)

    (1,138,993 )     (1,987,043 )     1,425,282       2,350,062       (1,678,675 )
                                         

Undistributed ordinary income

    77,740       21,557             15,705       27,854  

Undistributed long-term capital gains

                277,730       45,435        

Total distributable earnings

    77,740       21,557       277,730       61,140       27,854  
                                         

Other accumulated losses

    (3,544,531 )     (1,073,446 )           (39,067 )     (1,954,591 )
                                         

Total accumulated earnings (losses)

  $ (4,605,784 )   $ (3,038,932 )   $ 1,703,012     $ 2,372,135     $ (3,605,412 )

 

Net investment income and net realized gains and losses for federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

 

These differences are primarily due to net operating losses. On the Statement of Assets and Liabilities, the following adjustments were made:

 

   

Distributable
Earnings

   

Paid-In Capital

 

Penn Capital Floating Rate Income Fund

  $ 1     $ (1 )

Penn Capital Special Situations Small Cap Equity Fund

    56,705       (56,705 )

 

51

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

The Funds intend to utilize capital loss carryforwards to offset future realized gains. Capital loss carryforwards available for federal income tax purposes are as follows:

 

   

Capital Loss
Available
Through

   

Short-Term
Capital Loss
Amounts

   

Long-Term
Capital Loss
Amounts

 

Penn Capital Floating Rate Income Fund

    unlimited     $ 2,219,186     $ 1,256,625  

Penn Capital Opportunistic High Income Fund

    unlimited       664,563       389,898  

Penn Capital Short Duration High Income Fund

    unlimited       1,941,966        

 

A regulated investment company may elect for any taxable year to treat any portion of the qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the taxable year subsequent to October 31 and December 31, respectively. For the fiscal period ended August 31, 2022, the Penn Capital Mid Cap Core Fund deferred Post October losses of $39,067.

 

The character of distributions for tax purposes paid during the fiscal period ended August 31, 2022, is as follows:

 

   

Ordinary
Income
Distributions

   

Long-Term
Capital Gain
Distributions

 

Penn Capital Floating Rate Income Fund

  $ 1,186,709     $  

Penn Capital Opportunistic High Income Fund

    943,646        

Penn Capital Short Duration High Income Fund

    1,192,175        

Penn Capital Mid Cap Core Fund

    162,152       1,840,497  

Penn Capital Special Situations Small Cap Equity Fund

    1,940,765       1,412,060  

 

The character of distributions for tax purposes paid during the fiscal year ended August 31, 2021, is as follows:

 

   

Ordinary
Income
Distributions

   

Long-Term
Capital Gain
Distributions

 

Penn Capital Floating Rate Income Fund

  $ 162,263     $  

Penn Capital Opportunistic High Income Fund

    156,147        

Penn Capital Short Duration High Income Fund

    213,906        

 

The character of distributions for tax purposes paid during the fiscal year ended June 30, 2021, is as follows:

 

   

Ordinary
Income
Distributions

   

Long-Term
Capital Gain
Distributions

 

Penn Capital Floating Rate Income Fund

  $ 1,132,139     $  

Penn Capital Mid Cap Core Fund

    1,241        

Penn Capital Opportunistic High Income Fund

    1,055,682        

Penn Capital Short Duration High Income Fund

    1,641,797        

 

52

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

5. Trustee and Officer Compensation

 

The Trustees of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Company and served as President of the Company until August 2022. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of the Trust serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of U.S. Bancorp Fund Services, LLC serve as officers of the Trust. They are not compensated by the Funds or the Trust. For Trustee and Officer compensation amounts, please refer to the Statement of Operations.

 

6. Investment Transactions

 

During the current fiscal period, the aggregate cost of security purchases and the proceeds from security sales, other than short-term investments, were as follows:

 

   

Non-U.S. Government

   

U.S. Government

 
   

Purchases

   

Sales

   

Purchases

   

Sales

 

Penn Capital Floating Rate Income Fund

  $ 17,466,385     $ 14,992,760     $     $  

Penn Capital Mid Cap Core Fund

    6,239,688       9,589,991              

Penn Capital Opportunistic High Income Fund

    15,573,332       13,260,698              

Penn Capital Short Duration High Income Fund

    20,631,709       26,548,650              

Penn Capital Special Situations Small Cap Equity Fund

    16,141,538       14,155,420              

 

7. Capital Share Transactions

 

   

Penn Capital
Floating Rate
Income Fund
September 1,
2021 - August
31, 2022

   

Penn Capital
Mid Cap
Core Fund
September 1,
2021 - August
31, 2022

   

Penn Capital
Opportunistic
High Income
Fund
September 1,
2021 - August
31, 2022

   

Penn Capital
Short
Duration High
Income Fund
September 1,
2021 - August
31, 2022

   

Penn Capital
Special
Situations
Small Cap
Equity Fund
September 1,
2021 - August
31, 2022

 

Institutional Class Shares

                                       

Shares sold

    365,625       23,407       223,358       291,558       365,338  

Shares issued in reinvestment of dividends

    76,570       103,654       81,510       112,883       172,318  

Shares redeemed

    (287,736 )     (229,458 )     (89,599 )     (1,208,629 )     (180,614 )

Net increase (decrease)

    154,459       (102,397 )     215,269       (804,188 )     357,042  

 

53

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

8. Transactions with Affiliates

 

The following issuers are affiliated with the Funds; that is, the Adviser had control of 5% or more of the outstanding voting securities during the period from September 1, 2021 through August 31, 2022. As defined in Section (2)(a)(3) of the Investment Company Act of 1940; such issuers are:

 

   

September 1, 2021

   

Additions

   

Reductions

 

Issuer Name

 

Share
Balance

   

Cost

   

Share
Balance

   

Cost

   

Share
Balance

   

Cost

 

Penn Capital Opportunistic High Income Fund

                                               

Penn Capital Floating Rate Income Fund

        $       158,977     $ 1,539,143           $  
            $             $ 1,539,143             $  
                                                 

Penn Capital Short Duration High Income Fund

                                               

Penn Capital Floating Rate Income Fund

    176,071     $ 1,732,173       101,588     $ 981,887           $  
            $ 1,732,173             $ 981,887             $  

 

   

August 31, 2022

                           

August 31, 2022

 

Issuer Name

 

Share
Balance

   

Dividend
Income

   

Capital Gain
Distribution

   

Unrealized
Appreciation/
Depreciation

   

Realized
Loss

   

Value

   

Cost

 

Penn Capital Opportunistic High Income Fund

                                                       

Penn Capital Floating Rate Income Fund

    158,977     $ 47,283     $     $ (78,147 )   $     $ 1,460,996     $ 1,539,143  
            $ 47,283     $     $ (78,147 )   $     $ 1,460,996     $ 1,539,143  
                                                         

Penn Capital Short Duration High Income Fund

                                                       

Penn Capital Floating Rate Income Fund

    277,659     $ 91,637     $     $ (134,564 )   $     $ 2,551,689     $ 2,714,060  
            $ 91,637     $     $ (134,564 )   $     $ 2,551,689     $ 2,714,060  

 

9. Credit Risk, LIBOR and Asset Concentration

 

Small- and mid-capitalization companies may not have the size, resources and other assets of large capitalization companies. As a result, the securities of small- and mid-capitalization companies may be subject to greater market risks and fluctuations in value than large capitalization companies or may not correspond to changes in the stock market in general. In addition, small- and mid-capitalization companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.

 

54

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

High yield securities and unrated securities of similar credit quality have speculative characteristics and involve greater volatility of price and yield, greater of liquidity risk, and generally reflect a greater possibility of an adverse change in financial condition that could affect an issuer’s ability to honor its obligations.

 

There are a number of risks associated with an investment in bank loans, including credit risk, interest rate risk, liquidity risk and prepayment risk. Lack of an active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads and extended trade settlement periods may impair the Fund’s ability to sell bank loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods may result in cash not being immediately available to the Fund. As a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions to raise cash to meet its obligations.

 

A Fund may invest in certain instruments that rely in some fashion upon London Interbank Offered Rate (“LIBOR”). LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced plans to phase out the use of LIBOR by the end of 2021. The FCA and ICE Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing SOFR that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.

 

10. Line of Credit

 

The Funds have a $10,000,000 uncommitted, unsecured, umbrella 364-day line of credit, for temporary purposes, including to meet redemption requests. The interest rate as of August 31, 2022 was 5.5%. During the current fiscal period, the Penn Capital Floating Rate Income Fund and the Penn Capital Opportunistic High Income Fund did not use the credit line.

 

During the current fiscal period, line of credit activity for the Penn Capital Mid Cap Core Fund, the Penn Capital Special Situations Small Cap Equity Fund, and the Penn Capital Short Duration High Income Fund was as follows:

 

Fund

 

Average
Borrowings

   

Amount
Outstanding
as of
August 31,
2022

   

Interest
Expense

   

Maximum
Borrowing

 

Penn Capital Mid Cap Core Fund

  $ 3,652     $     $ 171     $ 1,163,000  

Penn Capital Special Situations Small Cap Equity Fund

  $ 3,816     $     $ 133     $ 368,000  

Penn Capital Short Duration High Income Fund

  $ 466     $     $ 15     $ 170,000  

 

11. Recent Accounting Pronouncements and Regulatory Updates

 

In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 imposes limits on the amount of derivatives a Fund can enter into, eliminates the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, and requires funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program

 

55

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

and appoint a derivatives risk manager. The Funds are required to comply with Rule 18f-4 and have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 may require the Funds to observe more stringent requirements than were previously imposed by the 1940 Act, which could adversely affect the ability of the Funds to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could adversely affect the Funds’ performance and increase costs related to the Funds’ use of derivatives.

 

In December 2020, the Securities and Exchange Commission (“SEC”) adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new valuation procedures for the Funds.

 

12. Concentration Risks

 

The Advisor and its employees collectively have beneficial ownership, either directly or indirectly, of more than 20% of each of the Funds as of August 31, 2022. In addition to the Advisor, one or more individual investors own more than 10% of the Penn Capital Special Situations Small Cap Equity Fund and the Penn Capital Mid Cap Core Fund as of August 31, 2022. To the extent multiple investors in the Funds rely on the advice of a common investment advisor the Funds may have the risk of a concentrated investor base.

 

13. COVID-19

 

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. Although vaccines for COVID-19 are available, the ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak and the pace of recovery which may vary from market to market, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.

 

14. Ukraine-Russia Conflict Risk

 

In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments, even beyond any direct exposure the Funds may have to issuers located in these countries.

 

56

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022

 

15. Unfunded Commitments

 

The Funds may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly funded. During the contractual period, the Funds are obliged to provide funding to the borrower upon demand. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 2(a) and unrealized appreciation or depreciation, if any, is recorded on the Statements of Assets and Liabilities. As of August 31, 2022, the total unfunded amount was 5.6% of the Penn Capital Floating Rate Income Fund’s net assets.

 

As of the end of the reporting period, the Penn Capital Floating Rate Income Fund had the following unfunded loan commitments outstanding:

 

Loan

 

Principal

   

Cost

   

Value

   

Unrealized
Appreciation/
(Depreciation)

 

AVIENT CORPORATION T/L B (07/22)

  $ 250,000     $ 242,519     $ 248,750     $ 6,231  

CHOBANI (10/20) T/L

    100,000       92,519       95,813       3,294  

II-VI T/L B (11/21)

    300,000       290,269       293,124       2,855  

KEANE GROUP T/L

    130,000       129,838       126,263       (3,575 )

LBM T/L B

    38,889       38,519       35,401       (3,118 )

NAVICURE T/L B (9/19)

    200,000       197,519       195,416       (2,103 )

SABRE GLBL T/L 8/22

    250,000       244,394       240,625       (3,769 )

 

16. Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.

 

57

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Additional Information

AUGUST 31, 2022 (UNAUDITED)

 

Shareholder Notification of Federal Tax Status

 

For the fiscal period ended August 31, 2022, certain dividends paid by the Funds may be reported as qualified dividend income and may be eligible for taxation at capital gain rates. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Penn Capital Floating Rate Income Fund

0.00%

Penn Capital Mid Cap Core Fund.

57.66%

Penn Capital Opportunistic High Income Fund

0.00%

Penn Capital Short Duration High Income Fund

0.00%

Penn Capital Special Situations Small Cap Equity Fund

39.93%

 

For corporate shareholders, the percentage of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal period ended August 31, 2022 was as follows:

 

Penn Capital Floating Rate Income Fund

0.00%

Penn Capital Mid Cap Core Fund

55.83%

Penn Capital Opportunistic High Income Fund

0.00%

Penn Capital Short Duration High Income Fund

0.00%

Penn Capital Special Situations Small Cap Equity Fund.

31.66%

 

The percentage of taxable ordinary income distributions designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the fiscal period ended August 31, 2022 was as follows:

 

Penn Capital Floating Rate Income Fund

0.00%

Penn Capital Mid Cap Core Fund

62.65%

Penn Capital Opportunistic High Income Fund

0.00%

Penn Capital Short Duration High Income Fund

0.00%

Penn Capital Special Situations Small Cap Equity Fund.

100.00%

 

Proxy Voting Policies

 

A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities owned by that Fund is available: (1) without charge, upon request, by calling 844-302-7366; (2) in the Statement of Additional Information on the Trust’s website www.penncapitalfunds.com; and (3) on the SEC’s website at www.sec.gov. Information about how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, 2021 may be obtained (1) without charge, upon request, by calling 844-302-7366 and (2) on the SEC’s website at www.sec.gov.

 

Form N-PORT

 

Each Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT will be available on the EDGAR database on the SEC’s website at www.sec.gov.

 

Householding

 

In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders that the transfer agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call (844) 302-7366 to request individual copies of these documents. The transfer agent will begin sending individual copies thirty days after receiving your request to stop householding. This policy does not apply to account statements.

 

58

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Additional Information

AUGUST 31, 2022 (UNAUDITED)

 

Approval of Investment Advisory Agreement

 

As required by the 1940 Act, the Board, including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”), considered the renewal of the investment advisory agreement between Penn Capital and the Trust (the “Investment Advisory Agreement”) on behalf of the Penn Capital Floating Rate Income Fund, Penn Capital Short Duration High Income Fund, Penn Capital Opportunistic High Income Fund, Penn Capital Mid Cap Core Fund, and Penn Capital Special Situations Small Cap Equity Fund, (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 11-12, 2022 (the “Meeting”). At the Meeting, the Board, including all of the Independent Trustees, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Penn Capital with the assistance and advice of counsel to the Independent Trustees and the Trust.

 

In considering the renewal and approval of the Investment Advisory Agreement between the Trust and Penn Capital, with respect to the Funds, the Trustees took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Trustees considered (i) the nature, extent, and quality of Penn Capital’s services provided to the Funds; (ii) descriptions of the experience and qualifications of Penn Capital personnel providing those services; (iii) Penn Capital’s investment philosophies and processes; (iv) Penn Capital’s assets under management and client descriptions; (v) Penn Capital’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Penn Capital’s current advisory fee arrangements with the Trust and other similarly managed clients; (vii) Penn Capital’s compliance procedures; (viii) Penn Capital’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) report prepared by Broadridge/Lipper comparing each Fund’s management fees and total expense ratio to those each Fund’s respective Lipper Group and comparing the performance of each Fund to the performance of each Fund’s respective Lipper Group; and (xi) a report comparing the performance of each Fund to the performance of its benchmark.

 

As part of their review, the Trustees considered the nature, extent and quality of the services provided by Penn Capital. The Trustees concluded that Penn Capital had substantial resources to provide services to the Funds and that Penn Capital’s services had been acceptable.

 

The Trustees also considered the investment performance of the Funds. Information on the Funds’ investment performance was provided for the one-, three-, five-, and since inception periods ended March 31, 2022, as applicable. The Trustees considered the Funds’ investment performance in light of their investment objectives and investment strategies. The Trustees concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Lipper Groups was acceptable.

 

In reaching this conclusion, the Trustees noted that the Penn Capital Floating Rate Income Fund underperformed its benchmark (S&P/LSTA BB Loan Index) for the year-to-date, one-year, three-year, five-year, and since-inception periods ended March 31, 2022. The Trustees also noted that the Penn Capital Floating Rate Income Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2021.

 

The Trustees noted that the Penn Capital Short Duration High Income Fund outperformed its primary benchmark (ICE BofAML 1-3 Year BB-Rated US Cash Pay High Yield Index) for the year-to-date and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year and since-inception periods ended March 31, 2022. The Trustees noted that the Penn Capital Short Duration High Income Fund’s performance ranked in the 3rd quintile in its Lipper Performance Group for the one-year period ended December 31, 2021, and ranked in the 5th quintile for the two-year, three-year, and since-inception periods ended December 31, 2021.

 

The Trustees noted that the Penn Capital Opportunistic High Income Fund outperformed its primary benchmark (ICE BofAML High Yield Constrained Index) for the year-to-date and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2022. The Trustees noted that the Penn Capital Opportunistic High Income Fund’s performance ranked in the 2nd quintile in its Lipper Performance Group for the one-year and four-year periods ended December 31, 2021, and ranked in the 3rd quintile for the two-year period ended December 31, 2021.

 

59

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Additional Information

AUGUST 31, 2022 (UNAUDITED)

 

Next, the Trustees also reviewed the performance of the Penn Capital Mid Cap Core Fund, noting that the Fund had outperformed its benchmark (Russell 2500 Index) for the year-to-date and one-year periods ended March 31, 2022, and underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2022.. The Trustees noted that the Penn Capital Mid Cap Core Fund ranked in the 2nd quintile in its Lipper Performance Group for the four-year and five-year periods ended December 31, 2021, and ranked in the 4th quintile for the two-year and three-year periods ended December 31, 2021.

 

Finally, the Trustees reviewed the performance of the Penn Capital Special Situations Small Cap Equity Fund, which outperformed its benchmark (Russell 2000 Index) for the year-to-date, one-year, three-year, five-year, and since-inception periods ended March 31, 2022. The Trustees noted that the Penn Capital Special Situations Small Cap Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year, and five-year periods ended December 31, 2021.

 

The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreement. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Trustees noted that Penn Capital had contractually agreed to waive management fees and reimburse expenses through at least April 1, 2023 for the Funds to limit total annual operating expenses to agreed upon levels for each Fund.

 

The Trustees noted that the Penn Capital Floating Rate Income Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.

 

The Trustees noted that the Penn Capital Short Duration High Income Fund’s actual advisor fees and total expenses ranked in the 1st quintile of its Lipper Expense Group.

 

The Trustees noted that the Penn Capital Opportunistic High Income Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.

 

The Trustees noted that the Penn Capital Mid Cap Core Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 5th quintile of its Lipper Expense Group.

 

The Trustees noted that the Penn Capital Special Situations Small Cap Equity Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 5th quintile of its Lipper Expense Group.

 

After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering Penn Capital’s services, the Trustees concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2023.

 

Liquidity Risk Management Program

 

The Trust has adopted and implemented a Liquidity Risk Management Program (the “Trust Program”) as required by rule 22e-4 under the 1940 Act. In accordance with the Trust Program, the Adviser has adopted and implemented a liquidity risk management program (the “Adviser Program” and together with the Trust Program, the “Programs”) on behalf of the Funds. The Programs seek to assess, manage and review each Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interest in the Fund.

 

The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Trust Program and Liquidity Risk Management Committee of the Adviser as the program administrator for the Adviser Program. The process of monitoring and determining the liquidity of each Fund’s investments is supported by one or more third-party vendors.

 

At meetings held during the current fiscal period, the Board and its Regulatory Oversight Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from October 1, 2021 to December 31, 2021 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Fund’s portfolio investments and the Adviser’s assessment that each Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of each Fund’s trading environment and reasonably anticipated trading size; (iii) that each Fund (excluding Penn Capital Floating Rate Income Fund) held primarily highly liquid assets (investments that the Fund anticipates can

 

60

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Additional Information

AUGUST 31, 2022 (UNAUDITED)

 

be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iv) that the Funds (excluding Penn Capital Defensive Floating Rate Fund) did not require the establishment of a highly liquid investment minimum and the methodology for that determination; (v) the Penn Capital Defensive Floating Rate Fund complied with its designated highly liquid investment minimum; (vi) confirmation that the Funds did not breach the 15% maximum illiquid security threshold (investments that cannot be sold or disposed of in seven days or less in current market conditions without the sale of the investment significantly changing the market value of the investment) during the Period and the procedures for monitoring compliance with the limit; (vii) that the processes, technologies and third-party vendors used to assess, manage, and/or periodically review each Fund’s Liquidity Risk functioned appropriately during the Period; and (viii) that the Programs operated adequately during the Period. The Report also indicated that there were no material changes made to the Programs during the Period.

 

Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Fund’s portfolio.

 

There can be no assurance that the Trust Program or the Adviser Program will achieve its objectives under all circumstances in the future.

 

Please refer to the Funds’ prospectus for more information regarding a Fund’s exposure to liquidity risk and other risks to which it may be subject.

 

61

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Trustees of
RBB Fund Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of the Penn Capital Floating Rate Income Fund, the Penn Capital Mid Cap Core Fund, the Penn Capital Opportunistic High Income Fund, the Penn Capital Short Duration High Income Fund, and the Penn Capital Special Situations Small Cap Equity Fund (the “Funds”), each a series of RBB Fund Trust (the “Trust”) (formerly Penn Capital Funds Trust), including the schedules of investments, as of August 31, 2022, the related statements of operations, the statements of changes in net assets, and financial highlights for the year then ended, for the two month period ended August 31, 2021 and for the year ended June 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of August 31, 2022, the results of their operations, the changes in their net assets, and their financial highlights for the year then ended, the two month period ended August 31, 2021 and for the year ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

The financial highlights for each of the three years in the period ended June 30, 2020, except for Penn Capital Short Duration High Income Fund in which the financial highlights for each of the two years in the period ended June 30, 2020 and the period from July 17, 2017 (commencement of operations) though June 30, 2018 have been audited by other auditors, whose report dated August 28, 2020 expressed unqualified opinions on such financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2021.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania
October 28, 2022

 

 

62

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Trustees and Officers (UNAUDITED)

 

The business and affairs of the Trust are managed under the direction of the Trust’s Board. The Trustees and executive officers of the Trust, their ages, business addresses and principal occupations during the past five years are set forth below.

 

Name, Address and Age

Position(s)
held with
the Trust

Term of
Office
and Length
of Time
Served

Principal Occupations
During the Past Five Years

Other Directorships
During the
Past 5 Years

Number of
Portfolios
in the Fund
Complex
Overseen by
the Trustee*

Independent Trustees

Julian A. Brodsky
615 East Michigan Street
Milwaukee, WI 53202
Age: 89

Trustee

June 2021 to present

From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications).

AMDOCS Limited (service provider to telecommunications companies).

55

Gregory P. Chandler
615 East Michigan Street
Milwaukee, WI 53202
Age: 55

Trustee

June 2021 to present

Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009 - 2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services).

FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development

company) (until December 2018).

55

Lisa A. Dolly
615 East Michigan Street
Milwaukee, WI, 53202

Age: 56

Director

October 2021 to present

From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC.

Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm).

55

 

63

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

TRUSTEES AND OFFICERS (UNAUDITED)

 

Name, Address and Age

Position(s) held with the Trust

Term of
Office
and Length
of Time
Served

Principal Occupations During the Past Five Years

Other Directorships During the Past 5 Years

Number of Portfolios
in the Fund Complex Overseen by the Trustee*

Independent Trustees (continued)

Nicholas A. Giordano
615 East Michigan Street
Milwaukee, WI 53202
Age: 79

Trustee

June 2021 to present

Since 1997, Consultant, financial services organizations.

IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021); Kalmar Pooled Investment Trust (registered investment company) (until September 2017).

55

Arnold M. Reichman
615 East Michigan Street
Milwaukee, WI 53202
Age: 74

Trustee

June 2021 to present

Retired.

EIP Investment Trust (registered investment company) (until August 2022).

55

Brian T. Shea
615 East Michigan Street
Milwaukee, WI 53202
Age: 62

Trustee

June 2021 to present

From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983- 2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm).

Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company); WisdomTree Investments, Inc. (asset management company) (until March

2019).

55

Robert A. Straniere
615 East Michigan Street
Milwaukee, WI 53202
Age: 81

Trustee

June 2021 to present

Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm).

None.

55

Interested Trustee2

Robert Sablowsky
615 East Michigan Street
Milwaukee, WI 53202
Age: 84

Trustee

June 2021 to present

Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer).

None.

55

 

 

64

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Trustees and Officers (UNAUDITED)

 

Name, Address and Age

Position(s) held with the Trust

Term of
Office
and Length
of Time
Served

Principal Occupations During the Past Five Years

Other Directorships During the Past 5 Years

Number of Portfolios
in the Fund Complex Overseen by the Trustee*

Officers

Steven Plump

615 East Michigan Street

Milwaukee, WI 53202

Age: 63

President

August 2022 to present

From 2011 to 2021, Executive Vice President, PIMCO Investments LLC.

N/A

N/A

Salvatore Faia, JD, CPA, CFE

Vigilant Compliance, LLC
Gateway Corporate
Center, Ste. 216
223 Wilmington
West Chester Pike
Chadds Ford, PA 19317

Age: 59

Chief Compliance Officer

June 2021 to present

Since 2021, Chief Compliance Officer of The RBB Fund Trust (formerly, Penn Capital Funds Trust); Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); Since 2004, Chief Compliance Officer of the RBB Fund, Inc.; President of The RBB Fund, Inc. from 2009 to 2022; President of The RBB Fund Trust from 2021 to 2022.

N/A

N/A

James G. Shaw
615 East Michigan Street
Milwaukee, WI 53202
Age: 61

Chief Financial Officer

and Secretary

 

Chief Operating Officer

June 2021 to present

 

 

 

 

August 2022 to present

Chief Financial Officer and Secretary of The RBB Fund, Inc. (since 2016); Chief Operating Officer of The RBB Fund, Inc. (since 2022); from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company).

N/A

N/A

Craig A. Urciuoli
615 East Michigan Street
Milwaukee, WI 53202
Age: 48

Director of Marketing & Business Development

June 2021 to present

Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (formerly, Penn Capital Funds Trust) (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm).

N/A

N/A

 

 

65

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

TRUSTEES AND OFFICERS (UNAUDITED)

 

Name, Address and Age

Position(s) held with the Trust

Term of
Office
and Length
of Time
Served

Principal Occupations During the Past Five Years

Other Directorships During the Past 5 Years

Number of Portfolios
in the Fund Complex Overseen by the Trustee*

Officers (continued)

Jennifer Witt
615 East Michigan Street

Milwaukee, WI 53202

Age: 39

Assistant Treasurer

June 2021 to present

Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company).

N/A

N/A

Edward Paz

615 East Michigan Street

Milwaukee, WI 53202

Age: 51

Assistant Secretary

June 2021 to present

Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm).

N/A

N/A

Michael P. Malloy

One Logan Square Ste. 2000

Philadelphia, PA 19103

Age: 63

Assistant Secretary

June 2021 to present

Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm).

N/A

N/A

Jillian L. Bosmann

One Logan Square Ste. 2000

Philadelphia, PA 19103

Age: 43

Assistant Secretary

June 2021 to present

Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm).

N/A

N/A

 

 

*

Each Trustee oversees 55 portfolios of the fund complex, consisting of the series in the Trust and the RBB Fund, Inc. (48 portfolios).

1

Subject to the Trust’s Retirement Policy, each Trustee may continue to serve as a Trustee until the last day of the calendar year in which the applicable Trustee attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Trustee. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Trust or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed.

2

Mr. Sablowsky is considered an “interested person” of the Trust as that term is defined in the 1940 Act and is referred to as an “Interested Trustee.” Mr. Sablowsky is considered an “Interested Trustee” of the Trust by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer that may execute portfolio transactions for the Funds or other accounts managed by the Advisor.

 

66

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

TRUSTEES AND OFFICERS (UNAUDITED)

 

Trustee Experience, Qualifications, Attributes and/or Skills

 

The information above includes each Trustee’s principal occupations during the last five years. Each Trustee possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Trustee. The cumulative background of each Trustee led to the conclusion that each Trustee should serve as a Trustee of the Company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing, and investment services industry, including service on the boards of industry regulatory organizations and a university. Mr. Straniere has been a practicing attorney for over 30 years and has served on the boards of an asset management company and another registered investment company.

 

67

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

Privacy Policy

 

FACTS

WHAT DO THE PENN CAPITAL FUNDS DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. The information can include:

● Social Security number

● Account balances and account transactions

● Assets and transaction history

When you are no longer our client, we continue to share your information as described in this notice.

How?

All financial companies need to share clients’ personal information to run the everyday business. In the section below, we list the reasons financial companies can share their clients’ personal information; the reasons PENN chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information

Does Penn share?

Can you limit
this sharing?

For everyday business purposes -
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For marketing purposes -
to offer our products and services to you

No

No

For joint marketing with other financial companies

No

No

For affiliates’ everyday business purposes -
information about transaction(s) and experiences

Yes

No

For affiliates’ everyday business purposes -
information about your creditworthiness

No

No

For nonaffiliates to market to you

No

No

 

Questions?

Call 215-302-1500 or go to www.penncapital.com

 

 

68

 

 

THE RBB FUND TRUST (FORMERLY, PENN CAPITAL FUNDS TRUST)

PRIVACY POLICY

 

What we do

 

Who is providing this notice?

Penn Capital Management Company, Inc. and its affiliates (“Penn”)

What we do

 

How does Penn protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer and secured files and buildings.

How does Penn collect my personal information?

We collect your personal information, for example, when you

Open an account or deposit money

Provide information on client questionnaires

Why can’t I limit all sharing?

Federal law gives you the right to limit only

● sharing for affiliates everyday business purposes - information about your creditworthiness

● affiliates from using your information to market to you

● sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

 

Affiliates

Companies related by common ownership or control. They can be financial or nonfinancial companies

PENN Capital Funds Group LLC

PENN Capital Funds Trust

Penn Capital Management Company, Inc.

Nonaffiliates

Companies not related by common ownership or control. They can be financial or nonfinancial companies

Penn does not share information with nonaffiliates

Joint marketing

A formal agreement between non affiliated companies that together market financial products or services to you.

Penn does not have joint marketing partners

Other important information

This notice replaces all previous notices of our consumer privacy policy, and may be amended from time to time. Penn will inform you of updates or changes as required by law.

 

 

69

 

 

 

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Investment Advisor
Penn Capital Management Company, LLC
Navy Yard Corporate Center
1200 Intrepid Avenue, Suite 400
Philadelphia, Pennsylvania 19112

 

Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103

 

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
50 South 16th Street, Suite 2900
Philadelphia, PA 19102

 

Custodian
U.S. Bank N.A.
1555 N. Rivercenter Drive, Suite 302
Milwaukee, WI 53212

 

Distributor
Foreside Fund Services, LLC
Three Canal Plaza
Portland, ME 04101

 

Administrator, Transfer Agent
and Dividend Disbursing Agent

U.S. Bancorp Fund Services, LLC
doing business as U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202

 

Shareholder/Investor Information
1.844.302.PENN (7366)
www.penncapitalfunds.com

 

BEFORE INVESTING YOU SHOULD CAREFULLY CONSIDER THE FUNDS’ INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES. THIS AND OTHER RELEVANT INFORMATION CAN BE FOUND IN THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, COPIES OF WHICH MAY BE OBTAINED BY CALLING (844) 302-PENN (7366) OR BY VISITING WWW.PENNCAPITALFUNDS.COM. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.

 

PENN-AR22

 

 

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant's Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant's board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. Julian A. Brodsky, Gregory P. Chandler and Nicholas A. Giordano are the registrant's audit committee financial experts and each of them is "independent."

 

Item 4. Principal Accountant Fees and Services.

 

Audit Fees

 

(a)The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

 

  Fiscal Year 2022 Fiscal Year 2021
Tait, Weller & Baker $77,500 $115,000
Aggregate Fees $77,500 $115,000

 

Audit-Related Fees

 

(b)The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were related to review of the semi-annual reports and N-1A filings for Ernst & Young LLP and review of semi-annual reports for Tait, Weller & Baker and were as follows:

 

 

 

  Fiscal Year 2022 Fiscal Year 2021
Tait, Weller & Baker $2,500 $0
Aggregate Fees $2,500 $0

 

Tax Fees

 

(c)The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were related to federal and state tax return review and excise distribution review and were as follows:

 

  Fiscal Year 2022 Fiscal Year 2021
Tait, Weller & Baker $15,000 $30,000
Aggregate Fees $19,950 $17,300

 

All Other Fees

 

(d)The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were:

 

  Fiscal Year 2022 Fiscal Year 2021
Tait, Weller & Baker $0 $0
Aggregate Fees $0 $0

 

(e)(1) Pre-Approval of Audit and Permitted Non-Audit Services

 

1.Pre-Approval Requirements of the Company. The Committee shall pre-approve all auditing services and permissible non-audit services (e.g., tax services) to be provided to the Company by the Auditor, including the fees associated with those services.

 

2.Pre-Approval Requirements of Affiliates. Additionally, the Committee shall pre-approve any engagement of the Auditor to provide non-audit services to an investment adviser of a Portfolio or to any affiliate of such investment adviser that provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the Company.

 

3.Delegation. The Committee may delegate to the Chairman of the Committee, or if the Chairman is not available, one or more of its members, the authority to grant pre-approvals. The decisions of any member to whom authority is delegated shall be presented to the full Committee at its next scheduled meeting.

 

4.Prohibited Services. The Committee shall confirm with the Auditor that the Auditor is not performing contemporaneously with the Company's audit any prohibited non-audit services for the Company, any investment adviser of a Portfolio, or any affiliates of the Company or such investment advisers. The Auditor is responsible for informing the Committee of whether it believes that a particular service is permissible or prohibited pursuant to applicable regulations and standards.

 

 

 

(e)(2)The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

 

(b) Not applicable.

 

(c) Not applicable.

 

(d) Not applicable.

 

(f)The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than 50%.

 

(g)The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were:

 

  Fiscal Year 2022 Fiscal Year 2021
Tait, Weller & Baker $17,500 $30,000
Aggregate Fees $17,500 $30,000

 

(h)Not applicable.
(i)Not applicable.
(j)Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)The registrant's Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)Not applicable.

 

 

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 11. Controls and Procedures.

 

(a)The Registrant's Principal Executive and Principal Financial Officers have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider.

 

(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Senior Officer Code of Ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

(a)(2) A separate certification for each principal executive officer and principal financial officer pursuant to Rule 30a-2(a) under the 1940 Act is attached hereto.

 

(a)(3) Not applicable.

 

(a)(4) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  (Registrant) The RBB Fund Trust  
       
  By (Signature and Title)* /s/ Steven Plump  
    Steven Plump, President  
    (principal executive officer)  
       
  Date 11/2/2022  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By (Signature and Title)* /s/ Steven Plump  
    Steven Plump, President  
    (principal executive officer)  
       
  Date 11/2/2022  
       
  By (Signature and Title)* /s/ James Shaw  
    James Shaw, Chief Financial Officer  
    (principal financial officer)  
       
  Date 11/2/2022  

 

*Print the name and title of each signing officer under his or her signature.

 

 

THE RBB FUND, INC.

RBB FUND TRUST

(collectively, the “Fund”)

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS

 

Each of the Boards of Directors/Trustees (collectively, the “Board”) of the Fund has adopted this Code of Ethics (the “Code”) for certain senior officers of the Fund to guide and remind such officers of their responsibilities to the Fund, and shareholders of the series of the Fund. Such officers are expected to act in accordance with the guidance and standards set forth in this Code.

 

I.Covered Officers and Purpose of the Code

 

The Code applies to the Fund’s President, who is the Fund’s principal executive officer, and the Treasurer, who is the Fund’s principal financial officer, and any persons performing similar functions on behalf of the Fund, regardless of whether such persons are employed by the Fund or a third party (the “Covered Officers”) for the purpose of promoting:

 

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund*;

 

·compliance with applicable laws and governmental rules and regulations;

 

·the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·accountability for adherence to the Code.

 

Each Covered Officer is obligated to use his or her best efforts to promote the factors listed above, should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.Ethical Handling of Actual and Apparent Conflicts of Interest

 

A.Conflicts of Interest - General

 

1.A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Fund and its shareholders, including if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Fund.

 

*

If a Covered Person becomes aware that information filed with the SEC or made available to the public contains any false or misleading information or omits to disclose necessary information, he or she shall promptly report it to the Audit Committee.

 

 

 

 

2.A conflict of interest generally arises if a Covered Officer, or a member of his or her family, directly or indirectly participates in any investment, interest, association, activity or relationship that may impair or appear to impair the Covered Officer’s objectivity.

 

B.Scope

 

This Code does not, and is not intended to, repeat or replace the following programs and procedures, and such conflicts that fall outside of the parameters of this Code:

 

1.Certain conflicts of interest already are subject to conflicts of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”), and the Investment Advisers Act of 1940 (the “Advisers Act”).

 

2.The Fund’s and each investment adviser's compliance programs and procedures that are designed to prevent, or identify and correct, violations of these provisions.

 

C.Types of Conflicts

 

1.Contractual Relationships

 

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund, investment advisers, or service providers of which the Covered Officers may also be officers or employees. As a result, this Code recognizes that the Covered Officers may, in the normal course of their duties (whether formally for the Fund, for the investment adviser or for the service providers), be involved in establishing policies and implementing decisions that will have different effects on the Fund, each adviser and the administrator. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser or administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically.

 

2.Other Investment Companies

 

In addition, it is recognized by the Fund’s Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

 

3.Additional Conflicts

 

Other conflicts of interest may be covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act.

 

 

 

D.Personal Interests

 

The major principle of this Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that this list is not exhaustive.

 

Each Covered Officer must:

 

·not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

·not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund;

 

·not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

·report at least annually affiliations or other relationships with the Fund, each investment adviser or the distributor, including any related conflict of interest.

 

E.Reporting of Conflicts

 

1.Required Disclosures

 

If certain conflict of interest situations are engaged in by Covered Officers or by members of their family, these conflicts of interest must be promptly discussed with the Audit Committee. These conflicts of interest include:

 

·service as a director on the board of any public or private company;

 

·the receipt of any non-nominal gifts in excess of $250.00;

 

·the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business- related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

·any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

·a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership; and

 

·any other interest, relationship or matter that a Covered Person or the Board determines, in his or her reasonable judgement, warrants disclosure.

 

 

 

2.Recommended Disclosures

 

There are potential conflict of interest situations, which may be engaged in by Covered Officers or by members of their family, that should be discussed with the Audit Committee. A Covered Person should use reasonable judgement to determine if a conflict, other than conflicts listed under section E(1), is material and warrants disclosure to the Audit Committee.

 

III.Compliance and Disclosure

 

A.Compliance

 

Each Covered Officer should:

 

1.familiarize himself or herself with the disclosure requirements generally applicable to the Fund;

 

2.not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s directors/trustees and auditors, governmental regulators and self-regulatory organizations and any other organization;

 

3.to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Fund, investment advisers and other service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

4.promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

B.Disclosure

 

Unless otherwise required by law, this Code shall be disclosed as required by the SEC.

 

IV.Accountability

 

Each Covered Officer must:

 

·upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board on the certification attached hereto as Appendix A that he or she has received, read, and understands the Code;

 

·annually thereafter affirm to the Board that he or she has complied with the requirements of the Code and reported any violations of the Code;

 

·not retaliate against any other Covered Officer or any employee of the Fund affiliated persons of the Fund or the Fund’s service providers for reports of potential violations that are made in good faith; and

 

·notify the Chairman of the Audit Committee promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

 

 

V.Reporting Procedures

 

1.Responsibility**

 

·The Fund’s Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.

 

·The Fund’s Audit Committee may consult Fund counsel in order to effectively discharge its responsibilities.

 

**The Audit Committee may delegate its responsibilities and investigation procedures to the Chairman of the Audit Committee.

 

2.Investigation Procedures**

 

The Fund will follow these procedures in investigating and enforcing the Code:

 

·The Audit Committee will take all appropriate action to investigate any potential violations of the Code;

 

·If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action;

 

·Any matter that the Audit Committee believes is a violation of this Code will be reported to the Board; and

 

·If the Board concurs that a violation has occurred, it will take action which it considers appropriate. Such action may include a review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of each service provider or its governing body; or a recommendation to dismiss the Covered Officer.

 

3.Waivers

 

Any approvals or waivers, implicit or otherwise, sought by a Covered Person will be considered by the Audit Committee. Such Committee will be responsible for granting waivers, as appropriate; and any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

A waiver is the approval of a material departure from a provision of this Code. An implicit waiver is the Fund’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the Audit Committee of the Fund.

 

 

 

VI.Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes- Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, each investment adviser, distributor, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and its investment advisers’ and distributor’s codes of ethics under Rule 17j-1 under the 1940 Act (see Exhibit A for a list of the investment advisers and distributor of the Fund) are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

**

The Audit Committee may delegate its responsibilities and investigation procedures to the Chairman of the Audit Committee.

 

VII.Amendments

 

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of disinterested directors/trustees, as that term is defined by the 1940 Act.

 

VIII.Confidentiality and Recordkeeping

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Audit Committee.

 

Subject to the confidentiality provisions above, the Fund will maintain and preserve for a period of not less than six (6) years from the date of submission or the date action is taken, the first two (2) years in an easily accessible place, a copy of the Covered Officer’s annual certifications and any information or materials supplied to the Audit Committee that provided the basis for any amendment or waiver to this Code or relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board.

 

IX.Internal Use

 

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

 

Adopted: July 23, 2003

Revised: September 13, 2005

Revised: June 24, 2021

 

 

 

Exhibit A

 

List of Advisers and Distributor

 

Abbey Capital Limited

Altair Advisers LLC

Boston Partners Global Investors, Inc.

Campbell & Company Investment Adviser LLC

F/m Investments, LLC

Matson Money, Inc.

Motley Fool Asset Management, LLC

Optima Asset Management LLC

Penn Capital Management Company, LLC

Red Gate Advisers, LLC

Summit Global Investments, LLC

 

Vigilant Distributors, LLC

Quasar Distributors, LLC

Foreside Distributors, LLC

 

 

 

Appendix A

 

The RBB Fund, Inc.

RBB Fund Trust

(collectively, the “Fund”)

 

Certification and Acknowledgment of Receipt of Code of Ethics for

Principal Officers and Senior Financial Officers

 

I acknowledge and certify that I have received a copy of the Code of Ethics for Principal Officers and Senior Financial Officers of the Fund (the “Code”). I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

 

I acknowledge my commitment to comply with the Code.

 

Applicable next year:

 

I acknowledge that I complied with the Code for the fiscal year ended _________.

 

I acknowledge that I reported all violations of this Code of Ethics for the fiscal year ended _________ of which I am aware.

 

(Please submit on a separate piece of paper, exceptions to these acknowledgements.)

 

       
Officer Name (Please Print)   Officer Signature  
       
       
    Date  

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Steven Plump, certify that:

 

1.I have reviewed this report on Form N-CSR of the RBB Fund Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: 11/2/2022   /s/ Steven Plump  
    Steven Plump, President  
    (principal executive officer)  

 

 

 

CERTIFICATIONS

 

I, James Shaw, certify that:

 

1.I have reviewed this report on Form N-CSR of the RBB Fund Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: 11/2/2022   /s/ James Shaw  
    James Shaw, Chief Financial Officer  
    (principal financial officer)  

 

 

 

 

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the RBB Fund Trust, does hereby certify, to such officer's knowledge, that the report on Form N-CSR of the RBB Fund Trust for the period ended August 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the RBB Fund Trust for the stated period.

 

/s/ Steven Plump   /s/ James Shaw  
Steven Plump   James Shaw  

Principal Executive Officer/ President,

The RBB Fund Trust

 

Principal Financial Officer/ Chief Financial Officer,

The RBB Fund Trust

 
       
Dated: 11/2/2022        

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by the RBB Fund Trust. for purposes of Section 18 of the Securities Exchange Act of 1934. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.