General Instruction.
Management investment companies that offer multiple series must
complete Part C as to each series separately, even if some
information is the same for two or more series. To begin this
section or add an additional series(s), click on the bar labeled
"Add a New Series" below.
|
Management Investment Record:
1 |
Item C.1. Background information.
a. Full Name of the Fund |
Anfield Universal Fixed Income Fund |
b. Series identication number, if any |
S000040050 |
c. LEI |
549300B6SKTUZX6YVF49 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
3 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Anfield Universal Fixed Income Fund Class C |
ii. Class identification number, if any |
C000124331 |
iii. Ticker symbol, if any |
AFLKX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Anfield Universal Fixed Income Fund Class I |
ii. Class identification number, if any |
C000124332 |
iii. Ticker symbol, if any |
AFLIX |
Shares Outstanding Record:
3 |
i. Full name of Class |
Anfield Universal Fixed Income Fund Class A |
ii. Class identification number, if any |
C000124329 |
iii. Ticker symbol, if any |
AFLEX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Anfield Capital Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-77714 |
iii.CRD number
|
000165211 |
iv. LEI, if any |
549300IIUQWAAFP41G69 |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
Bloomberg |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
Filling Number |
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
Pricing Services Record:
2 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
Filling Number |
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
The Huntington National Bank |
ii. LEI, if any |
2WHM8VNJH63UN14OL754 |
iii. State, if applicable |
OHIO
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
Custodians Record:
2 |
i. Full name |
Interactive Brokers LLC |
ii. LEI, if any |
50OBSE5T5521O6SMZR28 |
iii. State, if applicable |
CONNECTICUT
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
84-06083 |
Description of other identifying number |
Filing Number |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
84-06083 |
Description of other identifying number |
Filing Number |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
i. Full name of broker |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
|
|
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
0 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
Knight Capital Group, Inc. |
ii. SEC file number |
8-68193 |
iii. CRD number
|
000149823 |
iv. LEI, if any |
549300RA02N3BNSWBV74 |
v. State, if applicable |
DELAWARE
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
93,893,546.00000000 |
Principal Transactions Record:
2 |
i. Full name of dealer |
Raymond James Financial, Inc. |
ii. SEC file number |
8-17983 |
iii. CRD number
|
000006694 |
iv. LEI, if any |
RGUZHJ05YTITL6D76949 |
v. State, if applicable |
FLORIDA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
37,773,317.00000000 |
Principal Transactions Record:
3 |
i. Full name of dealer |
Interactive Brokers LLC |
ii. SEC file number |
008-51269 |
iii. CRD number
|
000045993 |
iv. LEI, if any |
50OBSE5T5521O6SMZR28 |
v. State, if applicable |
CONNECTICUT
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
124,957,654.00000000 |
Principal Transactions Record:
4 |
i. Full name of dealer |
National Alliance Securities, LLC |
ii. SEC file number |
8-48723 |
iii. CRD number
|
000039455 |
iv. LEI, if any |
549300Q8AVM3P2CCKI12 |
v. State, if applicable |
NEVADA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
40,180,653.00000000 |
Principal Transactions Record:
5 |
i. Full name of dealer |
FTN Financial Securities Corp. |
ii. SEC file number |
8-51393 |
iii. CRD number
|
000046346 |
iv. LEI, if any |
PHDL2C07HIPM5DUL8S59 |
v. State, if applicable |
TENNESSEE
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
7,282,558.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
321,872,653.00 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
181,162,607.00 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
X
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
X
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
2 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood Managed Municipal Income Fund |
b. Series identication number, if any |
S000056429 |
c. LEI |
549300K0OVZT7N21CJ79 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood Managed Municipal Income Fund Class I |
ii. Class identification number, if any |
C000178523 |
iii. Ticker symbol, if any |
RWMIX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood Managed Municipal Income Fund Class N |
ii. Class identification number, if any |
C000178524 |
iii. Ticker symbol, if any |
RWMNX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
|
Yes
X
No
|
c. Are the fees waived subject to recoupment?
|
Yes
X
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
i. Full name of broker |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
|
|
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
0 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
MUFG Union Bank |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
471,307,310.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
471,307,310.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
102,872,852.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? | X
Yes
No
|
|
If yes, for each line of credit, provide the information
requested below:
Line of Credit details Record:
1 |
i. Is the line of credit a committed or uncommitted
line of
credit?
| X
Committed
Uncommitted
|
ii. What size is the line of credit?
|
20,000,000 |
iii. With which institution(s) is the line of credit? |
Line Institutions Record:
1 |
Name of institution |
BNP Paribas |
iv. Is the line of credit just for the Fund, or is
it shared among
multiple funds?
| X
Sole
Shared
|
v. Did the Fund draw on the line of credit this
period?
| X
Yes
No
|
vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use?
|
11,000,000 |
vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?
|
94 |
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
3 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood Activist Leaders Fund |
b. Series identication number, if any |
S000059549 |
c. LEI |
549300U6DBWDSAKEL105 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood Activist Leaders Fund Class I |
ii. Class identification number, if any |
C000195028 |
iii. Ticker symbol, if any |
RWLIX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood Activist Leaders Fund Class N |
ii. Class identification number, if any |
C000195029 |
iii. Ticker symbol, if any |
RWLNX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
X
Index Fund
|
i. Is the index whose performance the Fund tracks,
constructed:
|
1. By an affiliated person of the fund? | X
Yes
No
|
2. Exclusively for the fund? | X
Yes
No
|
ii. Provide the annualized difference between the Fund's
total return during the reporting period and the index's return
during the reporting period (i.e., the Fund's total return less
the index's return):
|
1. Before Fund fees and expenses: |
-1.30 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
-2.20 |
iii. Provide the annualized standard deviation of the daily
difference between the Fund's total return and the index's
return during the reporting period:
|
1. Before Fund fees and expenses: |
0.76 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
0.76 |
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Wallachbeth |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
47,552.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
47,552.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
31,338,548.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
4 |
Item C.1. Background information.
a. Full Name of the Fund |
Recurrent Natural Resources Fund |
b. Series identication number, if any |
S000059372 |
c. LEI |
5493001O6Y6W2UUEJ013 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
1 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Recurrent Natural Resources Fund Class I |
ii. Class identification number, if any |
C000194767 |
iii. Ticker symbol, if any |
RNRGX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
| X
Yes
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Recurrent Investment Advisors, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-110728 |
iii.CRD number
|
000288694 |
iv. LEI, if any |
N/A |
v. State, if applicable |
TEXAS
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-1964 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank, NA |
ii. LEI, if any |
OX3PU53ZLPQKJ4700D47 |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
i. Full name |
|
ii. LEI, if any, or provide and describe
other
identifying number
|
|
Description of other identifying number |
|
iii. State, if applicable |
|
iv. Foreign country, if applicable |
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Tudor Pickering |
ii. SEC file number |
8-66251 |
iii. CRD number
|
000129772 |
iv. LEI, if any |
254900QNRC4536M3YW31 |
v. State, if applicable |
TEXAS
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
985.00000000 |
Brokers Record:
2 |
i. Full name of broker |
Sanford Financial Services |
ii. SEC file number |
8-52942 |
iii. CRD number
|
000104474 |
iv. LEI, if any |
549300I7JYZHT7D5CO04 |
v. State, if applicable |
MICHIGAN
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
1,899.00000000 |
Brokers Record:
3 |
i. Full name of broker |
Goldman Sachs |
ii. SEC file number |
8-129 |
iii. CRD number
|
000000361 |
iv. LEI, if any |
FOR8UP27PHTHYVLBNG30 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
7,863.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
10,747.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
1,340,391.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
5 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood AlphaFactor Tactical Core Fund |
b. Series identication number, if any |
S000056428 |
c. LEI |
549300F8RV4FF6RD2D77 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood AlphaFactor Tactical Core Fund Class N |
ii. Class identification number, if any |
C000178522 |
iii. Ticker symbol, if any |
RWTNX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood AlphaFactor Tactical Core Fund Class I |
ii. Class identification number, if any |
C000178521 |
iii. Ticker symbol, if any |
RWTIX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
X
Index Fund
|
i. Is the index whose performance the Fund tracks,
constructed:
|
1. By an affiliated person of the fund? | X
Yes
No
|
2. Exclusively for the fund? | X
Yes
No
|
ii. Provide the annualized difference between the Fund's
total return during the reporting period and the index's return
during the reporting period (i.e., the Fund's total return less
the index's return):
|
1. Before Fund fees and expenses: |
-0.36 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
-1.56 |
iii. Provide the annualized standard deviation of the daily
difference between the Fund's total return and the index's
return during the reporting period:
|
1. Before Fund fees and expenses: |
0.14 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
0.14 |
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Wallachbeth |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
67,126.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
67,126.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
Wallachbeth |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
2,488,900.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
2,488,900.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
80,913,701.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
6 |
Item C.1. Background information.
a. Full Name of the Fund |
Affinity World Leaders Equity ETF |
b. Series identication number, if any |
S000060111 |
c. LEI |
549300LWEPBJF1WUB306 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
1 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
1 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Affinity World Leaders Equity ETF |
ii. Class identification number, if any |
C000196754 |
iii. Ticker symbol, if any |
WLDR |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
X
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
X
Index Fund
|
i. Is the index whose performance the Fund tracks,
constructed:
|
1. By an affiliated person of the fund? |
Yes
X
No
|
2. Exclusively for the fund? | X
Yes
No
|
ii. Provide the annualized difference between the Fund's
total return during the reporting period and the index's return
during the reporting period (i.e., the Fund's total return less
the index's return):
|
1. Before Fund fees and expenses: |
-1.06 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
-0.59 |
iii. Provide the annualized standard deviation of the daily
difference between the Fund's total return and the index's
return during the reporting period:
|
1. Before Fund fees and expenses: |
0.47 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
0.47 |
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Regents Park Funds, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-108885 |
iii.CRD number
|
000284684 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
|
Sub Advisors Record:
1 |
i. Full name |
Affinity Investment Advisors, LLC |
ii. SEC file number (
e.g., 801-
), if applicable
|
801-42015 |
iii. CRD number
|
000108278 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
X
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
X
No
|
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
Brown Brothers Harriman & Co |
ii. LEI, if any |
5493006KMX1VFTPYPW14 |
iii. State, if applicable |
MASSACHUSETTS
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Brown Brothers Harriman & Co |
ii. LEI, if any, or provide and describe
other
identifying number
|
5493006KMX1VFTPYPW14 |
Description of other identifying number |
LEI |
iii. State, if applicable |
MASSACHUSETTS
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Investment Technology Group |
ii. SEC file number |
8-29444 |
iii. CRD number
|
000013276 |
iv. LEI, if any |
213800EEC95PRUCEUP63 |
v. State, if applicable |
|
vi. Foreign country, if applicable |
SOUTH AFRICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
5.77000000 |
Brokers Record:
2 |
i. Full name of broker |
Loop Capital |
ii. SEC file number |
8-50140 |
iii. CRD number
|
000043098 |
iv. LEI, if any |
254900D61FNOB9ELRV34 |
v. State, if applicable |
|
vi. Foreign country, if applicable |
IRELAND
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
5,147.51000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
5,153.28 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0.00 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
5,184,149.74 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
X
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
X
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
7 |
Item C.1. Background information.
a. Full Name of the Fund |
Superfund Managed Futures Strategy Fund |
b. Series identication number, if any |
S000040923 |
c. LEI |
5493008U162MDADN7P55 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Superfund Managed Futures Strategy Fund Class I |
ii. Class identification number, if any |
C000126964 |
iii. Ticker symbol, if any |
SUPIX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Superfund Managed Futures Strategy Fund Class A |
ii. Class identification number, if any |
C000126910 |
iii. Ticker symbol, if any |
SUPRX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
| X
Yes
No
|
b. If yes, provide the following information: |
|
Foreign Investments Record:
1 |
Full name of subsidiary |
Superfund Managed Futures Strategy (Cayman) Fund Ltd. |
LEI of subsidiary, if any |
549300IZ4F3MEMMD6O66 |
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
X
j. Rule 32a-4 (17 CFR 270.32a-4)
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
|
Yes
X
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
|
Yes
X
No
|
c. Are the fees waived subject to recoupment?
|
Yes
X
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
SuperFund Advisors, Inc. |
ii. SEC file number (
e.g., 801-
)
|
801-77984 |
iii.CRD number
|
000167104 |
iv. LEI, if any |
549300IIUQWAAFP41G69 |
v. State, if applicable |
|
vi. Foreign country, if applicable |
GRENADA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank, N.A. |
ii. LEI, if any |
OX3PU53ZLPQKJ4700D47 |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
84-06083 |
Description of other identifying number |
Filing Number |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
84-06083 |
Description of other identifying number |
Filing Number |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
INTL FCStone, Inc. |
ii. SEC file number |
008-51269 |
iii. CRD number
|
000045993 |
iv. LEI, if any |
549300LNKU6K5TJCRG93 |
v. State, if applicable |
FLORIDA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
0.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
9,627.00 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
ADM Investor Services, Inc. |
ii. SEC file number |
8-45590 |
iii. CRD number
|
000031973 |
iv. LEI, if any |
I9O8MELCUVOTLJABOX92 |
v. State, if applicable |
ILLINOIS
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
1,187,055,295.00 |
Principal Transactions Record:
2 |
i. Full name of dealer |
BANK OF AMERICA MERRILL LYNCH |
ii. SEC file number |
8-7221 |
iii. CRD number
|
000007691 |
iv. LEI, if any |
8NAV47T0Y26Q87Y0QP81 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
89,689,313.00 |
Principal Transactions Record:
3 |
i. Full name of dealer |
INTL FCStone, Inc. |
ii. SEC file number |
008-51269 |
iii. CRD number
|
000045993 |
iv. LEI, if any |
549300LNKU6K5TJCRG93 |
v. State, if applicable |
FLORIDA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
449,091,122.00 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
1,725,835,730 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
5,348,978.00 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
0.00 |
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
X
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
X
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
8 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood LeaderShares AlphaFactor Core ETF |
b. Series identication number, if any |
S000061956 |
c. LEI |
5493004EL9ZWSS4W8I04 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
1 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood LeaderShares AlphaFactor Core ETF |
ii. Class identification number, if any |
C000200720 |
iii. Ticker symbol, if any |
LSAF |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
X
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
|
Yes
X
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
|
Yes
X
No
|
c. Are the fees waived subject to recoupment?
|
Yes
X
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
84-06083 |
Description of other identifying number |
Filing Number |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Virtu Financial |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
33.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
33.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
30,903,411.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Management Investment Record:
9 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood Systematic Macro Trend |
b. Series identication number, if any |
S000059551 |
c. LEI |
549300F1Q0765F384F04 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood Systematic Macro Trend Fund Class I |
ii. Class identification number, if any |
C000195032 |
iii. Ticker symbol, if any |
RWSIX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood Systematic Macro Trend Fund Class N |
ii. Class identification number, if any |
C000195033 |
iii. Ticker symbol, if any |
RWSNX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Wallachbeth |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
23,591.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
23,591.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
47,181,197.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
10 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood AlphaFactor Tactical International Fund |
b. Series identication number, if any |
S000059550 |
c. LEI |
549300KZNRX88K80NH13 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
2 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood AlphaFactor Tactical International Fund Class N |
ii. Class identification number, if any |
C000195031 |
iii. Ticker symbol, if any |
RWINX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood AlphaFactor Tactical International Fund Class I |
ii. Class identification number, if any |
C000195030 |
iii. Ticker symbol, if any |
RWIIX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
X
Index Fund
|
i. Is the index whose performance the Fund tracks,
constructed:
|
1. By an affiliated person of the fund? | X
Yes
No
|
2. Exclusively for the fund? | X
Yes
No
|
ii. Provide the annualized difference between the Fund's
total return during the reporting period and the index's return
during the reporting period (i.e., the Fund's total return less
the index's return):
|
1. Before Fund fees and expenses: |
-3.16 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
-4.36 |
iii. Provide the annualized standard deviation of the daily
difference between the Fund's total return and the index's
return during the reporting period:
|
1. Before Fund fees and expenses: |
1.26 |
2. After Fund fees and expenses (i.e., net
asset
value):
|
1.26 |
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Wallachbeth |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
76,732.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
76,732.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
63,525,347.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
11 |
Item C.1. Background information.
a. Full Name of the Fund |
Recurrent MLP & Infrastructure Fund |
b. Series identication number, if any |
S000059371 |
c. LEI |
5493004TRGCEC6T80E91 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
1 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Recurrent MLP & Infrastructure Fund Class I |
ii. Class identification number, if any |
C000194765 |
iii. Ticker symbol, if any |
RMLPX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
| X
Yes
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
X
j. Rule 32a-4 (17 CFR 270.32a-4)
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Recurrent Investment Advisors, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-110728 |
iii.CRD number
|
000288694 |
iv. LEI, if any |
N/A |
v. State, if applicable |
TEXAS
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-1964 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank, NA |
ii. LEI, if any |
OX3PU53ZLPQKJ4700D47 |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
i. Full name |
|
ii. LEI, if any, or provide and describe
other
identifying number
|
|
Description of other identifying number |
|
iii. State, if applicable |
|
iv. Foreign country, if applicable |
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Sanford Financial Services |
ii. SEC file number |
8-52942 |
iii. CRD number
|
000104474 |
iv. LEI, if any |
549300I7JYZHT7D5CO04 |
v. State, if applicable |
MICHIGAN
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
3,223.00000000 |
Brokers Record:
2 |
i. Full name of broker |
Tudor Pickering |
ii. SEC file number |
8-66251 |
iii. CRD number
|
000129772 |
iv. LEI, if any |
254900QNRC4536M3YW31 |
v. State, if applicable |
TEXAS
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
1,076.00000000 |
Brokers Record:
3 |
i. Full name of broker |
Goldman Sachs |
ii. SEC file number |
8-129 |
iii. CRD number
|
000000361 |
iv. LEI, if any |
FOR8UP27PHTHYVLBNG30 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
26,217.00000000 |
Brokers Record:
4 |
i. Full name of broker |
Union Bank |
ii. SEC file number |
8-30706 |
iii. CRD number
|
000014455 |
iv. LEI, if any |
254900Y9HI2TG6D79N41 |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
518.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
31,033.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
i. Full name of dealer |
|
ii. SEC file number |
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
|
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
0.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
3,726,592.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
12 |
Item C.1. Background information.
a. Full Name of the Fund |
Conductor Global Equity Value Fund |
b. Series identication number, if any |
S000043622 |
c. LEI |
549300WUTU4OEXQ11G06 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
4 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Conductor Global Equity Value Fund Class A |
ii. Class identification number, if any |
C000135245 |
iii. Ticker symbol, if any |
RAALX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Conductor Global Equity Value Fund Class I |
ii. Class identification number, if any |
C000135247 |
iii. Ticker symbol, if any |
RAILX |
Shares Outstanding Record:
3 |
i. Full name of Class |
Conductor Global Equity Value Fund Class Y |
ii. Class identification number, if any |
C000164633 |
iii. Ticker symbol, if any |
RAYLX |
Shares Outstanding Record:
4 |
i. Full name of Class |
Conductor Global Equity Value Fund Class C |
ii. Class identification number, if any |
C000135246 |
iii. Ticker symbol, if any |
RACLX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
| X
Yes
No
|
i. If yes, during the reporting period, did any borrower fail
to
return the loaned securities by
the contractual deadline with the
result that:
|
1. The Fund (or its securities lending agent)
liquidated collateral pledged to secure the loaned securities?
|
Yes
X
No
|
2. The Fund was otherwise adversely impacted?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
|
Securities Lending Record:
1 |
i. Full name of securities lending agent |
Bank of New York |
ii. LEI, if any |
HPFHU0OQ28E4N0NFVK49 |
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
X
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
X
No
|
|
Securities Lending Record:
2 |
i. Full name of securities lending agent |
BNP |
ii. LEI, if any |
2J5703FH5U5M97R1I237 |
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
X
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
X
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
Collateral Managers Record:
1 |
i. Full name of cash collateral manager: |
N/A |
ii. LEI, if any: |
N/A |
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities lending
agent retained by the Fund?
|
Yes
X
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
X
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
4,054,642.00 |
g. Provide the net income from securities
lending
activities
|
68,743.00 |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
| X
Yes
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Ironhorse Capital, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78730 |
iii.CRD number
|
000148572 |
iv. LEI, if any |
N/A |
v. State, if applicable |
TENNESSEE
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-1964 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
BNY Mellon |
ii. LEI, if any |
4EP6JBYBTPTQ47LZOB67 |
iii. State, if applicable |
PENNSYLVANIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
| X
Yes
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
i. Full name |
|
ii. LEI, if any, or provide and describe
other
identifying number
|
|
Description of other identifying number |
|
iii. State, if applicable |
|
iv. Foreign country, if applicable |
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
Cowen Group |
ii. SEC file number |
8-22522 |
iii. CRD number
|
000007616 |
iv. LEI, if any |
549300WR155U7DVMIW58 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
70,706.00000000 |
Brokers Record:
2 |
i. Full name of broker |
Pershing |
ii. SEC file number |
8-17574 |
iii. CRD number
|
000007560 |
iv. LEI, if any |
ZI8Q1A8EI8LQFJNM0D94 |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
93.00000000 |
Brokers Record:
3 |
i. Full name of broker |
Bloomberg |
ii. SEC file number |
8-30706 |
iii. CRD number
|
000040881 |
iv. LEI, if any |
549300B56MD0ZC402L06 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
56,613.00000000 |
Brokers Record:
4 |
i. Full name of broker |
Goldman Sachs |
ii. SEC file number |
8-129 |
iii. CRD number
|
000000361 |
iv. LEI, if any |
FOR8UP27PHTHYVLBNG30 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
2,065.00000000 |
Brokers Record:
5 |
i. Full name of broker |
WallachBeth |
ii. SEC file number |
8-67936 |
iii. CRD number
|
000147853 |
iv. LEI, if any |
549300R371KUKXEXC133 |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
3,955.00000000 |
Brokers Record:
6 |
i. Full name of broker |
Convergex |
ii. SEC file number |
8-46838 |
iii. CRD number
|
000035693 |
iv. LEI, if any |
5493008KXRSS2V7YVY75 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
1,093.00000000 |
Brokers Record:
7 |
i. Full name of broker |
BNP Paribas |
ii. SEC file number |
8-32682 |
iii. CRD number
|
000015794 |
iv. LEI, if any |
R0MUWSFPU8MPRO8K5P83 |
v. State, if applicable |
|
vi. Foreign country, if applicable |
FRANCE
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
890.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
134,432.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
BNP Paribas |
ii. SEC file number |
8-32682 |
iii. CRD number
|
000015794 |
iv. LEI, if any |
R0MUWSFPU8MPRO8K5P83 |
v. State, if applicable |
|
vi. Foreign country, if applicable |
FRANCE
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
890,615.00000000 |
Principal Transactions Record:
2 |
i. Full name of dealer |
Pershing |
ii. SEC file number |
8-17574 |
iii. CRD number
|
000007560 |
iv. LEI, if any |
ZI8Q1A8EI8LQFJNM0D94 |
v. State, if applicable |
NEW JERSEY
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
1,705,339.00000000 |
Principal Transactions Record:
3 |
i. Full name of dealer |
Goldman Sachs |
ii. SEC file number |
8-129 |
iii. CRD number
|
000000361 |
iv. LEI, if any |
FOR8UP27PHTHYVLBNG30 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
5,762,118.00000000 |
Principal Transactions Record:
4 |
i. Full name of dealer |
Cowen Group |
ii. SEC file number |
8-22522 |
iii. CRD number
|
000007616 |
iv. LEI, if any |
549300WR155U7DVMIW58 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
76,726,938.00000000 |
Principal Transactions Record:
5 |
i. Full name of dealer |
Bloomberg |
ii. SEC file number |
8-49219 |
iii. CRD number
|
000040881 |
iv. LEI, if any |
549300B56MD0ZC402L06 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
138,405,177.00000000 |
Principal Transactions Record:
6 |
i. Full name of dealer |
Convergex |
ii. SEC file number |
8-46838 |
iii. CRD number
|
000035693 |
iv. LEI, if any |
5493008KXRSS2V7YVY75 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
1,903,997.00000000 |
Principal Transactions Record:
7 |
i. Full name of dealer |
Wallach Beth |
ii. SEC file number |
8-67936 |
iii. CRD number
|
000147853 |
iv. LEI, if any |
549300R371KUKXEXC133 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
73,906,181.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
299,300,364.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
101,257,143.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
13 |
Item C.1. Background information.
a. Full Name of the Fund |
Wealthfront Risk Parity Fund |
b. Series identication number, if any |
S000061160 |
c. LEI |
549300IA047638HSF044 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
1 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Wealthfront Risk Parity Fund Class W |
ii. Class identification number, if any |
C000198134 |
iii. Ticker symbol, if any |
WFRPX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
X
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
| X
Yes
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
|
Yes
X
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
|
Yes
X
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
|
Yes
X
No
|
c. Are the fees waived subject to recoupment?
|
Yes
X
No
|
d. Were any expenses previously waived recouped
during
the
period?
|
Yes
X
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Wealthfront Strategies, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-111023 |
iii.CRD number
|
000289148 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-1964 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
U.S. Bank National Association |
ii. LEI, if any |
6BYL5QZYBDK8S7L73M02 |
iii. State, if applicable |
OHIO
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
i. Full name |
|
ii. LEI, if any, or provide and describe
other
identifying number
|
|
Description of other identifying number |
|
iii. State, if applicable |
|
iv. Foreign country, if applicable |
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
JPMorgan Chase |
ii. SEC file number |
8-35008 |
iii. CRD number
|
000000079 |
iv. LEI, if any |
ZBUT11V806EZRVTWT807 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
0.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
0.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
JPMorgan Chase |
ii. SEC file number |
8-35008 |
iii. CRD number
|
000000079 |
iv. LEI, if any |
ZBUT11V806EZRVTWT807 |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
2,126,218,615.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
2,126,218,615.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
548,828,883.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|
Management Investment Record:
14 |
Item C.1. Background information.
a. Full Name of the Fund |
Redwood Managed Volatility Fund |
b. Series identication number, if any |
S000042696 |
c. LEI |
5493004KDV8G1BPN8666 |
d. Is this the first filing on this form by the Fund?
| X
Yes
No
|
Item C.2. Classes of open-end management investment companies.
a. How many Classes of shares of the Fund (if
any) are
authorized?
|
3 |
b. How many new Classes of shares of the Fund
were
added
during the reporting period?
|
0 |
c. How many Classes of shares of the Fund were
terminated during the reporting period?
|
0 |
d. For each Class with shares outstanding,
provide the
information requested below:
|
|
Shares Outstanding Record:
1 |
i. Full name of Class |
Redwood Managed Volatility Fund Class N |
ii. Class identification number, if any |
C000131992 |
iii. Ticker symbol, if any |
RWDNX |
Shares Outstanding Record:
2 |
i. Full name of Class |
Redwood Managed Volatility Fund Class Y |
ii. Class identification number, if any |
C000131993 |
iii. Ticker symbol, if any |
RWDYX |
Shares Outstanding Record:
3 |
i. Full name of Class |
Redwood Managed Volatility Fund Class I |
ii. Class identification number, if any |
C000131991 |
iii. Ticker symbol, if any |
RWDIX |
Item C.3. Type of fund.
Instructions.
1. "Fund of Funds" means a fund that acquires securities issued by
any other investment company in excess of the amounts permitted
under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C.
80a-12(d)(1)(A)), but, for purposes of this Item, does not include
a fund that acquires securities issued by another company solely in
reliance on rule 12d1-1 under the Act (CFR 270.12d1-1).
2. "Index
Fund" means an investment company, including an
Exchange-Traded
Fund, that seeks to track the performance of a
specified index.
3.
"Interval Fund" means a closed-end management investment company
that makes periodic repurchases of its shares pursuant to rule
23c-3 under the Act (17 CFR 270.23c-3).
4. "Master-Feeder Fund"
means a two-tiered arrangement in which one
or more funds (each a
feeder fund) holds shares of a single Fund
(the master fund) in
accordance with section 12(d)(1)(E) of the Act
(15 U.S.C.
80a-12(d)(1)(E)) or pursuant to exemptive relief granted
by the
Commission.
5. "Target Date Fund" means an investment company that
has an
investment objective or strategy of providing varying degrees
of
long-term appreciation and capital preservation through a mix of
equity and fixed income exposures that changes over time based on
an investor's age, target retirement date, or life expectancy.
|
Indicate if the Fund is any one of the types listed below. Check
all that apply.
|
a. Exchange-Traded Fund or Exchange-Traded Managed Fund or
offers a Class that itself is an Exchange-Traded Fund or
Exchange-Traded Managed Fund
i.
Exchange-Traded Fund
ii.
Exchange-Traded Managed Fund
b.
Index Fund
|
c.
Seeks to achieve performance results that are a multiple
of a
benchmark, the inverse of a benchmark, or a multiple of the
inverse
of a benchmark
d.
Interval Fund
e.
X
Fund of Funds
f.
Master-Feeder Fund
g.
Money Market Fund
h.
Target Date Fund
i.
Underlying fund to a variable annuity or variable life
insurance contract
N/A
Item C.4. Diversification.
Does the Fund seek to operate as a “non-diversified
company” as such
term is defined in section 5(b)(2) of the Act (15
U.S.C. 80a-
5(b) (2))?
|
Yes
X
No
|
Item C.5. Investments in certain foreign corporations.
Instruction.
"Controlled foreign corporation" has the meaning
provided in section
957 of the Internal Revenue Code [26 U.S.C.
957].
|
a. Does the fund invest in a controlled foreign
corporation
for the purpose of investing in certain types of
instruments such
as, but not limited to, commodities?
|
Yes
X
No
|
Item C.6. Securities lending.
Instruction.
For purposes of this Item, other adverse impacts would include, for
example, (1) a loss to the Fund if collateral and indemnification
were not sufficient to replace the loaned securities or their
value, (2) the Fund's ineligibility to vote shares in a proxy, or
(3) the Fund's ineligibility to receive a direct distribution from
the issuer.
|
a. Is the Fund authorized to engage in
securities
lending
transactions?
| X
Yes
No
|
b. Did the Fund lend any of its securities
during the
reporting period?
|
Yes
X
No
|
c. Provide the information requested below about each
securities lending agent, if any, retained by the Fund:
|
i. Full name of securities lending agent |
|
ii. LEI, if any |
|
iii. Is the securities lending agent an affiliated
person,
or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
iv. Does the securities lending agent or any other
entity
indemnify
the fund against borrower default on loans
administered
by this
agent?
|
Yes
No
|
v. If the entity providing the indemnification is not the
securities
lending agent, provide the following information:
|
1. Name of person providing indemnification |
|
2. LEI, if any, of person providing
indemnification
|
|
vi. Did the Fund exercise its indemnification rights
during the
reporting period?
|
Yes
No
|
d. If a person providing cash collateral management services
to
the Fund in connection with the Fund's securities lending
activities does not also serve as securities lending agent,
provide
the following information about each cash collateral
manager:
|
i. Full name of cash collateral manager: |
|
ii. LEI, if any: |
|
iii. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of a
securities
lending
agent retained by the Fund?
|
Yes
No
|
iv. Is the cash collateral manager an affiliated
person, or an
affiliated person of an affiliated person, of the
Fund?
|
Yes
No
|
e. Types of payments made to one or more
securities
lending agents and cash collateral managers (check all that
apply):
|
i. Revenue sharing split
ii. Non-revenue sharing split (other than administrative
fee)
iii. Administrative fee
iv. Cash collateral reinvestment fee
v. Indemnification fee
vi. Other
X
N/A
|
f. Provide the monthly average of the value of
portfolio securities on loan during the reporting period
|
N/A |
g. Provide the net income from securities
lending
activities
|
N/A |
Item C.7. Reliance on certain rules.
Did the Fund rely on any of the following rules
under
the Act during the reporting period? (check all that apply)
|
a. Rule 10f-3 (17 CFR 270.10f-3)
b. Rule 12d1-1 (17 CFR 270.12d1-1)
c. Rule 15a-4 (17 CFR 270.15a-4)
d. Rule 17a-6 (17 CFR 270.17a-6)
e. Rule 17a-7 (17 CFR 270.17a-7)
f. Rule 17a-8 (17 CFR 270.17a-8)
g. Rule 17e-1 (17 CFR 270.17e-1)
h. Rule 22d-1 (17 CFR 270.22d-1)
i. Rule 23c-1 (17 CFR 270.23c-1)
j. Rule 32a-4 (17 CFR 270.32a-4)
X
N/A
|
Item C.8. Expense limitations.
Instruction.
Provide information concerning any direct or indirect limitations,
waivers or reductions, on the level of expenses incurred by the
fund during the reporting period. A limitation, for example, may
be
applied indirectly (such as when an adviser agrees to accept a
reduced fee pursuant to a voluntary fee waiver) or it may apply
only for a temporary period such as for a new fund in its start-up
phase.
|
a. Did the Fund have an expense limitation
arrangement
in
place during the reporting period?
| X
Yes
No
|
b. Were any expenses of the Fund reduced or
waived
pursuant
to an expense limitation arrangement during the
reporting
period?
| X
Yes
No
|
c. Are the fees waived subject to recoupment?
| X
Yes
No
|
d. Were any expenses previously waived recouped
during
the
period?
| X
Yes
No
|
Item C.9. Investment advisers.
a. Provide the following information about each investment
adviser (other than a sub-adviser) of the Fund:
|
|
Investment Advisers Record:
1 |
i. Full name |
Redwood Investment Management, LLC |
ii. SEC file number (
e.g., 801-
)
|
801-78563 |
iii.CRD number
|
000153139 |
iv. LEI, if any |
N/A |
v. State, if applicable |
CALIFORNIA
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Was the investment adviser hired during
the
reporting
period?
|
Yes
X
No
|
|
b. If an investment adviser (other than a sub- adviser) to the
Fund was terminated during the reporting period, provide the
following with respect to each investment adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
c. For each sub-adviser to the Fund, provide the information
requested:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
), if applicable
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Is the sub-adviser an affiliated person
of the
Fund's
investment
adviser(s)?
|
Yes
No
|
viii. Was the sub-adviser hired during the
reporting
period?
|
Yes
No
|
d. If a sub-adviser was terminated during the reporting period,
provide the following with respect to such sub-adviser:
|
i. Full name |
|
ii. SEC file number (
e.g., 801-
)
|
|
iii. CRD number
|
|
iv. LEI, if any |
|
v. State, if applicable |
|
vi. Foreign country, if applicable |
|
vii. Termination date |
|
Item C.10. Transfer agents.
a. Provide the following information about each person providing
transfer agency services to the Fund:
|
|
Transfer Agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii.SEC file number (
e.g., 84- or 85-
)
|
84-06083 |
iii. LEI, if any |
N/A |
iv. State, if applicable |
NEBRASKA
|
v. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vi. Is the transfer agent an affiliated
person of the
Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vii. Is the transfer agent a sub-transfer
agent?
|
Yes
X
No
|
b. Has a transfer agent been hired or
terminated during
the
reporting period?
|
Yes
X
No
|
Item C.11. Pricing services.
a. Provide the following information about each person that provided
pricing services to the Fund during the reporting period:
|
Pricing Services Record:
1 |
i. Full name |
ICE Data Services |
ii. LEI, if any, or provide and describe other
identifying number
|
N/A |
Description of other identifying number |
|
iii. State, if applicable |
NEW YORK
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the pricing service an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
b. Was a pricing service hired or terminated during the
reporting
period?
|
Yes
X
No
|
Item C.12. Custodians.
a. Provide the following information about each person that
provided custodial services to the Fund during the reporting
period:
|
|
Custodians Record:
1 |
i. Full name |
MUFG Union Bank |
ii. LEI, if any |
N/A |
iii. State, if applicable |
CALIFORNIA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the custodian an affiliated person of
the Fund
or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the custodian a sub-custodian?
|
Yes
X
No
|
vii. With respect to the custodian, check
below to
indicate
the type
of custody:
| X
1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
2.Member national securities exchange - rule 17f-1 (17 CFR
270.17f-1)
3.Self - rule 17f-2 (17 CFR 270.17f-2)
4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
6.Futures commission merchants and commodity clearing
organizations - rule 17f-6 (17 CFR 270.17f-6)
7.Foreign securities depository - rule 17f-7 (17 CFR
270.17f-7)
8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
9.Other
|
b. Has a custodian been hired or terminated during the
reporting
period?*
|
Yes
X
No
|
Item C.13. Shareholder servicing agents.
a. Provide the following information about each shareholder
servicing agent of the Fund:
|
|
Shareholder servicing agents Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or provide and describe
other
identifying number
|
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the shareholder servicing agent an
affiliated
person
of the
Fund or its investment adviser(s)?
|
Yes
X
No
|
vi. Is the shareholder servicing agent a
sub-shareholder servicing agent?
|
Yes
X
No
|
b. Has a shareholder servicing agent been hired
or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.14. Administrators.
a. Provide the following information about each administrator of
the Fund:
|
|
Administrators Record:
1 |
i. Full name |
Gemini Fund Services, LLC |
ii. LEI, if any, or other identifying number |
N/A |
Description of other identifying number |
N/A |
iii. State, if applicable |
NEBRASKA
|
iv. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
v. Is the administrator an affiliated person of the
Fund or its
investment adviser(s)?
|
Yes
X
No
|
vi. Is the administrator a sub-administrator?
|
Yes
X
No
|
b.Has a third-party administrator been hired or
terminated
during the reporting period?
|
Yes
X
No
|
Item C.15. Affiliated broker-dealers.
Provide the following information about each affiliated
broker-dealer:
|
a. Full name |
|
b. SEC file number |
|
c. CRD number
|
|
d. LEI, if any |
|
e. State, if applicable |
|
f. Foreign country, if applicable |
|
g. Total commissions paid to the affiliated
broker-dealer for the reporting period:
|
|
Item C.16. Brokers.
Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal
transactions, and to promote consistent reporting of the information
required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the
confirmation specifies the amount of the commission to be paid by the
Registrant, the transaction should be considered an agency transaction
and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the
confirmation specifies only the net amount to be paid or received by
the Registrant and such net amount is equal to the market value of the
security at the time of the transaction, the transaction should be
considered a principal transaction and included in determining the
amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten
offering, the acquisition should be considered a principal transaction
and included in answering Item C.17 even though the Registrant has
knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale
should be considered a principal transaction and included in answering
Item C.17 even though the Registrant has knowledge of the amount the
offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank
CD), the purchase should be considered a principal transaction and
included in answering Item C.17.
6. The value of called or maturing securities should not be counted in
either agency or principal transactions and should not be included in
determining the amounts shown in Item C.16 and Item C.17. This means
that the acquisition of a security may be included, but it is possible
that its disposition may not be included. Disposition of a repurchase
agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in
paragraphs (1) through (6) above should be evaluated by the Fund based
upon the guidelines established in those paragraphs and classified
accordingly. The agents considered in Item C.16 may be persons or
companies not registered under the Exchange Act as securities brokers.
The persons or companies from whom the investment company purchased or
to whom it sold portfolio instruments on a principal basis may be
persons or entities not registered under the Exchange Act as securities
dealers.
|
a. For each of the ten brokers that received the largest dollar
amount of brokerage commissions (excluding dealer concessions in
underwritings) by virtue of direct or indirect participation in the
Fund’s portfolio transactions, provide the information below:
|
|
Brokers Record:
1 |
i. Full name of broker |
BTIG LLC |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Gross commissions paid by the Fund for
the
reporting period
|
224,640.00000000 |
b. Aggregate brokerage commissions paid by Fund
during
the reporting period:
|
224,640.00000000 |
Item C.17. Principal transactions.
a. For each of the ten entities acting as principals with which the
Fund did the largest dollar amount of principal transactions
(include
all short-term obligations, and U.S. government and tax-free
securities) in both the secondary market and in underwritten
offerings,
provide the information below:
|
|
Principal Transactions Record:
1 |
i. Full name of dealer |
MUFG Union Bank |
ii. SEC file number |
N/A |
iii. CRD number
|
N/A |
iv. LEI, if any |
N/A |
v. State, if applicable |
NEW YORK
|
vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
vii. Total value of purchases and sales
(excluding
maturing securities) with Fund:
|
136,784,747.00000000 |
b. Aggregate value of principal purchase/sale
transactions of Fund during the reporting period:
|
136,784,747.00000000 |
Item C.18. Payments for brokerage and research.
During the reporting period, did the Fund pay
commissions to
broker-dealers for "brokerage and research services"
within the
meaning of section 28(e) of the Exchange Act (15 U.S.C.
78bb)?
|
Yes
X
No
|
Item C.19. Average net assets.
a. Provide the Fund's (other than a money
market fund's)
monthly average net assets during the reporting
period
|
436,894,703.00000000 |
b. Provide the money market fund's daily
average net
assets during the reporting period
|
|
Item C.20. Lines of credit, interfund lending and interfund
borrowing.
For open-end management investment companies, respond to the
following:
a. Does the Fund have available a line of credit? |
Yes
X
No
|
b. Did the Fund engage in interfund lending?
|
Yes
No
|
|
c.Did the Fund engage in interfund borrowing?
|
Yes
No
|
|
Item C.21. Swing pricing.
For open-end management investment companies, respond to the
following:
|
a. Did the Fund (if not a Money Market Fund,
Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in
swing pricing?
|
Yes
X
No
|
|