N-CSR 1 northsquare_ncsr.htm N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

 

 

Investment Company Act file number :    811- 23373

 

 

NORTH SQUARE INVESTMENTS TRUST
(Exact name of registrant as specified in charter)
 

 

200 West Madison Street, Suite 2610
Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)

 

 

Alan E. Molotsky, Esq.

North Square Investments Trust

200 West Madison Street, Suite 2610

Chicago, Illinois 60606

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (312) 857-2160  

 

 

Date of fiscal year end:   October 31

 

Date of reporting period:   October 31, 2023

 

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

 

 
 

Item 1. Reports to Stockholders.

 

(a)

 

(LOGO) 

 

 

 

 

 

 

 

 

 
ANNUAL REPORT
 
NORTH SQUARE ADVISORY RESEARCH SMALL CAP VALUE FUND
NORTH SQUARE ALTRINSIC INTERNATIONAL EQUITY FUND
NORTH SQUARE MCKEE BOND FUND
NORTH SQUARE STRATEGIC INCOME FUND
October 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(LOGO) North Square Investments | www.northsquareinvest.com

 

 

North Square Funds

 

Table of Contents

 

Shareholder Letters 1
Fund Performance 7
Schedules of Investments 12
Statements of Assets and Liabilities 37
Statements of Operations 38
Statements of Changes in Net Assets 39
Financial Highlights 42
Notes to Financial Statements 48
Report of Independent Registered Public Accounting Firm 59
Supplemental Information 60
Expense Examples 72

 

This report and the financial statements contained herein are provided for the general information of the shareholders of the North Square Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.

 

www.northsquareinvest.com

 

 

Discussion of North Square Advisory Research Small Cap Value Fund Performance     (LOGO)

 

A letter from Matthew Swaim, CFA, Managing Director, Christopher Harvey, CFA, Managing Director, and Bruce Zessar, J.D., CFA, Managing Director, Portfolio Managers of the North Square Advisory Research Small Cap Value Fund.

 

December 30, 2023

 

Dear Shareholder,

 

During the fund’s fiscal year (November 1, 2022 – October 31, 2023), the U.S. experienced a resilient economy while financial markets continued to be buffeted by concerns about inflation and the longer term effects of higher interest rates. GDP was strong, running at a 2.9% annualized rate during the 12-month period to 9/30/23 and at a rock solid 4.9% in the third calendar quarter of 2023. Unemployment remained low, under 4%, and it touched a generational low of 3.4% during the year.

 

Still, concerns about inflation remaining sticky led the Federal Reserve to continue rapidly increasing the target federal funds rate during the fund’s fiscal year. The federal funds rate started the year at a 3.00%-3.25% targeted range and ended the year at 5.25%-5.50%, the highest the federal funds rate has been since 2001. Inflation did moderate, with the Core Personal Consumption Expenditure Index (Core PCE) falling from 5.3% in October 2022 to 3.5% in October 2023 – but this remained a good distance from the Fed’s 2% target. Nevertheless, the Fed saw sufficient progress to stop raising rates after its July 2023 meeting, and subsequent to the fund’s fiscal year end, suggested that rate cuts are likely in 2024.

 

The combination of a strong economy with rising interest rates produced a mixed bag of performance across all asset classes. A group of tech stocks referred to as the “Magnificent Seven” racked up tremendous gains, while the rest of the equity market largely ran in place or declined.1 Given their weighting in benchmarks, the Magnificent Seven led the large cap S&P 500 Index to a 10.12% gain during the fund’s fiscal year. In contrast, the small cap Russell 2000 Index, which has no weighting in the Magnificent Seven, was down 8.62%. On the fixed income side, the Bloomberg US Aggregate Index (a leading index of the broad fixed income market) was basically flat, eking out a 0.36% gain.

 

As of October 31, 2023, the North Square Advisory Research Small Cap Value Fund declined 3.51% for the trailing 12 months (its fiscal year), versus a -9.93% decline for its primary benchmark, the Russell 2000 Value Total Return Index.

 

This is the second consecutive fiscal year where we are reporting significant relative outperformance, but continued negative absolute performance. We are pleased to protect capital whilst the market digests a large amount of macroeconomic news that has been challenging to stocks in the near term. We believe intrinsic value has been created by our businesses over the last two years that will be recognized in the stock prices as the market begins recovery.

 

At the portfolio company level, a strong performer was Miller Industries (MLR). Miller manufactures tow trucks, attaching specialized towing equipment through its portfolio of brands. In the years post COVID, the supply chain for their raw materials was disrupted, and Miller was challenged to deliver to its client base increasing backlog to all-time high levels. In the current fiscal year, supply chain pressure began to ease and deliveries began. These stock reacted positively to this operational improvement.

 

A weaker portfolio performer was First Interstate Banksystems, Inc. (FIBK). The banking sector experienced great volatility beginning in March of 2023 as several banking institutions had withdrawals of deposits and mark down on their bond portfolios. While FIBK deposits were stable, it did experience negative mark to market on its available for sale bond portfolio. We believe these issues to be short term in nature and that FIBK has adequate liquidity. This is demonstrated by the fact it maintained its generous dividend through the volatility. We continue to hold our position as we see value in the shares.

 

 

1The seven stocks are Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta, and Tesla. The average return of these stocks during the fund’s fiscal year was 76.33%. Tesla was actually down 11.73% during the fiscal year, but it has had a strong 2023, up 60.72% for the period 12/31/22-10/31/23.

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Outlook

 

The past year has been a struggle in the financial markets, but we note significant progress in the Federal Reserve’s fight against inflation and the potential end of the rate rising cycle. Small cap shares offer tremendous value relative to other parts of the equity markets and believe shareholders will benefit as interest rate pressures ease.

 

As the Sub-advisor for the North Square Advisory Research Small Cap Value Fund responsible for the day-to-day management of the Fund we thank you for investing and look forward to updating you again in 2023.

 

Advisory Research, Inc.

 

The views in this letter are those of the Fund’s Sub-advisor as of December 30, 2023, and may not necessarily reflect the same views on a date thereafter. These views are intended to help shareholders in understanding the fund’s investment methodology and do not constitute investment advice.

 

Fund holdings and sector allocations are subject to change at any time. Please see the Schedule of Investments in this report for a complete list of Fund holdings.

 

Risk is inherent in all investing including an investment in the Fund. An investment in the Fund involves risk, including the following principal risks, among others: Equity Risk, Sector Focus Risk, Market Risk, Small-Cap Company Risk, Cybersecurity Risk, Preferred Securities Risk, Convertible Securities Risk, ETF Risk, Currency Risk, Emerging Market Risk, Value-Oriented Investment Strategies Risk, Foreign Investment Risk, and Management and Strategy Risk. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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Discussion of North Square Altrinsic International Equity Fund Performance    (LOGO)

 

December 30, 2023

 

Dear Shareholder,

 

Equity markets started 2023 on a strong note following the most challenging year for investors since the Global Financial Crisis. The first quarter of the year included two of the three largest bank failures in US history and the demise of the once venerable Credit Suisse, yet global equity markets delivered strong gains. Thereafter, volatility in stock, bond, currency, and commodity markets rose, as investors and economies grappled with an environment transitioning from one flooded with free money to one of rising interest rates.

 

International markets were pressured by an uncertain economic recovery and war in Europe, as well as a sluggish recovery in China. The rising prevalence and presumed impact of AI dominated headlines and drove the stock prices of associated companies to all-time highs. Toward the end of the third quarter, the world watched the October 7 terrorist attack by Hamas and the subsequent Israeli invasion of Gaza. The coverage and controversies of the conflict have pushed the war in Ukraine off the front pages, though the market’s response to both conflicts has been fairly muted. Ongoing risks across markets include war, excessive debt, economic imbalances, geopolitical tensions, and – importantly – those that are not yet known.

 

For the one-year period ended October 31, 2023, the North Square Altrinsic International Equity Fund gained 16.9% gross of fees (15.83% net), outperforming the MSCI EAFE (Net) Index’s 14.40% return.

 

The greatest sources of positive attribution for the fiscal year were positions in financials (SCOR, Everest Group, Sumitomo Mitsui Trust), consumer staples (Fomento Economico Mexicano (FEMSA), Haleon, Danone), and consumer discretionary (Trip.com, Sands China, Adidas). Investments in health care (Medtronic, BioNTech, Astellas Pharma) and industrials (Bureau Veritas, Kubota Corp) weighed on relative performance.

 

Both broad-based and stock-specific factors drove performance across the financials and consumer sectors. Our financials holdings are primarily concentrated in insurance, which is benefiting from an improving growth and competitive outlook, and in well-capitalized emerging markets banks that have opportunities to improve penetration in underbanked regions. Across consumer staples and consumer discretionary, our holdings include recognizable global brands that we believe can compound value through better cost management, tailwinds from structural category growth, a focus on shareholder returns, and/or better penetration among higher-margin premium products.

 

Lingering effects from the pandemic and near-term, industry-specific factors created challenges for our health care and industrials holdings. That said, our long-term outlook for our investments in these sectors is positive. One dynamic that negatively affected some of our health care holdings was the rising popularity of weight loss drugs. Obesity contributes to a variety of diseases, and many companies that offer drugs or services to treat symptoms or outcomes related to obesity declined as weight loss drugs soared. Competitive pressures and uncertainty over the prospects of the COVID-19 vaccine technology further weighed on holdings. Despite these headwinds, we believe the evolution of business models linked to scientific advancements and the increasing use of AI can support free cash flow growth in the medium term. Our industrials investments are poised to benefit from important trends including automation and urbanization, and the companies are global leaders in their respective areas, led by strong management teams employing good capital discipline. While our holdings have lagged the continued momentum of the broader market, they operate in attractive product categories with unique opportunities to drive accelerating growth.

 

The macroeconomic backdrop remains highly uncertain. Market volatility could increase as investors navigate through a period of evolving geopolitical, economic, and monetary policy conditions. However, we are in the early stages of improved operational performance, which should lead to accelerating financial returns for many international businesses. International markets feature a combination of improving company fundamentals and discounted valuations built upon several timely and compelling themes: leading multinational franchises that compound value; innovation and business transformation taking many companies from good to great; growth in emerging markets; and intensifying focus on capital management, including dividends and buybacks. The quality and embedded growth in international equities remain quite strong, providing an attractive outlook for years to come. 

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From the portfolio managers of the North Square Altrinsic International Equity Fund, thank you for investing.

 

Sincerely,

 

John Hock 

John DeVita 

Rich McCormick

 

Please note that the performance for the North Square International Equity Fund is presented gross of management fees and includes the reinvestment of all income. Gross returns will be reduced by investment advisory fees and other expenses that may be incurred in the management of the account. Past performance is not indicative of future results. The securities identified in this letter are not necessarily held by the Fund at the time of publication or thereafter, and should not be considered a recommendation or solicitation to purchase or sell these securities. It should not be assumed that any investment in these securities was, or will be, profitable. The outlook and opportunities noted in this letter are prospective and based upon the opinions of Altrinsic as of the date of this letter. There is no guarantee that we will be successful in our efforts to implement investment strategies that take advantage of such perceived opportunities. 

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Discussion of North Square McKee Bond Fund Performance    (LOGO)

 

A letter from Brian S. Allen, CFA, Chief Investment Officer and Portfolio Manager of the North Square McKee Bond Fund. 12/29/2023

 

A surprisingly resilient U.S. consumer confounded the widely held expectations for recession and Fed rate cuts as the year began. Buoyed by excess savings, higher home values, and the benefit of low-rate mortgages, continued spending on services (travel and entertainment) boosted GDP growth to an expected reading of approximately 2.5%, exceeding 2022’s experience.

 

Minimal change in market interest rates versus 12/31/2022 levels belied notable spikes in volatility during the year, which created several attractive relative value opportunities. Headlining the list of events was undoubtedly the second, third, and fourth largest bank failures in history, beginning in March. While the Federal Reserve, U.S. Treasury, and the FDIC contained the damage, it was not before a precipitous drop in Treasury yields and rise in volatility that exceeded 2020’s initial reaction to COVID. Yields on callable agency debt and brokered certificates of deposit lagged the move lower in Treasury yields, temporarily trading at spread levels on par with corporate securities.

 

The Fund also capitalized on the pivot in market interest rates and the coincident recovery in mortgage securities in October and (following the Fund’s year-end) November. Treasury securities yields reached 15-year highs, fueled by the Federal Reserve’s tough talk on inflation. Investor sentiment and positioning in bonds reached extremely defensive levels but soon reversed as inflation readings and the supply outlook for Treasury securities ultimately came in below expectations.

 

For the one-year period ending October 31, 2023, the Fund declined 0.19%, underperforming the Bloomberg US Aggregate Bond Index’s 0.36% return.

 

Though the rapid move lower in market interest rates is due for a pause, the outlook for core fixed income in 2024 is decidedly positive. With the Fed expected to reduce the Federal Funds rate several times while no longer providing the steadying demand of years past, opportunities to enhance performance should be available.

 

Kind Regards,

 

Brian S. Allen, CFA 

Chief Investment Officer 

CS McKee 

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Discussion of North Square Strategic Income Fund Performance    (LOGO)

 

Dear Shareholders,

 

The fiscal year 2023 began with many question marks as the Federal Reserve (“Fed”) was in the midst of a rate hike cycle which began the period with the upper bound of the Fed Funds rate at 3.25% and ended the period with the target at 5.5%. In fact, it was the most aggressive rate hike cycle in 50 years in terms of magnitude and time frame. Investors would have to look back to 2009 to find the last time interest rate volatility, as measured by the MOVE Index, remained this elevated for a period of 12 months. When Silicon Valley Bank collapsed in March due to a run on uninsured deposits and balance sheet mismanagement, it set off a chain reaction to other banks with similar characteristics and business models. Meanwhile, Swiss banking regulators were dealing with the unrelated collapse of Credit Suisse during the same time frame. Ultimately U.S. regulators responded with programs to bolster the banking system’s liquidity and calm the nerves of frightened depositors.

 

As the Fund entered the calendar year 2023, it was defensively positioned with regard to preferred and hybrid security exposure – both in terms of amount and credit quality. This was due to our belief that valuations were getting stretched in this space. Despite our relatively benign positioning, the Fund’s performance did not meet our standards as most preferred and hybrid security prices dropped in sympathy with many investors left to ponder whether the entire banking system was at risk. By the end of March, we became convinced that two of the three largest bank failures in United States history did not pose a systemic risk and that they were due to the idiosyncratic business models and management of those institutions. With that view, we gradually added to preferred and hybrid exposure during the last 2 weeks of March and into April until reaching approximately 50% by market value. By continuing to employ our management discipline and taking a long-term view, we were able to add exposure to securities that were substantially undervalued in our estimation.

 

During this “March Madness” episode, the Fed continued with its rate hike cycle, ultimately moving the upper bound of the Fed Funds target to 5.5% by the end of July. With inflation heading down toward the Fed’s target, many investors got comfortable with the notion that they may be done with the rate hike cycle. Despite this, the U.S. Treasury market continued to sell off, with 10-year Treasury yields moving from 3.96% from the end of July to 4.93% at the end of the fiscal year as investors grew weary of unprecedented budget deficits, record debt to GDP ratios, concerns about Treasury supply, and the downgrade of U.S. debt by Fitch Ratings from AAA to AA+. As this drama unfolded, preferreds and hybrids performed poorly in October due to general risk-off sentiment.

 

We believe the North Square Strategic Income Fund is poised to offer value going forward as preferreds and hybrids have still not recovered all their value from both the March and October sell-offs. With inflation heading in the right direction, the Fed might be patient before committing to further hikes. With the market pricing in rate cuts for 2024, the soft-landing could be within reach. For the fiscal year ended October 31, 2023, the Fund Class I Shares delivered a total return of -0.27%, while the benchmark as represented by the Bloomberg U.S. Aggregate Bond Index returned 0.36%. Despite underperforming on a relative basis, we believe we have served shareholders through active management and weathering the storm that impacted the preferred and hybrid space. We purchased securities and added exposure at what we believed to be attractive levels in March and April. This could lead to attractive returns as we move into the year 2024. On behalf of the investment team at Red Cedar Investment Management, we thank you for entrusting us with your investment needs and wish everyone an enjoyable holiday season and prosperous New Year.

 

Regards,

 

John L. Cassady III, CFA 

Chief Investment Officer 

Red Cedar Investment Management 

6

 

North Square Advisory Research Small Cap Value Fund
FUND PERFORMANCE at October 31, 2023

  

(LINE GRAPH)

 

This graph compares a hypothetical $1,000,000 investment in the Fund, made on October 31, 2013, with a similar investment in the Russell 2000 Value Total Return Index. Results include the reinvestment of all dividends and capital gains.

 

The Russell 2000 Value Total Return Index measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and is not available for investment.

 

Average Annual Total Returns 

(for the periods ended October 31, 2023)

 

  1 Year 5 Year 10 Year
North Square Advisory Research Small Cap Value Fund - Class I -3.51% 5.30% 6.99%
Russell 2000 Value Total Return Index -9.93% 3.26% 5.20%

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

The Fund acquired all assets and assumed the liabilities of the Advisory Research Small Cap Value Fund (the “Predecessor Fund”) effective the close of business on February 21, 2020. The Predecessor Fund commenced investment operations on November 16, 2009. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the performance table above prior to February 21, 2020 reflect the performance of the Predecessor Fund. Effective January 11, 2022, the Fund changed names to the North Square Advisory Research Small Cap Value Fund (formerly, North Square Oak Ridge All Cap Value Fund) and changed investment strategy (Note 1).

 

Gross and net expense ratios for Class I shares were 1.24% and 0.94%, respectively, which were the amounts stated in the current prospectus dated February 28, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.94% of the average daily net assets of the Fund’s Class I shares. This agreement is in effect until February 28, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521. 

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North Square Altrinsic International Equity Fund
FUND PERFORMANCE at October 31, 2023

 

(LINE GRAPH)

 

This graph compares a hypothetical $1,000,000 investment in the Fund, made at the Fund’s inception, with a similar investment in the MSCI EAFE Index. Results include the reinvestment of all dividends and capital gains.

 

The MSCI EAFE Index is an equity index which captures large and mid cap representation across 21 developed markets countries around the world, excluding the US and Canada. With 796 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and is not available for investment.

 

Average Annual Total Returns 

(for the periods ended October 31, 2023)

 

    Since Inception
  1 Year (12/04/20)
North Square Altrinsic International Equity Fund - Class I 15.83% 1.05%
MSCI EAFE Index 14.40% 0.01%

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Gross and net expense ratios for Class I shares were 1.29% and 0.97%, respectively, which were the amounts stated in the current prospectus dated February 28, 2023. For the Fund’s current expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.97% of the average daily net assets of the Fund’s Class I shares. This agreement is in effect until February 28, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521. 

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North Square McKee Bond Fund
FUND PERFORMANCE at October 31, 2023

 

(LINE GRAPH)

 

This graph compares a hypothetical $50,000 investment in the Fund’s Class I shares (the class with the largest net assets), made at the Fund’s inception, with a similar investment in the Bloomberg US Aggregate Bond Index. Results include the reinvestment of all dividends and capital gains.

 

The Bloomberg US Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, US dollar denominated, fixed-rate taxable bond market. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and is not available for investment.

 

Average Annual Total Returns

(for the periods ended October 31, 2023)

 

    Since Inception Since Inception
  1 Year (12/28/20) (5/19/21)
North Square McKee Bond Fund - Class I -0.19% N/A -5.35%
North Square McKee Bond Fund - Class R6 -0.07% -4.79% N/A
Bloomberg US Aggregate Bond Index 0.36% -6.18% -6.06%
Bloomberg Intermediate Aggregate Bond Index* 1.23% -4.30% -4.53%

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Gross expense ratios for Class I and R6 shares were 0.57% and 0.58%, respectively, and net expense ratios for Class I and R6 shares were 0.47% and 0.28%, respectively, which were the amounts stated in the current prospectus dated February 28, 2023. For the Fund’s current expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/ or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 0.47% and 0.28% of the average daily net assets of the Fund’s Class I shares and Class R6 shares, respectively. This agreement is in effect until February 28, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.

 

*Effective January 6, 2023, the Bloomberg US Aggregate Bond Index has replaced the Bloomberg Intermediate Aggregate Bond Index as the Fund’s primary benchmark as the Bloomberg US Aggregate Bond Index is more closely aligned with the Fund’s principal investment strategies and portfolio holdings.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.

9

 

North Square Strategic Income Fund
FUND PERFORMANCE at October 31, 2023

 

(LINE GRAPH)

 

This graph compares a hypothetical $1,000,000 investment in the Fund, made on October 31, 2013, with a similar investment in the Bloomberg US Aggregate Bond Index. Results include the reinvestment of all dividends and capital gains.

 

The Bloomberg US Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, US dollar denominated, fixed-rate taxable bond market. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and is not available for investment.

 

Average Annual Total Returns 

(for the periods ended October 31, 2023)

 

  1 Year 5 Year 10 Year Since Inception
(02/28/23)
North Square Strategic Income Fund - Class A        
Without Load N/A N/A N/A -4.48%
With Load(a) N/A N/A N/A -9.97%
North Square Strategic Income Fund - Class I -0.27% 2.86% 3.07% N/A
Bloomberg US Aggregate Bond Index 0.36% -0.06% 0.88% -3.16%

 

(a)Maximum sales charge for Class A shares is 5.75%. No sales charge applies on investments of $500,000 or more, but a contingent deferred sales charge of 1% may be imposed on certain redemptions of such shares within 12 months of the date of purchase.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The performance table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

The Fund acquired all assets and assumed the liabilities of the Advisory Research Strategic Income Fund (the “Predecessor Fund”) effective the close of business on February 21, 2020. The Predecessor Fund commenced investment operations on December 31, 2012 after the conversion of a limited partnership account, the Advisory Research Value Income Fund, L.P. (the “Predecessor Account”), which commenced operations on June 30, 2003. As a result of each reorganization, the Fund is the accounting successor of each the Predecessor Fund and Predecessor Account. Performance results shown in the performance table above between February 21, 2020 and December 31, 2012 reflect the performance of the Predecessor Fund, and performance results shown prior to December 31, 2012 reflect the performance of the Predecessor Account. The Predecessor Account was not registered under the 1940 Act and therefore was

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North Square Strategic Income Fund
FUND PERFORMANCE at October 31, 2023 – Continued

 

not subject to certain restrictions imposed by the 1940 Act on registered investment companies and by the Internal Revenue Code of 1986 on regulated investment companies. If the Predecessor Account had been registered under the 1940 Act, the Predecessor Account’s performance may have been adversely affected.

 

Gross expense ratios for Class A and I shares were 1.39% and 1.14%, respectively, and net expense ratios for Class A and I shares were 1.15% and 0.90%, respectively, which were the amounts stated in the current prospectus dated February 28, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.15% and 0.90% of the average daily net assets of the Fund’s Class A and Class I shares, respectively. This agreement is in effect until February 28, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would have been lower.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling 1-855-551-5521.

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North Square Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS — 98.6%     
     CONSUMER DISCRETIONARY — 25.3%     
     AUTOMOTIVE — 6.0%     
 28,205   Miller Industries, Inc.  $1,025,816 
           
     HOME CONSTRUCTION — 4.9%     
 8,020   M.D.C. Holdings, Inc.   304,359 
 9,027   Skyline Champion Corp.(a)   529,253 
         833,612 
     LEISURE FACILITIES & SERVICES — 3.9%     
 10,995   Monarch Casino & Resort, Inc.   661,789 
           
     LEISURE PRODUCTS — 2.6%     
 6,485   Brunswick Corp.   450,513 
           
     RETAIL — DISCRETIONARY — 7.9%     
 3,830   Asbury Automotive Group, Inc.(a)   732,947 
 4,692   Floor & Decor Holdings, Inc., Class A(a)   386,621 
 10,585   Foot Locker, Inc.   222,179 
         1,341,747 
     TOTAL CONSUMER DISCRETIONARY   4,313,477 
           
     CONSUMER STAPLES — 5.1%     
     WHOLESALE — CONSUMER STAPLES — 5.1%     
 15,102   Performance Food Group Co.(a)   872,292 
     TOTAL CONSUMER STAPLES   872,292 
           
     ENERGY — 2.8%     
     OIL & GAS PRODUCERS — 0.8%     
 1,455   Denbury, Inc.(a)   129,335 
           
     OIL & GAS SERVICES & EQUIPMENT — 2.0%     
 11,305   ChampionX Corp.   348,194 
     TOTAL ENERGY   477,529 
           
     FINANCIALS — 18.4%     
     BANKING — 12.8%     
 18,367   First Interstate BancSystem, Inc., Class A   423,727 
 13,970   First Merchants Corp.   381,521 
 6,017   Nicolet Bankshares, Inc.(a)   438,158 
 6,383   SouthState Corp.   421,916 
 13,756   Webster Financial Corp.   522,315 
         2,187,637 
           

See accompanying Notes to Financial Statements.

12

 

North Square Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS (Continued)     
     CONSUMER DISCRETIONARY (Continued)     
     INSURANCE — 5.6%     
 4,060   Enstar Group, Ltd.(a)  $962,098 
     TOTAL FINANCIALS   3,149,735 
           
     HEALTH CARE — 2.6%     
     HEALTH CARE FACILITIES & SERVICES — 2.6%     
 6,155   HealthEquity, Inc.(a)   441,190 
     TOTAL HEALTH CARE   441,190 
           
     INDUSTRIALS — 20.9%     
     AEROSPACE & DEFENSE — 1.5%     
 11,155   Spirit AeroSystems Holdings, Inc., Class A(a)   252,103 
           
     COMMERCIAL SUPPORT SERVICES — 6.1%     
 34,262   First Advantage Corp.   445,749 
 24,600   Viad Corp.(a)   596,058 
         1,041,807 
     ELECTRICAL EQUIPMENT — 3.5%     
 11,090   Bel Fuse, Inc., Class B(a)   600,856 
           
     MACHINERY — 8.0%     
 2,705   Alamo Group, Inc.   433,612 
 38,102   Gates Industrial Corp. PLC(a)   416,074 
 5,065   John Bean Technologies Corp.   526,861 
         1,376,547 
     TRANSPORTATION EQUIPMENT — 1.8%     
 14,705   Trinity Industries, Inc.   306,305 
     TOTAL INDUSTRIALS   3,577,618 
           
     MATERIALS — 9.7%     
     CHEMICALS — 6.8%     
 28,319   Element Solutions, Inc.   516,255 
 21,195   Valvoline, Inc.   628,857 
         1,145,112 
     CONSTRUCTION MATERIALS — 1.4%     
 1,585   Eagle Materials, Inc.   243,947 
           
     CONTAINERS & PACKAGING — 1.5%     
 2,135   AptarGroup, Inc.   261,046 
     TOTAL MATERIALS   1,650,105 
           

See accompanying Notes to Financial Statements.

13

 

North Square Advisory Research Small Cap Value Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS (Continued)     
     TECHNOLOGY — 13.8%     
     SOFTWARE — 6.5%     
 47,450   Alkami Technology, Inc.(a)  $851,728 
 4,060   Blackbaud, Inc.(a)   265,524 
         1,117,252 
     TECHNOLOGY SERVICES — 7.3%     
 14,245   Cass Information Systems, Inc.   538,603 
 9,445   MAXIMUS, Inc.   705,730 
         1,244,333 
     TOTAL TECHNOLOGY   2,361,585 
           
     TOTAL COMMON STOCKS (Cost $17,812,069)   16,843,531 
           
     SHORT-TERM INVESTMENTS — 1.3%     
 230,473   First American Treasury Obligations Fund, Class X, 5.29% (Cost $230,473)(b)   230,473 
     TOTAL SHORT-TERM INVESTMENTS (Cost $230,473)   230,473 
     TOTAL INVESTMENTS — 99.9% (Cost $18,042,542)  $17,074,004 
     Other Assets in Excess of Liabilities 0.1%   11,734 
     NET ASSETS — 100.0%  $17,085,738 

 

(a)Non-income producing security.

 

(b)Rate disclosed is the seven day effective yield as of October 31, 2023.

 

LTD - Limited Company

 

PLC - Public Limited Company

 

See accompanying Notes to Financial Statements.

14

 

North Square Advisory Research Small Cap Value Fund
SUMMARY OF INVESTMENTS
As of October 31, 2023

 

   Percent of Total 
Security Type/Sector  Net Assets 
Common Stocks     
Consumer Discretionary   25.3%
Consumer Staples   5.1%
Energy   2.8%
Financials   18.4%
Health Care   2.6%
Industrials   20.9%
Materials   9.7%
Technology   13.8%
Total Common Stocks   98.6%
Short-Term Investment   1.3%
Total Investments   99.9%
Other Assets in Excess of Liabilities   0.1%
Total Net Assets   100.0%

 

See accompanying Notes to Financial Statements.

15

 

North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS — 92.0%     
     Bermuda — 4.4%     
 19,365   AXIS Capital Holdings Ltd.  $1,105,742 
 9,332   Everest Re Group, Ltd.   3,691,925 
         4,797,667 
     Brazil — 0.7%     
 326,047   Lojas Renner SA(a)   796,861 
           
     Canada — 1.2%     
 12,623   Agnico Eagle Mines Ltd. - ADR   592,145 
 126,828   Kinross Gold Corp.   662,144 
         1,254,289 
     Cayman Islands — 2.9%     
 117,760   Alibaba Group Holding Ltd.(a)   1,212,348 
 81,940   Baidu, Inc., Class A(a)   1,075,775 
 320,777   Sands China Ltd.(a)   863,548 
         3,151,671 
     France — 12.9%     
 36,509   AXA SA   1,081,995 
 63,023   Bureau Veritas SA   1,435,813 
 47,778   Cia Generale de Establissements Michelin SCA   1,419,696 
 36,158   Danone   2,151,489 
 4,562   Pernod Ricard SA(a)   810,267 
 31,400   Sanofi   2,851,889 
 32,659   SCOR SE   975,213 
 47,364   TotalEnergies SE   3,167,276 
         13,893,638 
     Germany — 8.0%     
 4,744   adidas AG   843,690 
 10,327   BioNTech SE - ADR(a)   965,988 
 47,980   Daimler Truck Holding AG   1,507,846 
 6,398   Deutsche Boerse AG   1,053,300 
 31,795   Deutsche Post AG   1,236,940 
 13,264   SAP SE   1,779,488 
 9,057   Siemens AG   1,202,096 
         8,589,348 
     India — 2.1%     
 40,488   HDFC Bank Ltd. - ADR   2,289,596 
           
     Ireland — 6.4%     
 24,038   CRH PLC(a)   1,289,310 
 31,921   Medtronic, PLC   2,252,346 
 14,397   Willis Towers Watson PLC - ADR   3,396,108 
         6,937,764 
     Israel — 2.6%     
 21,050   Check Point Software Technologies Ltd.(a)   2,825,963 

 

See accompanying Notes to Financial Statements.

16

 

North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS (Continued)     
     Japan — 13.4%     
 19,676   Daito Trust Construction Co. Ltd.  $2,110,573 
 23,182   Eisai Co. Ltd.   1,228,144 
 159,596   Kubota Corp.   2,146,446 
 34,493   Makita Corp.(a)   891,536 
 55,107   MinebeaMitsumi, Inc.(a)   864,039 
 29,895   Sompo Holdings, Inc.   1,295,051 
 14,519   Sony Group Corp.   1,207,094 
 55,783   Sumitomo Mitsui Trust Holdings, Inc.   2,091,684 
 39,244   Suzuki Motor Corp.   1,497,525 
 47,145   Tokio Marine Holdings, Inc.   1,054,739 
         14,386,831 
     Korea (Republic Of) — 5.1%     
 38,168   Hana Financial Group, Inc.   1,108,588 
 57,364   KB Financial Group Inc.   2,184,223 
 1,750   Samsung Electronics Co. Ltd. - ADR   2,188,332 
         5,481,143 
     Mexico — 2.2%     
 13,416   Fomento Economico Mexicano, SAB de CV - ADR   1,521,508 
 226,735   Wal-Mart de Mexico SAB de CV   812,382 
         2,333,890 
     Netherlands — 5.5%     
 31,643   Akzo Nobel N.V.(a)   2,123,189 
 15,909   Euronext NV   1,109,694 
 30,389   Heineken N.V.(a)   2,730,802 
         5,963,685 
     Peru — 0.8%     
 6,838   Credicorp Ltd.   854,476 
           
     Singapore — 1.3%     
 202,564   Singapore Exchange Ltd.(a)   1,402,454 
           
     Spain — 1.1%     
 150,285   Banco Bilbao Vizcaya Argentaria SA   1,182,565 
           
     Sweden — 0.5%     
 25,446   Assa Abloy AB, Class B   542,353 
           
     Switzerland — 10.7%     
 18,808   Chubb Ltd.   4,036,574 
 15,017   Nestle S.A.   1,619,468 
 10,119   Novartis AG   947,368 
 7,401   Roche Holding AG   1,907,373 
 19,496   Sandoz Insurance Group AG(a)   506,893 
 5,408   Zurich Insurance Group AG   2,568,844 
         11,586,520 

 

See accompanying Notes to Financial Statements.

17

 

North Square Altrinsic International Equity Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS (Continued)     
     United Kingdom — 9.2%     
 48,253   BP PLC - ADR  $1,765,095 
 71,005   Diageo PLC   2,684,802 
 158,400   GSK PLC   2,823,421 
 324,782   Haleon PLC   1,301,598 
 1,023,614   Lloyds Banking Group PLC   498,133 
 97,681   Vodafone Group PLC - ADR   902,572 
         9,975,621 
     United States — 1.0%     
 71,175   Liberty Global PLC, Class A(a)   1,107,483 
     TOTAL COMMON STOCKS (Cost $102,804,087)   99,353,818 
           
     PREFERRED STOCKS — 2.4%     
     Brazil — 1.4%     
 269,827   Itau Unibanco Holdings SA(a)   1,435,609 
           
     Germany — 1.0%     
 15,430   Henkel AG & Co. KGaA   1,113,268 
     TOTAL PREFERRED STOCKS (Cost $2,551,743)   2,548,877 
           
     SHORT-TERM INVESTMENTS — 5.1%     
 5,501,762   First American Treasury Obligations Fund, Class X, 5.29%(b)   5,501,762 
     TOTAL SHORT-TERM INVESTMENTS (Cost $5,501,762)   5,501,762 
     TOTAL INVESTMENTS — 99.5% (Cost $110,857,592)  $107,404,457 
     OTHER ASSETS IN EXCESS OF LIABILITIES — 0.5%   570,210 
     NET ASSETS — 100.0%  $107,974,667 

 

(a)Non-income producing security.

 

(b)Rate disclosed is the seven day effective yield as of October 31, 2023.

 

ADR - American Depositary Receipt

 

SA - Société Anonyme

 

See accompanying Notes to Financial Statements.

18

 

North Square Altrinsic International Equity Fund
SUMMARY OF INVESTMENTS
As of October 31, 2023

 

   Percent of Total 
Security Type/Sector  Net Assets 
Common Stocks     
Communications   2.9%
Consumer Discretionary   6.1%
Consumer Staples   13.7%
Energy   4.6%
Financials   30.5%
Health Care   12.5%
Industrials   8.3%
Materials   4.3%
Real Estate   2.0%
Technology   8.2%
Total Common Stocks   93.1%
Preferred Stocks     
Financials   1.3%
Total Preferred Stocks   1.3%
Short-Term Investments   5.1%
Total Investments   99.5%
Other Assets in Excess of Liabilities   0.5%
Total Net Assets   100.0%

 

See accompanying Notes to Financial Statements.

19

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     ASSET BACKED SECURITIES — 4.1%     
 400,000   Aligned Data Centers Issuer LLC, 1.937%, 08/15/46(a)  $348,998 
 446,000   American Credit Acceptance Receivables Trust 2021-2, 1.340%, 07/13/27(a)   430,253 
 500,000   AMSR 2019-SFR1 Trust, 2.774%, 01/20/39(a)   451,860 
 200,000   AMSR 2021-SFR2 Trust, 1.527%, 08/19/38(a)   176,327 
 17,645   Amur Equipment Finance Receivables IX LLC, 0.750%, 11/20/26(a)   17,367 
 785,000   Amur Equipment Finance Receivables X LLC, 2.200%, 01/20/28(a)   730,218 
 16,447   Burlington Northern and Santa Fe Railway Co. 2006-1 Pass Through Trust, 5.720%, 01/15/24   16,783 
 568,145   Chesapeake Funding II LLC, 5.650%, 05/15/35(a)   565,232 
 250,000   Dell Equipment Finance Trust 2023-3, 5.930%, 06/22/26(a)   249,676 
 20,332   Flagship Credit Auto Trust 2021-3, 0.360%, 07/15/27(a)   20,023 
 291,266   NMEF Funding 2022-B LLC, 6.070%, 06/01/49(a)   290,048 
 59,855   Oportun Funding XIV LLC, 1.210%, 03/08/28(a)   56,712 
 43,258   Oscar US Funding X LLC, 3.270%, 05/11/26(a)   43,111 
 35,003   Oscar US Funding XII LLC, 0.700%, 04/10/25(a)   34,673 
 528,000   Tricon Residential 2022-SFR2 Trust, 3.856%, 04/19/39(a)   488,034 
 230,732   VMC Finance 2021-FL4 LLC, 6.549%, 06/18/36(a)   227,231 
     TOTAL ASSET BACKED SECURITIES (Cost $4,410,792)   4,146,546 
           
     CORPORATE BONDS — 28.3%     
     COMMUNICATIONS — 2.3%     
     CABLE & SATELLITE — 0.2%     
 300,000   Comcast Corp., 3.250%, 11/01/39   206,993 
           
     ENTERTAINMENT CONTENT — 0.7%     
 508,000   Fox Corp., 6.500%, 10/13/33   496,380 
 325,000   Walt Disney Co. (The), 3.500%, 05/13/40   233,768 
         730,148 
     INTERNET MEDIA & SERVICES — 0.1%     
 160,000   Meta Platforms, Inc., 5.600%, 05/15/53   144,817 
           
     TELECOMMUNICATIONS — 1.3%     
 94,000   AT&T, Inc., 1.700%, 03/25/26   85,338 
 152,000   AT&T, Inc., 5.400%, 02/15/34   139,716 
 629,000   Verizon Communications, Inc., 2.100%, 03/22/28   536,720 
 775,000   Verizon Communications, Inc., 2.650%, 11/20/40   468,757 
         1,230,531 
     CONSUMER DISCRETIONARY — 0.7%     
     AUTOMOTIVE — 0.7%     
 218,000   American Honda Finance Corp., 2.000%, 03/24/28   186,867 
 614,000   General Motors Financial Co., Inc., 4.300%, 04/06/29   545,774 
         732,641 
     CONSUMER STAPLES — 1.3%     
     TOBACCO & CANNABIS — 1.3%     
 354,000   Altria Group, Inc., 6.875%, 11/01/33   351,305 
           

See accompanying Notes to Financial Statements.

20

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     CORPORATE BONDS (Continued)     
     CONSUMER STAPLES (Continued)     
     TOBACCO & CANNABIS (Continued)     
 545,000   B.A.T. Capital Corp., 6.421%, 08/02/33  $513,825 
 488,000   Philip Morris International, Inc., 5.125%, 02/15/30   459,888 
         1,325,018 
     ENERGY — 2.4%     
     OIL & GAS PRODUCERS — 2.4%     
 403,000   Chevron USA, Inc., 3.250%, 10/15/29   358,288 
 514,000   ConocoPhillips Co., 5.300%, 05/15/53   444,212 
 186,000   Energy Transfer LP, 6.400%, 12/01/30   184,173 
 250,000   Enterprise Products Operating LLC, 4.800%, 02/01/49   202,269 
 208,000   Exxon Mobil Corp., 4.227%, 03/19/40   168,934 
 694,000   Exxon Mobil Corp., 4.327%, 03/19/50   538,015 
 675,000   TransCanada PipeLines Ltd., 2.500%, 10/12/31   509,494 
         2,405,385 
     FINANCIALS — 11.7%     
     ASSET MANAGEMENT — 0.4%     
 178,000   Charles Schwab Corp. (The), 5.853%, 05/19/34 (SOFR + 227bps)(b)   163,344 
 257,000   United Airlines 2023-1 Class A Pass Through Trust, 5.800%, 07/15/36   241,751 
         405,095 
     BANKING — 6.7%     
 1,352,000   Bank of America Corp., 1.658%, 03/11/27   1,209,978 
 325,000   Bank of America Corp., 5.872%, 09/15/34   306,171 
 345,000   Bank of Montreal, 1.850%, 05/01/25   324,321 
 414,000   Bank of Nova Scotia (The), 1.300%, 06/11/25   384,075 
 198,000   F.N.B Corp., 5.150%, 08/05/32   190,186 
 220,000   Federation des Caisses Desjardins du Quebec, 2.050%, 02/10/25(a)   208,819 
 629,000   JPMorgan Chase & Co., Inc., 1.578%, 04/22/27 (SOFR + 77bps)(b)   561,305 
 160,000   JPMorgan Chase & Co., Inc., 1.953%, 02/04/32   118,908 
 218,000   PNC Financial Services Group Inc. (The), 6.875%, 10/20/34   217,959 
 71,000   PNC Financial Services Group, Inc. (The), 5.582%, 06/12/29   68,004 
 374,000   PNC Financial Services Group, Inc. (The), 6.037%, 10/28/33   352,357 
 300,000   Royal Bank of Canada, 5.000%, 05/02/33   270,253 
 282,000   Toronto-Dominion Bank, 1.200%, 06/03/26   250,092 
 394,000   Toronto-Dominion Bank (The), 2.000%, 09/10/31   291,221 
 867,000   US Bancorp, 4.653%, 02/01/29   800,483 
 779,000   Wells Fargo & Co., 3.526%, 03/24/28   710,530 
 346,000   Wells Fargo & Co., 4.897%, 07/25/33 (SOFR + 195bps)(b)   304,248 
         6,568,910 
     INSTITUTIONAL FINANCIAL SERVICES — 2.9%     
 1,137,000   Goldman Sachs Group, Inc. (The), 1.431%, 03/09/27   1,010,062 
 1,019,000   Goldman Sachs Group, Inc. (The), 1.992%, 01/27/32 (SOFR + 90bps)(b)   747,858 
 549,000   Morgan Stanley, 0.790%, 05/30/25   529,588 
 695,000   Morgan Stanley, 1.593%, 05/04/27 (SOFR + 77bps)(b)   617,724 
         2,905,232 

 

See accompanying Notes to Financial Statements.

21

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     CORPORATE BONDS (Continued)     
     FINANCIALS (Continued)     
     SPECIALTY FINANCE — 1.7%     
 851,000   Capital One Financial Corp., 1.878%, 11/02/27  $730,360 
 1,070,000   Federal Farm Credit Banks Funding Corp., 4.800%, 04/13/33   990,501 
         1,720,861 
     HEALTH CARE — 1.1%     
     BIOTECH & PHARMA — 0.8%     
 247,000   Amgen, Inc., 5.650%, 03/02/53   217,417 
 250,000   Gilead Sciences, Inc., 3.650%, 03/01/26   238,731 
 395,000   Pfizer Investment Enterprises PTE Ltd., 5.110%, 05/19/43   346,954 
         803,102 
     HEALTH CARE FACILITIES & SERVICES — 0.3%     
 369,000   CVS Health Corp., 3.750%, 04/01/30   321,160 
           
     INDUSTRIALS — 2.7%     
     AEROSPACE & DEFENSE — 1.0%     
 1,005,000   Boeing Co., 4.875%, 05/01/25   987,612 
           
     COMMERCIAL SUPPORT SERVICES — 0.2%     
 250,000   Waste Connections Inc., 4.250%, 12/01/28   234,248 
           
     MACHINERY — 0.2%     
 227,000   John Deere Capital Corp., 4.700%, 06/10/30   213,791 
           
     TRANSPORTATION & LOGISTICS — 1.3%     
 180,366   BNSF Railway Co. 2015-1 Pass Through Trust, 3.442%, 06/16/28(a)   166,654 
 725,000   BNSF Railway Co. Pass Through Trust, 4.550%, 09/01/44   577,727 
 481,081   FedEx Corp. 2020-1 Class AA Pass Through Trust, 1.875%, 02/20/34   378,675 
 17,304   Union Pacific Railroad Co. 2005 Pass Through Trust, 5.082%, 01/02/29   16,859 
 137,390   Union Pacific Railroad Co. 2014-1 Pass Through Trust, 3.227%, 05/14/26   129,916 
         1,269,831 
     MATERIALS — 0.3%     
     CHEMICALS — 0.3%     
 306,000   DuPont de Nemours, Inc., 4.493%, 11/15/25   298,270 
           
     REAL ESTATE — 0.3%     
     REAL ESTATE INVESTMENT TRUSTS — 0.3%     
 317,000   American Tower Corp., 3.800%, 08/15/29   277,654 
           
     TECHNOLOGY — 1.6%     
     SEMICONDUCTORS — 0.1%     
 137,000   Intel Corp., 5.700%, 02/10/53   122,704 

 

See accompanying Notes to Financial Statements.

22

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     CORPORATE BONDS (Continued)     
     TECHNOLOGY (Continued)     
     SOFTWARE — 0.7%     
 397,000   Oracle Corp., 2.300%, 03/25/28  $341,038 
 575,000   Oracle Corp., 3.600%, 04/01/40   395,075 
         736,113 
     TECHNOLOGY HARDWARE — 0.6%     
 411,000   Apple, Inc., 4.650%, 02/23/46   350,935 
 278,000   Apple, Inc., 3.950%, 08/08/52   206,291 
         557,226 
     TECHNOLOGY SERVICES — 0.2%     
 200,000   International Business Machines Corp., 1.700%, 10/01/52   174,647 
           
     UTILITIES — 3.9%     
     ELECTRIC UTILITIES — 3.9%     
 375,000   Alabama Power Co., 3.450%, 10/01/49   236,730 
 876,000   Duke Energy Carolinas LLC, 5.300%, 02/15/40   776,026 
 151,000   Duke Energy Corp., 2.450%, 06/01/30   120,431 
 600,000   Electricite de France SA, 6.250%, 05/23/33(a)   583,531 
 330,000   Florida Power & Light Co., 5.300%, 04/01/53   288,143 
 1,000,000   MidAmerican Energy Co., 4.250%, 07/15/49   739,666 
 447,000   NextEra Energy Capital Holdings, Inc., 2.250%, 06/01/30   348,519 
 239,000   Pacific Gas and Electric Co., 6.400%, 06/15/33   224,401 
 200,000   Virginia Electric and Power Co., 3.150%, 01/15/26   189,704 
 469,000   Virginia Electric and Power Co., 5.450%, 04/01/53   400,264 
         3,907,415 
     TOTAL CORPORATE BONDS (Cost $30,912,850)   28,279,404 
           
     MORTGAGE-BACKED SECURITIES — 59.7%     
 163,487   BBCMS Mortgage Trust 2022-C14, 1.727%, 02/18/55   151,007 
 8,900   COMM 2012-CCRE4 Mortgage Trust, 2.853%, 10/17/45   8,142 
 300,000   DBUBS 2017-BRBK Mortgage Trust, 3.452%, 10/12/34(a)   272,735 
 136,780   Ellington Financial Mortgage Trust 2020-1, 2.006%, 05/25/65(a)   131,241 
 599,988   EQUS 2021-EQAZ Mortgage Trust, 6.204%, 10/15/36(a)   584,952 
 295,291   Fannie Mae Pool, 4.000%, 05/15/27   260,755 
 32,190   Fannie Mae Pool, 2.500%, 08/01/28   30,604 
 24,793   Fannie Mae Pool, 5.000%, 11/01/29   23,825 
 6,598   Fannie Mae Pool, 4.000%, 10/01/30   6,263 
 75,009   Fannie Mae Pool, 4.500%, 05/01/31   69,842 
 61,257   Fannie Mae Pool, 4.000%, 09/01/31   58,112 
 27,532   Fannie Mae Pool, 4.500%, 01/01/32   25,686 
 17,899   Fannie Mae Pool, 3.500%, 04/01/32   16,666 
 247,950   Fannie Mae Pool, 3.000%, 05/01/33   224,686 
 66,936   Fannie Mae Pool, 4.500%, 05/01/34   61,650 
 83,935   Fannie Mae Pool, 4.000%, 06/01/34   78,552 

 

See accompanying Notes to Financial Statements.

23

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 116,907   Fannie Mae Pool, 3.500%, 08/01/34  $107,567 
 96,556   Fannie Mae Pool, 3.500%, 12/01/34   88,691 
 42,997   Fannie Mae Pool, 3.500%, 11/01/35   39,511 
 87,744   Fannie Mae Pool, 4.000%, 11/01/35   82,794 
 287,153   Fannie Mae Pool, 2.000%, 05/01/36   245,040 
 454,000   Fannie Mae Pool, 2.000%, 03/01/37   389,254 
 100,345   Fannie Mae Pool, 4.000%, 07/01/37   92,806 
 103,588   Fannie Mae Pool, 3.500%, 10/13/37   87,624 
 95,304   Fannie Mae Pool, 3.500%, 12/01/37   88,926 
 91,858   Fannie Mae Pool, 4.000%, 12/01/37   86,945 
 65,846   Fannie Mae Pool, 4.000%, 06/01/38   61,693 
 2,625   Fannie Mae Pool, 4.000%, 03/01/39   2,343 
 272,356   Fannie Mae Pool, 3.000%, 01/01/40   232,099 
 40,785   Fannie Mae Pool, 4.500%, 01/01/40   37,679 
 30,566   Fannie Mae Pool, 4.500%, 01/01/40   28,381 
 10,354   Fannie Mae Pool, 4.500%, 07/01/40   9,566 
 306,175   Fannie Mae Pool, 2.000%, 08/01/40   243,005 
 3,463   Fannie Mae Pool, 4.000%, 09/01/40   3,096 
 70,482   Fannie Mae Pool, 4.000%, 09/01/40   63,827 
 16,371   Fannie Mae Pool, 4.500%, 09/01/40   15,125 
 197,323   Fannie Mae Pool, 2.500%, 10/01/40   160,826 
 297,714   Fannie Mae Pool, 3.000%, 10/01/40   249,265 
 236,928   Fannie Mae Pool, 2.000%, 11/01/40   188,044 
 11,951   Fannie Mae Pool, 4.500%, 11/01/40   10,996 
 28,994   Fannie Mae Pool, 4.500%, 12/01/40   26,743 
 143,268   Fannie Mae Pool, 2.000%, 01/01/41   113,668 
 5,230   Fannie Mae Pool, 4.000%, 01/01/41   4,678 
 48,732   Fannie Mae Pool, 4.000%, 01/01/41   43,609 
 26,181   Fannie Mae Pool, 4.000%, 01/01/41   23,429 
 393,434   Fannie Mae Pool, 2.500%, 02/01/41   319,865 
 349,643   Fannie Mae Pool, 1.500%, 03/01/41   262,408 
 217,434   Fannie Mae Pool, 2.500%, 03/01/41   177,037 
 69,725   Fannie Mae Pool, 4.500%, 04/01/41   64,416 
 13,251   Fannie Mae Pool, 4.500%, 05/01/41   12,217 
 460,610   Fannie Mae Pool, 2.500%, 09/01/41   372,685 
 475,666   Fannie Mae Pool, 2.500%, 10/01/41   386,340 
 8,806   Fannie Mae Pool, 4.000%, 10/01/41   7,880 
 290,585   Fannie Mae Pool, 2.500%, 11/01/41   233,423 
 18,506   Fannie Mae Pool, 3.000%, 09/01/42   15,622 
 170,851   Fannie Mae Pool, 3.000%, 04/01/43   141,722 
 277,518   Fannie Mae Pool, 3.500%, 07/01/43   241,362 
 37,295   Fannie Mae Pool, 3.500%, 01/01/44   32,424 
 341,632   Fannie Mae Pool, 3.000%, 04/01/45   287,437 
 31,366   Fannie Mae Pool, 3.500%, 12/01/45   27,055 

 

See accompanying Notes to Financial Statements.

24

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 154,836   Fannie Mae Pool, 4.500%, 03/01/46  $143,054 
 93,387   Fannie Mae Pool, 3.000%, 04/01/46   77,369 
 170,270   Fannie Mae Pool, 2.500%, 05/01/46   133,234 
 122,715   Fannie Mae Pool, 3.000%, 06/01/46   103,361 
 86,664   Fannie Mae Pool, 3.500%, 06/01/46   74,515 
 63,012   Fannie Mae Pool, 3.000%, 10/01/46   52,092 
 5,732   Fannie Mae Pool, 3.000%, 11/01/46   4,742 
 167,862   Fannie Mae Pool, 3.000%, 02/01/47   138,832 
 709,345   Fannie Mae Pool, 2.500%, 11/01/47   555,671 
 258,157   Fannie Mae Pool, 2.500%, 12/01/47   202,230 
 45,760   Fannie Mae Pool, 3.500%, 03/01/48   38,968 
 185,450   Fannie Mae Pool, 2.500%, 04/01/48   145,371 
 99,961   Fannie Mae Pool, 3.000%, 04/01/48   82,634 
 287,483   Fannie Mae Pool, 3.500%, 08/01/48   243,167 
 94,728   Fannie Mae Pool, 3.500%, 11/01/48   80,736 
 7,815   Fannie Mae Pool, 4.500%, 11/01/48   7,103 
 122,882   Fannie Mae Pool, 3.000%, 12/01/48   101,636 
 41,194   Fannie Mae Pool, 3.000%, 02/01/49   33,950 
 16,880   Fannie Mae Pool, 3.500%, 02/01/49   14,330 
 489,597   Fannie Mae Pool, 3.500%, 09/01/49   401,398 
 91,370   Fannie Mae Pool, 3.000%, 12/01/49   73,952 
 370,587   Fannie Mae Pool, 2.500%, 04/01/50   279,611 
 262,556   Fannie Mae Pool, 2.500%, 05/01/50   198,098 
 380,040   Fannie Mae Pool, 2.500%, 06/01/50   297,038 
 136,140   Fannie Mae Pool, 3.500%, 08/01/50   115,996 
 125,334   Fannie Mae Pool, 2.500%, 10/01/50   98,256 
 378,989   Fannie Mae Pool, 2.500%, 02/01/51   293,708 
 298,935   Fannie Mae Pool, 2.000%, 03/01/51   225,017 
 334,367   Fannie Mae Pool, 2.500%, 06/01/51   260,288 
 694,648   Fannie Mae Pool, 2.500%, 06/01/51   541,670 
 1,273,617   Fannie Mae Pool, 2.500%, 07/01/51   989,131 
 759,670   Fannie Mae Pool, 2.500%, 08/01/51   586,202 
 270,518   Fannie Mae Pool, 2.500%, 10/01/51   208,498 
 259,728   Fannie Mae Pool, 3.000%, 01/01/52   208,876 
 419,314   Fannie Mae Pool, 2.000%, 02/01/52   312,248 
 539,312   Fannie Mae Pool, 2.000%, 02/01/52   401,774 
 372,558   Fannie Mae Pool, 3.000%, 02/01/52   300,934 
 346,123   Fannie Mae Pool, 6.500%, 01/01/53   345,054 
 208,895   Fannie Mae Pool, 5.500%, 07/01/53   198,478 
 419,472   Fannie Mae Pool, 6.000%, 09/01/53   411,332 
 495,117   Fannie Mae Pool, 2.500%, 10/01/53   381,410 
 149,032   Fannie Mae Pool, 4.000%, 07/01/56   129,459 
 8,521   Fannie Mae REMICS, 5.500%, 01/25/26   8,417 
 88,090   Fannie Mae REMICS, 4.000%, 04/25/33   83,041 

 

See accompanying Notes to Financial Statements.

25

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 3,176   Fannie Mae REMICS, 5.000%, 08/25/35  $3,055 
 228,000   Fannie Mae REMICS, 3.500%, 10/25/37   207,422 
 127   Fannie Mae REMICS, 2.000%, 07/25/41   126 
 35,379   Fannie Mae REMICS, 2.000%, 12/25/41   30,699 
 109,344   Fannie Mae REMICS, 3.500%, 02/25/43   96,467 
 420,839   Fannie Mae REMICS, 3.000%, 06/25/43   393,493 
 4,043   Fannie Mae REMICS, 3.500%, 08/25/43   3,942 
 66,788   Fannie Mae REMICS, 2.000%, 10/25/44   56,905 
 35,385   Fannie Mae REMICS, 3.000%, 04/25/45   31,570 
 78,431   Fannie Mae REMICS, 3.500%, 09/25/48   70,640 
 62,675   Fannie Mae REMICS, 3.000%, 07/25/49   52,232 
 382,915   Fannie Mae REMICS, 5.000%, 01/25/53   363,839 
 9,204   Fannie Mae REMICS, 3.500%, 06/25/53   8,227 
 12,868   Fannie Mae Trust 2003-W8, 5.785%, 05/25/42   12,792 
 585,000   Federal Agricultural Mortgage Corp., 4.170%, 05/24/29   547,207 
 500,000   Federal Farm Credit Bank, 5.950%, 08/11/33   488,056 
 240,000   Federal Farm Credit Bank, 2.700%, 06/21/41   156,121 
 318,000   Federal Farm Credit Banks Funding Corp, 5.680%, 08/21/30   310,569 
 2,210,000   Federal Farm Credit Banks Funding Corp, 5.700%, 09/05/30   2,159,691 
 705,000   Federal Farm Credit Banks Funding Corp., 1.230%, 07/29/30   541,843 
 687,000   Federal Farm Credit Banks Funding Corp., 2.950%, 02/17/32   570,300 
 247,000   Federal Farm Credit Banks Funding Corp., 2.940%, 02/23/32   204,821 
 1,849,000   Federal Farm Credit Banks Funding Corp., 3.000%, 03/08/32   1,539,388 
 317,000   Federal Farm Credit Banks Funding Corp., 4.370%, 05/17/32   287,549 
 1,516,000   Federal Farm Credit Banks Funding Corp., 4.700%, 06/29/32   1,398,532 
 600,000   Federal Farm Credit Banks Funding Corp., 4.980%, 07/20/32   561,501 
 3,050,000   Federal Farm Credit Banks Funding Corp., 2.390%, 01/19/33   2,376,228 
 1,378,000   Federal Farm Credit Banks Funding Corp., 2.480%, 02/01/34   1,052,008 
 1,280,000   Federal Farm Credit Banks Funding Corp., 2.550%, 12/21/34   938,646 
 1,355,000   Federal Farm Credit Banks Funding Corp., 3.250%, 02/23/35   1,058,734 
 1,706,000   Federal Farm Credit Banks Funding Corp., 3.360%, 02/23/37   1,333,726 
 250,000   Federal Home Loan Banks, 2.640%, 02/25/32   202,657 
 415,000   Federal Home Loan Banks, 6.220%, 09/13/33   407,232 
 1,000,000   Federal Home Loan Banks, 1.500%, 09/30/33   702,033 
 685,000   Federal Home Loan Banks, 2.750%, 02/22/34   535,952 
 360,000   Federal Home Loan Banks, 2.900%, 02/18/37   258,286 
 1,270,000   Federal Home Loan Banks, 3.000%, 02/24/37   922,072 
 255,000   Federal Home Loan Banks, 6.100%, 08/25/38   246,535 
 2,326,000   Federal National Mortgage Association, 1.600%, 08/24/35   1,482,744 
 4,650,000   Federal National Mortgage Association, 1.630%, 09/14/35   2,973,261 
 57,893   Freddie Mac Gold Pool, 4.500%, 05/01/31   54,200 
 5,064   Freddie Mac Gold Pool, 4.000%, 09/01/31   4,810 
 36,848   Freddie Mac Gold Pool, 3.500%, 06/01/33   34,105 
 97,009   Freddie Mac Gold Pool, 4.000%, 11/01/33   91,184 

 

See accompanying Notes to Financial Statements.

26

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 12,648   Freddie Mac Gold Pool, 3.500%, 07/01/36  $11,509 
 21,580   Freddie Mac Gold Pool, 4.500%, 12/01/39   19,967 
 21,093   Freddie Mac Gold Pool, 4.000%, 01/01/41   18,904 
 39,792   Freddie Mac Gold Pool, 3.000%, 11/01/42   33,635 
 83,603   Freddie Mac Gold Pool, 3.500%, 12/01/42   73,571 
 242,873   Freddie Mac Gold Pool, 3.000%, 12/01/46   201,252 
 549,452   Freddie Mac Gold Pool, 3.000%, 12/01/46   455,176 
 61,019   Freddie Mac Gold Pool, 3.000%, 01/01/47   50,543 
 40,019   Freddie Mac Multifamily Structured Pass-Through Certificates, 4.649%, 01/25/46   39,744 
 569,144   Freddie Mac Pool, 2.500%, 03/15/28   440,690 
 304,649   Freddie Mac Pool, 3.500%, 06/15/29   256,038 
 492,004   Freddie Mac Pool, 2.000%, 09/01/36   419,027 
 307,002   Freddie Mac Pool, 3.000%, 07/01/38   264,185 
 402,464   Freddie Mac Pool, 3.000%, 09/01/39   344,307 
 157,293   Freddie Mac Pool, 2.500%, 04/01/42   126,467 
 409,510   Freddie Mac Pool, 3.000%, 05/01/42   340,732 
 31,885   Freddie Mac Pool, 3.500%, 01/01/48   27,227 
 139,730   Freddie Mac Pool, 2.000%, 08/01/50   104,688 
 241,278   Freddie Mac Pool, 2.500%, 11/01/50   186,801 
 191,036   Freddie Mac Pool, 2.500%, 12/01/50   148,273 
 320,979   Freddie Mac Pool, 2.000%, 02/01/51   237,839 
 460,727   Freddie Mac Pool, 2.500%, 03/01/51   358,991 
 264,194   Freddie Mac Pool, 2.000%, 05/01/51   202,053 
 1,040,484   Freddie Mac Pool, 3.500%, 09/01/51   891,757 
 393,849   Freddie Mac Pool, 2.000%, 11/01/51   291,377 
 511,283   Freddie Mac Pool, 3.000%, 12/01/51   412,032 
 229,087   Freddie Mac Pool, 2.500%, 02/01/52   177,247 
 459,000   Freddie Mac Pool, 3.000%, 08/01/52   371,829 
 373,439   Freddie Mac Pool, 6.000%, 05/01/53   364,609 
 299,081   Freddie Mac Pool, 5.500%, 06/01/53   284,353 
 472,868   Freddie Mac Pool, 5.500%, 09/01/53   450,254 
 7,555   Freddie Mac REMICS, 4.500%, 09/15/25   7,460 
 109,992   Freddie Mac REMICS, 3.500%, 08/15/27   106,969 
 114,316   Freddie Mac REMICS, 3.000%, 08/15/40   109,296 
 121,857   Freddie Mac REMICS, 2.000%, 09/15/41   109,301 
 13,606   Freddie Mac REMICS, 2.000%, 12/15/41   11,936 
 53,653   Freddie Mac REMICS, 3.000%, 05/15/43   50,532 
 19,851   Freddie Mac REMICS, 3.000%, 11/15/43   19,038 
 84,921   Freddie Mac REMICS, 2.000%, 03/25/44   75,407 
 170,443   Freddie Mac REMICS, 3.000%, 08/15/44   155,062 
 279,661   Freddie Mac REMICS, 3.000%, 06/25/48   238,762 
 125,638   Freddie Mac REMICS, 1.000%, 04/25/49   96,281 
 460,085   Freddie Mac REMICS, 4.000%, 10/25/49   422,601 
 52,349   Freddie Mac REMICS, 1.000%, 01/25/50   35,831 

 

See accompanying Notes to Financial Statements.

27

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 177,117   Freddie Mac REMICS, 3.250%, 04/15/53  $165,433 
 36,818   Freddie Mac REMICS, 3.000%, 01/15/55   34,330 
 93,812   Freddie Mac Structured Pass-Through Certificates, 6.026%, 07/25/44(b)   84,813 
 14,668   Freddie Mac Structured Pass-Through Certificates, 5.826%, 10/25/44(b)   13,097 
 20,546   Ginnie Mae I Pool, 4.000%, 11/15/24   20,319 
 295,786   Ginnie Mae I Pool, 3.020%, 09/15/41   243,109 
 294,908   Ginnie Mae I Pool, 3.000%, 08/15/45   250,284 
 62,428   Ginnie Mae II Pool, 3.500%, 04/20/27   60,709 
 23,440   Ginnie Mae II Pool, 3.500%, 07/20/27   22,763 
 557,178   Ginnie Mae II Pool, 3.500%, 12/20/34   512,073 
 52,595   Ginnie Mae II Pool, 5.000%, 07/20/48   49,795 
 382,756   Ginnie Mae II Pool, 3.500%, 01/20/50   330,606 
 479,069   Ginnie Mae II Pool, 2.500%, 09/20/51   374,681 
 392,356   Ginnie Mae II Pool, 3.000%, 10/20/51   324,297 
 368,504   Ginnie Mae II Pool, 5.500%, 09/01/53   354,421 
 506,375   Ginnie Mae II Pool, 6.000%, 09/20/53   498,007 
 144   Government National Mortgage Association, 5.000%, 12/20/27   142 
 302,000   Government National Mortgage Association, 6.000%, 03/20/42   298,536 
 97,307   Government National Mortgage Association, 2.750%, 06/20/42   90,493 
 8,931   Government National Mortgage Association, 2.250%, 09/16/44   8,430 
 27,072   Government National Mortgage Association, 2.000%, 03/20/45   23,069 
 8,090   Government National Mortgage Association, 2.500%, 10/20/45   7,633 
 17,207   Government National Mortgage Association, 2.500%, 09/20/46   15,599 
 357,959   Government National Mortgage Association, 2.000%, 03/20/50   280,721 
 133,710   Government National Mortgage Association, 1.000%, 08/20/50   96,586 
 160,690   Government National Mortgage Association, 1.250%, 05/20/51   118,495 
 1,704,559   Government National Mortgage Association, 1.750%, 09/20/51   1,401,652 
 145,000   ILPT Trust 2019-SURF, 4.145%, 02/13/41(a)   127,954 
 413,000   Morgan Stanley Capital I Trust 2016-UBS12, 3.596%, 12/17/49   377,268 
 337,000   Morgan Stanley Capital I Trust 2016-UBS9, 3.594%, 03/17/49   313,967 
 925,000   PSMC 2020-3 Trust, 3.000%, 11/25/50(a)   668,095 
 430,000   RLGH Trust 2021-TROT, 6.249%, 04/15/36(a)   419,053 
 78,854   Seasoned Credit Risk Transfer Trust, 2.000%, 11/25/60   65,915 
 334,000   UBS Commercial Mortgage Trust, 2.921%, 10/18/52   274,699 
 424,186   UMBS Freddie Mac Pool, 5.000%, 07/01/53   392,426 
 160,000   Wells Fargo Commercial Mortgage Trust 2016-C35, 2.931%, 07/17/48   145,543 
 351,000   Wells Fargo Commercial Mortgage Trust 2017-RB1, 3.635%, 03/15/50   318,081 
 140,298   Wells Fargo Commercial Mortgage Trust 2021-SAVE, 6.599%, 02/15/40(a)(b)   135,426 
     TOTAL MORTGAGE-BACKED SECURITIES (Cost $68,966,418)   59,730,195 

 

See accompanying Notes to Financial Statements.

28

 

North Square McKee Bond Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     NON-U.S. GOVERNMENT & AGENCIES — 1.9%     
     SUPRANATIONAL — 1.9%     
 509,000   International Bank for Reconstruction & Development, 5.750%, 06/27/33  $485,810 
 360,000   International Bank for Reconstruction & Development, 5.750%, 08/26/33   345,570 
 1,524,000   International Bank for Reconstruction & Development, 2.700%, 12/28/37   1,077,208 
     TOTAL NON-U.S. GOVERNMENT & AGENCIES (Cost $2,375,960)   1,908,588 
           
     U.S. GOVERNMENT NOTES/BONDS — 3.9%     
 1,578,000   United States Treasury Note/Bond, 3.375%, 08/15/42   1,221,440 
 1,295,000   United States Treasury Note, 3.000%, 08/15/52   888,593 
 1,803,000   United States Treasury Note, 3.625%, 02/15/53   1,405,213 
 389,000   United States Treasury Note/Bond, 4.625%, 09/30/30   382,496 
     TOTAL U.S. GOVERNMENT NOTES/BONDS (Cost $4,084,685)   3,897,742 
           
Shares         
     SHORT-TERM INVESTMENTS — 2.6%     
 2,555,138   First American Treasury Obligations Fund, Class X, 5.29%(c)   2,555,138 
     TOTAL SHORT-TERM INVESTMENTS (Cost $2,555,138)   2,555,138 
           
     TOTAL INVESTMENTS — 100.5% (Cost $113,305,843)  $100,517,613 
     Liabilities in Excess of Other Assets — (0.5)%   (535,950)
     NET ASSETS — 100.0%  $99,981,663 

 

(a)Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of October 31, 2023 the total market value of 144A securities is 7,428,223 or 7.4% of net assets.

 

(b)Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of October 31, 2023. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread.

 

(c)Rate disclosed is the seven day effective yield as of October 31, 2023.

 

See accompanying Notes to Financial Statements.

29

 

North Square McKee Bond Fund
SUMMARY OF INVESTMENTS
As of October 31, 2023

 

   Percent of Total 
Security Type/Sector  Net Assets 
Asset Backed Securities   6.9%
Corporate Bonds     
Communications   2.3%
Consumer Discretionary   0.7%
Consumer Staples   1.3%
Energy   2.4%
Financials   11.6%
Health Care   1.1%
Industrials   2.7%
Materials   0.3%
Real Estate   0.3%
Technology   1.6%
Utilities   3.9%
Total Corporate Bonds   28.2%
Mortgage Backed Securities   9.1%
U.S. Government Agency Issues   52.9%
Foreign Government Agency Issue   0.8%
Short-Term Investment   2.6%
Total Investments   100.5%
Other Assets in Excess of Liabilities   -0.5%
Total Net Assets   100.0%
      

See accompanying Notes to Financial Statements.

30

 

North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS
October 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS — 8.0%     
     ENERGY — 6.9%     
     ENERGY EQUIPMENT & SERVICES — 1.0%     
 26,872   Schlumberger Ltd.  $1,495,696 
           
     OIL & GAS PRODUCERS — 3.2%     
 13,100   ConocoPhillips   1,556,280 
 7,000   Exxon Mobil Corp.   740,950 
 3,102   Marathon Petroleum Corp.   469,178 
 12,500   Occidental Petroleum Corp.   772,625 
 4,104   Phillips 66   468,143 
 3,575   Valero Energy Corp.   454,025 
         4,461,201 
     OIL & GAS SERVICES & EQUIPMENT — 2.2%     
 45,018   Baker Hughes Co., Class A   1,549,520 
 40,211   Halliburton Co.   1,581,900 
         3,131,420 
     OIL, GAS & CONSUMABLE FUELS — 0.5%     
 5,000   Chevron Corp.   728,650 
     TOTAL ENERGY   9,816,967 
           
     MATERIALS — 1.1%     
     METALS & MINING — 1.1%     
 28,000   BHP Group Ltd. — ADR   1,597,680 
     TOTAL MATERIALS   1,597,680 
     TOTAL COMMON STOCKS (Cost $11,793,618)   11,414,647 
           
     ASSET BACKED SECURITIES — 7.2%     
 1,504,582   Aegis Asset Backed Securities Trust 2005-2, 6.159%, 06/25/35   1,390,257 
 1,698,000   Aligned Data Centers Issuer LLC, 1.937%, 08/15/46(a)   1,481,497 
 448,810   Ameriquest Asset-Backed Pass-Through Certs Series 2004-R2, 6.084%, 04/25/34   437,041 
 720,411   FBR Securitization Trust, 5.909%, 11/26/35   697,365 
 1,380,000   HI-FI Music IP Issuer LP, 3.939%, 02/01/62(a)   1,251,813 
 244,417   HSI Asset Securitization Corp. Trust 2006-OPT3, 5.709%, 02/25/36   237,394 
 290,000   JP Morgan Mortgage Acquisition Trust 2006-CH1, 5.759%, 07/25/36   282,611 
 451,987   JP Morgan Mortgage Acquisition Trust 2007-CH3, 5.699%, 03/25/37   436,126 
 694,691   Libra Solutions 2023-1 LLC, 7.000%, 02/15/25(a)   691,525 
 898,892   Long Beach Mortgage Loan Trust 2005-1, 6.714%, 02/25/35   862,983 
 145,434   Oasis Securitization Funding LLC, 2.143%, 10/15/33(a)   144,957 
 1,927,645   Planet Fitness Master Issuer LLC, 3.251%, 12/05/51(a)   1,721,963 
 97,019   RAMP Series 2004-RS4 Trust, 6.414%, 04/25/34   96,699 
 561,932   Renaissance Home Equity Loan Trust 2005-3, 5.140%, 11/25/35   549,546 
     TOTAL ASSET BACKED SECURITIES (Cost $10,756,789)   10,281,777 
           

See accompanying Notes to Financial Statements.

31

 

North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     CORPORATE BONDS — 51.1%     
     ENERGY — 5.3%     
     OIL & GAS PRODUCERS — 5.3%     
 1,975,000   Enbridge, Inc., 3.708%, 01/15/83  $1,832,018 
 1,500,000   Energy Transfer LP, 9.654%, 02/15/67   1,415,378 
 1,500,000   Energy Transfer LP, 7.125%, 05/15/70(b)   1,249,392 
 3,250,000   Plains All American Pipeline LP, 9.736%, 12/31/49(b)   3,070,317 
         7,567,105 
     FINANCIALS — 41.3%     
     ASSET MANAGEMENT — 2.6%     
 4,000,000   UBS Group AG, 6.875%, 08/07/71   3,781,540 
           
     BANKING — 29.3%     
 3,500,000   BNP Paribas SA, 4.625%, 01/12/71   2,768,690 
 2,100,000   Citigroup Inc., 5.000%, 03/12/72   1,992,715 
 1,250,000   Citigroup Inc., 3.875%, 05/18/72(b)   1,051,144 
 3,000,000   Citizens Financial Group, Inc., 6.375%, 01/06/68(b)   2,454,456 
 2,926,000   Comerica, Inc., 5.625%, 10/01/71   2,522,973 
 3,000,000   Credit Agricole SA, 6.875%, 03/23/72   2,918,789 
 3,000,000   Fifth Third Bancorp, 8.689%, 12/31/49(b)   2,716,864 
 3,000,000   HSBC Holdings PLC, 4.000%, 09/09/71   2,493,336 
 1,254,000   HSBC Holdings PLC, 4.700%, 09/09/71   904,071 
 990,000   Huntington Bancshares, Inc., 4.045%, 03/15/68   741,247 
 2,029,000   Huntington Bancshares, Inc., 8.535%, 07/15/71   1,705,055 
 3,200,000   ING Groep NV, 3.875%, 10/16/69   2,249,397 
 358,000   JPMorgan Chase & Co., 4.600%, 08/01/68(b)   334,431 
 3,500,000   KeyCorp, 4.891, 12/15/65   2,339,929 
 1,650,000   Lloyds Banking Group PLC, 8.000%, 03/27/70   1,453,002 
 25,000   M&T Bank Corp., 5.125%, 05/01/71   18,947 
 1,000,000   M&T Bank Corp., 5.000%, 02/01/72   798,750 
 3,000,000   NatWest Group PLC, 4.600%, 09/30/71   1,942,734 
 1,000,000   PNC Financial Services, 5.000%, 05/01/72   836,647 
 2,000,000   Societe Generale SA, 4.750%, 11/26/71   1,611,022 
 3,500,000   Standard Chartered PLC, 4.300%, 02/19/72   2,457,949 
 3,720,000   Truist Financial Corp., 4.800%, 03/01/68   3,057,887 
 3,000,000   US Bancorp, 5.300%, 04/15/71(b)   2,361,440 
         41,731,475 
     INSTITUTIONAL FINANCIAL SERVICES — 3.0%     
 2,920,000   Goldman Sachs Group, Inc. (The), 4.125%, 05/10/71   2,317,210 
 2,250,000   Northern Trust Corp., 4.600%, 04/01/27   1,988,681 
         4,305,891 
     INSURANCE — 1.9%     
 3,000,000   Corebridge Financial, Inc., 6.875%, 12/15/52(b)   2,775,162 

 

See accompanying Notes to Financial Statements.

32

 

North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     CORPORATE BONDS (Continued)     
     FINANCIALS (Continued)     
     SPECIALTY FINANCE — 4.5%     
 4,112,000   Ally Financial, Inc., 4.700%, 08/15/69(b)  $2,681,942 
 3,000,000   Capital One Financial Corp., 3.950%, 12/01/70   2,095,441 
 2,512,000   Discover Financial Services, 5.500%, 10/31/69(b)   1,684,661 
         6,462,044 
     UTILITIES — 4.5%     
     ELECTRIC UTILITIES — 4.5%     
 4,000,000   American Electric Power Co., Inc., 3.875%, 02/15/62   3,161,298 
 1,750,000   Emera, Inc., 6.700%, 06/15/76   1,652,327 
 1,000,000   NextEra Energy Capital Holdings, Inc., 3.800%, 03/15/82   804,990 
 874,000   Vistra Corp., 7.000%, 06/15/72(a),(b)   796,463 
         6,415,078 
     TOTAL CORPORATE BONDS (Cost $75,823,804)   73,038,295 
           
     MORTGAGE-BACKED SECURITIES — 27.6%     
 665,000   CityLine Commercial Mortgage Trust 2016-CLNE, 2.871%, 11/13/31(a)   613,172 
 490,777   Colony Multifamily Mortgage Trust 2014-1, 6.424%, 02/20/29(a)   483,832 
 2,538,002   Fannie Mae Pool, 5.000%, 07/01/52   2,344,891 
 3,681,204   Fannie Mae-Aces, 1.501%, 08/25/28(c)   172,714 
 1,742,491   Fannie Mae-Aces, 0.750%, 09/25/28   1,639,028 
 2,762,866   Fannie Mae-Aces, 1.373%, 03/26/29(c)   137,940 
 950,250   Fannie Mae-Aces, 1.000%, 11/25/33   894,405 
 7,690,000   Freddie Mac Multiclass Certificates Series 2015-P001, 1.826%, 10/27/28(c)   524,230 
 19,738,827   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.114%, 01/25/26(c)   288,682 
 490,779   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.298%, 12/25/26   450,423 
 39,989,262   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.624%, 01/25/27(c)   1,526,646 
 30,000,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 0.607%, 03/25/27(c)   453,444 
 30,893,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 0.605%, 08/25/27(c)   498,459 
 816,836   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.679%, 12/25/27   730,920 
 25,000,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.979%, 04/27/29(c)   1,416,293 
 13,164,891   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.083%, 06/25/29(c)   552,299 
 7,570,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.916%, 04/25/30(c)   716,101 
 7,249,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.985%, 04/25/30(c)   694,519 
 17,239,374   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.528%, 07/25/30(c)   1,224,830 
 3,332,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 1.704%, 08/25/30(c)   290,203 
 1,835,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 3.287%, 04/25/48(c)   290,230 
 2,750,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 2.722%, 01/25/49(c)   376,081 
 1,715,000   Freddie Mac Multifamily Structured Pass-Through Certificates, 2.711%, 02/25/49(c)   237,781 
 2,938,010   Freddie Mac Pool, 5.500%, 06/01/53   2,793,223 
 1,000,000   FREMF 2015-K45 Mortgage Trust, 3.733%, 04/25/48(a)   962,396 
 2,500,000   FREMF 2015-K50 Mortgage Trust, 3.909%, 10/25/48(a)   2,394,024 
 1,445,000   FREMF 2016-K55 Mortgage Trust, 4.301%, 04/25/49(a)   1,365,383 
 301,404,692   FREMF 2016-K59 Mortgage Trust, 0.100%, 11/25/49(a),(c)   656,761 

 

See accompanying Notes to Financial Statements.

33

 

North Square Strategic Income Fund
SCHEDULE OF INVESTMENTS – Continued
October 31, 2023

 

Principal        
Amount ($)      Fair Value 
     MORTGAGE-BACKED SECURITIES (Continued)     
 2,803,095   Ginnie Mae II Pool, 3.000%, 09/20/52  $2,317,957 
 3,817,437   Ginnie Mae II Pool, 3.500%, 02/20/53   3,274,301 
 3,803,380   Ginnie Mae II Pool, 2.500%, 03/20/53   3,040,015 
 1,715,558   Government National Mortgage Association, 0.791%, 12/16/56(c)   70,694 
 4,569,550   Government National Mortgage Association, 1.272%, 09/16/60(c)   371,286 
 1,234,132   Government National Mortgage Association, 1.042%, 11/16/60(c)   85,988 
 6,935,787   Government National Mortgage Association, 0.976%, 05/16/63(c)   463,711 
 7,267,066   Government National Mortgage Association, 0.986%, 05/16/63(c)   493,590 
 8,441,105   Government National Mortgage Association, 0.992%, 05/16/63(c)   590,578 
 1,500,000   Independence Plaza Trust 2018-INDP, 4.158%, 07/12/35(a)   1,375,794 
 2,755,867   UMBS Fannie Mae Pool, 5.000%, 03/01/53   2,546,941 
     TOTAL MORTGAGE-BACKED SECURITIES (Cost $40,602,823)   39,359,765 
                       
         Expiration   Exercise   Notional     
  Description  Contracts   Date   Price   Value   Fair Value 
  CALL OPTIONS PURCHASED — 0.2%                       
  S&P500 E-Mini Index  200   12/15/2023   $4,350   $42,120,000    327,500 
  TOTAL CALL OPTIONS PURCHASED (Cost — $247,500)     327,500 
                          
Shares        
     SHORT TERM INVESTMENTS — 3.7%     
 5,070,610   First American Treasury Obligations Fund, Class X, 5.29%(d)   5,070,610 
     TOTAL SHORT TERM INVESTMENTS (Cost $5,070,610)   5,070,610 
           
     TOTAL INVESTMENTS — 97.8% (Cost $144,295,144)  $139,492,594 
     Other Assets in Excess of Liabilities 2.2%   3,333,300 
     NET ASSETS — 100.0%  $142,825,894 

 

(a)Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of October 31, 2023 the total market value of 144A securities is $13,939,579 or 9.8% of net assets.

 

(b)Step-up bond. The interest rate shown is the rate in effect as of October 31, 2023.

 

(c)Variable rate security. The rate shown represents the rate on October 31, 2023.

 

(d)Rate disclosed is the seven day effective yield as of October 31, 2023.

 

ADR -American Depositary Receipt

 

See accompanying Notes to Financial Statements.

34

 

North Square Strategic Income Fund
SCHEDULE OF FUTURES CONTRACTS
October 31, 2023

 

             Value and 
             Unrealized 
      Expiration  Notional   Appreciation 
Long Contracts  Contracts  Date  Amount   (Depreciation) 
10-Year US Treasury Note Future  256  12/19/2023  $27,180,000   $(500,000)
5-Year US Treasury Note Future  407  12/29/2023   42,521,961    (392,649)
CBOT 2-Year US Treasury Note Future  262  12/29/2023   53,034,533    (128,936)
              $(1,021,585)
Short Contracts                
30-Year US Treasury Long Bond Future  133  12/19/2023  $14,555,188   $391,975 
British Pound Future  39  12/18/2023   2,962,538    (4,388)
E-Mini S&P 500 Index  39  12/15/2023   8,213,888    177,350 
Euro FX Future  36  12/18/2023   4,771,125    (24,825)
Ultra 10-Year US Treasury Note Future  40  12/19/2023   4,353,125    106,251 
              $646,363 

See accompanying Notes to Financial Statements.

35

 

North Square Strategic Income Fund
SUMMARY OF INVESTMENTS
As of October 31, 2023

 

   Percent of Total 
Security Type/Sector  Net Assets 
Common Stocks     
Energy   6.9%
Materials   1.1%
Total Common Stocks   8.0%
Asset Backed Securities   7.2%
Corporate Bonds     
Energy   5.3%
Financials   41.5%
Utilities   4.5%
Total Corporate Bonds   51.1%
Mortgage Backed Securities   27.6%
Purchased Option   0.2%
Short-Term Investments   3.7%
Total Investments   98.3%
Other Assets in Excess of Liabilities   1.7%
Total Net Assets   100.0%

 

See accompanying Notes to Financial Statements.

36

 

STATEMENTS OF ASSETS AND LIABILITIES
As of October 31, 2023

 

   North Square   North Square         
   Advisory Research   Altrinsic   North Square   North Square 
   Small Cap   International   McKee Bond   Strategic 
   Value Fund   Equity Fund   Fund   Income Fund 
Assets                    
Investments, at cost  $18,042,542   $110,857,592   $113,305,843   $144,295,144 
Investments, at value  $17,074,004   $107,404,457   $100,517,613   $139,492,594 
Deposits at broker               1,273,833 
Receivable for fund shares sold   1,125    98    1,934    113,688 
Receivable for investments sold       133,157    547,584    865,647 
Dividends and interest receivable   2,369    268,243    677,165    1,409,469 
Tax reclaims receivable       316,815        23,036 
Receivable from Advisor           15,959     
Prepaid expenses   20,187    40,974    51,458    37,945 
Total Assets   17,097,685    108,163,744    101,811,713    143,216,212 
                     
Liabilities                    
Payable for fund shares redeemed       997        133,391 
Payable for investments purchased       96,743    1,789,196     
Payable for net variation margin on futures contracts               132,325 
Due to Advisor (Note 4)   1,193    17,607        33,055 
Distribution fees (Note 8)               69 
Shareholder servicing fees (Note 7)   1,613    16,655    79    25,982 
Fund administration fees   1,547    7,008    6,383    9,783 
Due to Trustees   19    130    121    176 
Other accrued expenses   7,575    49,937    34,271    55,537 
Total Liabilities   11,947    189,077    1,830,050    390,318 
                     
Net Assets  $17,085,738   $107,974,667   $99,981,663   $142,825,894 
                     
Net Assets consist of:                    
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)   19,614,433    110,523,770    123,249,793    159,305,916 
Accumulated deficits   (2,528,695)   (2,549,103)   (23,268,130)   (16,480,022)
Net Assets  $17,085,738   $107,974,667   $99,981,663   $142,825,894 
                     
Class A Shares:(a)                    
Net assets applicable to shares outstanding                 $405,679 
Shares of beneficial interest issued and outstanding                  49,419 
Net asset value, redemption and offering price per share                 $8.21 
Class I Shares:                    
Net assets applicable to shares outstanding  $17,085,738   $107,974,667   $258,985   $142,420,215 
Shares of beneficial interest issued and outstanding   1,836,575    10,851,113    31,668    17,333,022 
Net asset value, redemption and offering price per share  $9.30   $9.95   $8.18   $8.22 
Class R6 Shares:                    
Net assets applicable to shares outstanding            $99,722,678      
Shares of beneficial interest issued and outstanding             12,140,570      
Net asset value, redemption and offering price per share            $8.21      

 

(a)A sales charge of 3.75% will be imposed on investments less than $1,000,000. A contingent deferred sales charge of 1.00% on investments over $1,000,000 will be imposed on certain such redemptions of shares within 12 months of the date of purchase.

 

See accompanying Notes to Financial Statements.

37

 

STATEMENTS OF OPERATIONS
For the Year Ended October 31, 2023

 

   North Square   North Square         
   Advisory Research   Altrinsic   North Square   North Square 
   Small Cap   International   McKee Bond   Strategic 
   Value Fund   Equity Fund   Fund   Income Fund 
                 
Investment Income                    
Dividend income  $347,237   $2,781,493   $   $126,923 
Interest income   13,918    219,629    3,794,770    7,923,572 
Foreign dividend taxes withheld       (315,022)       (2,023)
Total investment income   361,155    2,686,100    3,794,770    8,048,472 
                     
Expenses                    
Advisor fees (Note 4)   137,089    748,254    254,071    1,078,462 
Registration fees   22,879    21,676    36,680    34,309 
Shareholder servicing fees - Class I Shares (Note 7)   19,949    58,084    1    116,224 
Fund administration fees   16,407    73,872    88,944    129,451 
Transfer agent fees and expenses   10,458    25,522    37,078    48,861 
Legal fees   7,871    32,421    53,486    60,838 
Custody fees   6,521    45,254    20,467    16,820 
Shareholder reporting fees   4,417    8,322    8,281    20,279 
Fund accounting fees   4,385    6,544    8,269    13,421 
Chief compliance officer fees (Note 4)   3,055    18,358    9,145    15,675 
Trustees’ fees and expenses   1,945    11,645    15,831    18,488 
Audit fees   1,747    16,167    14,858    25,109 
Insurance   936    2,773    5,428    5,262 
Pricing   185    3,218    17,682    12,007 
Distribution fees - Class A Shares (Note 8)               281 
Shareholder servicing fees - Class A Shares (Note 7)               53 
Interest expense               495 
Other expenses   6,254    20,882    21,978    23,798 
Total expenses   244,098    1,092,992    592,199    1,619,833 
Fees contractually waived (reimbursed) by Advisor   (60,005)   (185,890)   (292,672)   (232,600)
Net operating expenses   184,093    907,102    299,527    1,387,233 
Net investment income   177,062    1,778,998    3,495,243    6,661,239 
                     
Net Realized and Change in Unrealized Gain (Loss) on Investments                    
Net realized gain (loss) on:                    
Investments   (1,503,431)   683,054    (5,045,601)   (5,266,772)
Futures contracts               (4,700,806)
Purchased options               (222,045)
Foreign currency transactions       (9,982)       8,663 
Net realized gain (loss)   (1,503,431)   673,072    (5,045,601)   (10,180,960)
Net change in unrealized appreciation (depreciation) on:                    
Investments   740,959    6,602,035    1,712,146    839,385 
Purchased options               139,392 
Futures contracts               525,712 
Foreign currency transactions       7,803         
Net change in unrealized appreciation (depreciation)   740,959    6,609,838    1,712,146    1,504,489 
Net realized and change in unrealized gain (loss)   (762,472)   7,282,910    (3,333,455)   (8,676,471)
Net increase (decrease) in net assets resulting from operations  $(585,410)  $9,061,908   $161,788   $(2,015,232)
                     

See accompanying Notes to Financial Statements.

38

 

STATEMENTS OF CHANGES IN NET ASSETS

 

   North Square Advisory Research   North Square Altrinsic 
   Small Cap Value Fund   International Equity Fund 
   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Year Ended 
   October 31,   October 31,   October 31,   October 31, 
   2023   2022   2023   2022 
                     
Increase (Decrease) in Net Assets due to:                    
Operations                    
Net investment income  $177,062   $2,147   $1,778,998   $987,230 
Net realized gain (loss) on investments   (1,503,431)   1,234,910    673,072    (1,465,265)
Net change in unrealized appreciation (depreciation) on investments   740,959    (3,832,957)   6,609,838    (11,666,682)
Net increase (decrease) in net assets resulting from operations   (585,410)   (2,595,900)   9,061,908    (12,144,717)
                     
Distributions to Shareholders                    
Class I Shares   (1,298,708)   (727,531)   (1,012,568)   (831,136)
Total distributions   (1,298,708)   (727,531)   (1,012,568)   (831,136)
                     
Capital Transactions - Class I Shares                    
Proceeds from shares sold   113,053    19,177,901    40,742,334    29,799,973 
Reinvestment of distributions   1,298,708    727,531    920,902    831,136 
Amount paid for shares redeemed   (3,308,516)   (5,826,812)   (2,306,091)   (1,820,000)
Total Class I Shares   (1,896,755)   14,078,620    39,357,145    28,811,109 
Net increase (decrease) in net assets resulting from capital transactions   (1,896,755)   14,078,620    39,357,145    28,811,109 
Total Increase (Decrease) in Net Assets   (3,780,873)   10,755,189    47,406,485    15,835,256 
                     
Net Assets                    
Beginning of year   20,866,611    10,111,422    60,568,182    44,732,926 
End of year  $17,085,738   $20,866,611   $107,974,667   $60,568,182 
                     
Share Transactions - Class I Shares                    
Shares sold   11,482    1,646,309    4,030,452    2,949,238 
Shares issued in reinvestment of distributions   138,526    63,892    96,103    79,806 
Shares redeemed   (336,751)   (515,235)   (222,848)   (194,477)
Total Class I Shares   (186,743)   1,194,966    3,903,707    2,834,567 
                     
Net increase (decrease) in shares outstanding   (186,743)   1,194,966    3,903,707    2,834,567 
                     

See accompanying Notes to Financial Statements.

39

 

STATEMENTS OF CHANGES IN NET ASSETS – Continued

 

   North Square McKee   North Square Strategic 
   Bond Fund   Income Fund 
   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Year Ended 
   October 31,   October 31,   October 31,   October 31, 
   2023   2022   2023   2022 
                     
Increase (Decrease) in Net Assets due to:                    
Operations                    
Net investment income  $3,495,243   $1,755,113   $6,661,239   $2,846,911 
Net realized loss on investments   (5,045,601)   (4,607,795)   (10,180,960)   (3,024,136)
Net change in unrealized appreciation (depreciation) on investments   1,712,146    (13,504,587)   1,504,489    (11,157,503)
Net increase (decrease) in net assets resulting from operations   161,788    (16,357,269)   (2,015,232)   (11,334,728)
                     
Distributions to Shareholders                    
From earnings:                    
Class A Shares(a)           (4,100)    
Class I Shares   (49,830)   (393)   (5,222,210)   (4,738,633)
Class R6 Shares   (3,508,324)   (2,113,446)        
From return of capital:                    
Class A Shares           (1,661)    
Class I Shares           (1,446,226)    
Total distributions   (3,558,154)   (2,113,839)   (6,674,197)   (4,738,633)
                     
Capital Transactions - Class A Shares(a)                    
Proceeds from shares sold             425,520     
Reinvestment of distributions             5,761     
Amount paid for shares redeemed             (4,498)    
Total Class A Shares             426,783     
Capital Transactions - Class I Shares                    
Proceeds from shares sold   5,735,885    41,109    101,927,590    62,910,607 
Reinvestment of distributions   49,934    393    6,548,802    4,660,372 
Amount paid for shares redeemed   (5,429,301)       (71,013,141)   (17,332,491)
Total Class I Shares   356,518    41,502    37,463,251    50,238,488 
Capital Transactions - Class R6 Shares                    
Proceeds from shares sold   8,876,820    12,872,189           
Reinvestment of distributions   3,077,688    1,876,338           
Amount paid for shares redeemed   (16,531,761)   (28,011,568)          
Total Class R6 Shares   (4,577,253)   (13,263,041)          
Net increase (decrease) in net assets resulting from capital transactions   (4,220,735)   (13,221,539)   37,890,034    50,238,488 
Total Increase (Decrease) in Net Assets   (7,617,101)   (31,692,647)   29,200,605    34,165,127 
                     
Net Assets                    
Beginning of year   107,598,764    139,291,411    113,625,289    79,460,162 
End of year  $99,981,663   $107,598,764   $142,825,894   $113,625,289 
                     

See accompanying Notes to Financial Statements.

40

 

STATEMENTS OF CHANGES IN NET ASSETS – Continued

 

   North Square McKee   North Square Strategic 
   Bond Fund   Income Fund 
   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Year Ended 
   October 31,   October 31,   October 31,   October 31, 
   2023   2022   2023   2022 
Share Transactions - Class A Shares(a)                    
Shares sold             49,259     
Shares issued in reinvestment of distributions             680     
Shares redeemed             (520)    
Total Class A Shares             49,419     
                     
Share Transactions - Class I Shares                    
Shares sold   653,356    4,633    11,563,128    6,678,228 
Shares issued in reinvestment of distributions   5,716    44    756,054    493,729 
Shares redeemed   (633,096)       (8,195,001)   (1,837,565)
Total Class I Shares   25,976    4,677    4,124,181    5,334,392 
                     
Share Transactions - Class R6 Shares                    
Shares sold   1,025,551    1,396,703           
Shares issued in reinvestment of distributions   355,603    205,909           
Shares redeemed   (1,889,456)   (3,102,939)          
Total Class R6 Shares   (508,302)   (1,500,327)          
                     
Net increase (decrease) in shares outstanding   (482,326)   (1,495,650)   4,173,600    5,334,392 

 

(a)For the period February 28, 2023 (commencement of operations) to October 31, 2023.

 

See accompanying Notes to Financial Statements.

41

 

North Square Advisory Research Small Cap Value Fund
FINANCIAL HIGHLIGHTS
Class I Shares
 
(For a share outstanding during each year)

 

   For the Years Ended October 31, 
   2023   2022   2021   2020   2019 
                     
Selected Per Share Data:                         
Net asset value, beginning of year  $10.31   $12.21   $9.33   $11.63   $14.73 
                          
Investment operations:                         
Net investment income(a)   0.09    (b)   0.04    0.08    0.07 
Net realized and unrealized gain (loss)   (0.45)   (1.02)   3.95    (1.11)   0.85 
Total from investment operations   (0.36)   (1.02)   3.99    (1.03)   0.92 
                          
Less distributions:                         
Net investment income   (0.01)   (0.03)   (0.10)   (0.07)   (0.07)
From net realized gains   (0.64)   (0.85)   (1.01)   (1.20)   (3.95)
Total distributions   (0.65)   (0.88)   (1.11)   (1.27)   (4.02)
                          
Net asset value, end of year  $9.30   $10.31   $12.21   $9.33   $11.63 
                          
Total Return(c)   (3.51)%   (9.05)%   46.09%   (10.63)%   12.95%
Ratios and Supplemental Data:                         
Net assets, end of year (in thousands)  $17,086   $20,867   $10,111   $4,378   $9,385 
Ratio of expenses to average net assets:                         
Before fee waived and expenses absorbed   1.25%   1.24%   1.63%   1.97%   1.76%
After fees waived and expenses absorbed   0.94%   0.94%   0.95%   0.97%(d)   1.00%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived and expenses absorbed   0.60%   (0.29)%   (0.34)%   (0.21)%   (0.17)%
After fees waived and expenses absorbed   0.90%   0.01%   0.34%   0.79%   0.59%
Portfolio turnover rate   45%   107%   45%   49%   26%

 

(a)Based on average shares outstanding for the period.

 

(b)Rounds to less than $0.005 per share.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(d)The annual net expense ratio changed from 1.00% to 0.95% of net assets as of the close of business on February 21, 2020.

 

See accompanying Notes to Financial Statements.

42

 

North Square Altrinsic International Equity Fund
FINANCIAL HIGHLIGHTS
Class I Shares
 
(For a share outstanding during each period)

 

   For the Years Ended   For the 
   October 31,   Period Ended 
           October 31, 
   2023   2022   2021(a) 
Selected Per Share Data:               
Net asset value, beginning of period  $8.72   $10.88   $10.00 
Investment operations:               
Net investment income(b)   0.19    0.16    0.13 
Net realized and unrealized gain (loss)   1.18    (2.12)   0.76 
Total from investment operations   1.37    (1.96)   0.89 
Less distributions:               
Net investment income   (0.14)   (0.09)   (0.01)
From net realized gains       (0.11)    
Total distributions   (0.14)   (0.20)   (0.01)
Net asset value, end of period  $9.95   $8.72   $10.88 
Total Return(c)   15.83%   (18.30)%   8.88%(d)
Ratios and Supplemental Data:               
Net assets, end of period (in thousands)  $107,975   $60,568   $44,733 
Ratio of expenses to average net assets:               
Before fee waived and expenses absorbed   1.17%   1.29%   1.43%(e)
After fees waived and expenses absorbed   0.97%   0.97%   0.97%(e)
Ratio of net investment income to average net assets:               
Before fees waived and expenses absorbed   1.70%   1.37%   0.92%(e)
After fees waived and expenses absorbed   1.90%   1.69%   1.38%(e)
Portfolio turnover rate   27%   23%   22%(d)

 

(a)For the period December 4, 2020 (commencement of operations) to October 31, 2021.

 

(b)Based on average shares outstanding for the period.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(d)Not annualized.

 

(e)Annualized.

 

See accompanying Notes to Financial Statements.

43

 

North Square McKee Bond Fund
FINANCIAL HIGHLIGHTS
Class I Shares
 
(For a share outstanding during each period)

 

   For the Years Ended   For the 
   October 31,   Period Ended 
           October 31, 
   2023   2022   2021(a) 
Selected Per Share Data:               
Net asset value, beginning of period  $8.48   $9.84   $9.89 
Investment operations:               
Net investment income(b)   0.25    0.14    0.01 
Net realized and unrealized loss   (0.26)   (1.34)   (0.02)
Total from investment operations   (0.01)   (1.20)   (0.01)
Less distributions:               
Net investment income   (0.29)   (0.16)   (0.04)
Total distributions   (0.29)   (0.16)   (0.04)
Net asset value, end of period  $8.18   $8.48   $9.84 
Total Return(c)   (0.19)%   (12.33)%   (0.12)%(d)
Ratios and Supplemental Data:               
Net assets, end of period (in thousands)  $259   $48   $10 
Ratio of expenses to average net assets:               
Before fee waived and expenses absorbed   0.58%   0.77%   0.64%(e)
After fees waived and expenses absorbed   0.47%   0.47%   0.47%(e)
Ratio of net investment income to average net assets:               
Before fees waived and expenses absorbed   2.78%   1.28%   0.13%(e)
After fees waived and expenses absorbed   2.90%   1.58%   0.30%(e)
Portfolio turnover rate   104%   129%   321%(d)(f)

 

(a)For the period May 19, 2021 (commencement of operations) to October 31, 2021.

 

(b)Based on average shares outstanding for the period.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(d)Not annualized.

 

(e)Annualized.

 

(f)Securities purchased in-kind were excluded from the computation of the ratio.

 

See accompanying Notes to Financial Statements.

44

 

North Square McKee Bond Fund
FINANCIAL HIGHLIGHTS
Class R6 Shares
 
(For a share outstanding during each period)

 

   For the Years Ended   For the 
   October 31,   Period Ended 
           October 31, 
   2023   2022   2021(a) 
Selected Per Share Data:               
Net asset value, beginning of period  $8.50   $9.84   $10.00 
Investment operations:               
Net investment income(b)   0.29    0.13    0.03 
Net realized and unrealized loss   (0.29)   (1.31)   (0.13)
Total from investment operations       (1.18)   (0.10)
Less distributions:               
Net investment income   (0.29)   (0.16)   (0.06)
Total distributions   (0.29)   (0.16)   (0.06)
Net asset value, end of period  $8.21   $8.50   $9.84 
Total Return(c)   (0.07)%   (12.14)%   0.91%(d)
Ratios and Supplemental Data:               
Net assets, end of period (in thousands)  $99,723   $107,550   $139,281 
Ratio of expenses to average net assets:               
Before fee waived and expenses absorbed   0.56%   0.58%   0.73%(e)
After fees waived and expenses absorbed   0.28%   0.28%   0.28%(e)
Ratio of net investment income (loss) to average net assets:               
Before fees waived and expenses absorbed   3.03%   1.08%   (0.04)%(e)
After fees waived and expenses absorbed   3.31%   1.38%   0.41%(e)
Portfolio turnover rate   104%   129%   321%(d)(f)

 

(a)For the period December 28, 2020 (commencement of operations) to October 31, 2021.

 

(b)Based on average shares outstanding for the period.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(d)Not annualized.

 

(e)Annualized.

 

(f)Securities purchased in-kind were excluded from the computation of the ratio.

 

See accompanying Notes to Financial Statements.

45

 

North Square Strategic Income Fund
FINANCIAL HIGHLIGHTS
Class A Shares
 
(For a share outstanding during the period)

 

   For the 
   Period Ended 
   October 31, 
   2023(a) 
Selected Per Share Data:     
Net asset value, beginning of period  $8.85 
Investment operations:     
Net investment income(b)   0.25 
Net realized and unrealized loss   (0.64)
Total from investment operations   (0.39)
Less distributions:     
Net investment income   (0.17)
Return of capital   (0.08)
Total distributions   (0.25)
Net asset value, end of period  $8.21 
Total Return(c)   (4.48)%(d)
Ratios and Supplemental Data:     
Net assets, end of period (in thousands)  $406 
Ratio of expenses to average net assets:     
Before fee waived and expenses absorbed   1.30%(e)
After fees waived and expenses absorbed   1.15%(e)
Ratio of net investment income to average net assets:     
Before fees waived and expenses absorbed   4.28%(e)
After fees waived and expenses absorbed   4.41%(e)
Portfolio turnover rate   152%(e)

 

(a)For the period February 28, 2023 (commencement of operations) to October 31, 2023.

 

(b)Based on average shares outstanding for the period.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Return does not reflect sales load.

 

(d)Not annualized.

 

(e)Annualized.

 

See accompanying Notes to Financial Statements.

46

 

North Square Strategic Income Fund
FINANCIAL HIGHLIGHTS
Class I Shares
 
(For a share outstanding during each year)

 

   For the Years Ended October 31, 
   2023   2022   2021   2020   2019 
Selected Per Share Data:                         
Net asset value, beginning of year  $8.60   $10.09   $9.99   $9.53   $8.97 
Investment operations:                         
Net investment income(a)   0.38    0.27    0.24    0.23    0.32 
Net realized and unrealized gain (loss)   (0.39)   (1.26)   0.60    0.48    0.56 
Total from investment operations   (0.01)   (0.99)   0.84    0.71    0.88 
Less distributions:                         
Net investment income   (0.29)   (0.26)   (0.28)   (0.25)   (0.32)
From net realized gains       (0.24)   (0.46)        
Return of capital   (0.08)                
Total distributions   (0.37)   (0.50)   (0.74)   (0.25)   (0.32)
Paid in capital from redemption fees                   (b)
Net asset value, end of year  $8.22   $8.60   $10.09   $9.99   $9.53 
Total Return(c)   (0.27)%   (10.17)%   8.63%   7.56%   10.00%
Ratios and Supplemental Data:                         
Net assets, end of year (in thousands)  $142,420   $113,625   $79,460   $74,287   $10,641 
Ratio of expenses to average net assets:                         
Before fee waived and expenses absorbed   1.05%   1.14%   1.28%   1.48%   1.76%
After fees waived and expenses absorbed   0.90%   0.90%   0.90%   0.90%   0.90%
Ratio of net investment income to average net assets:                         
Before fees waived and expenses absorbed   4.17%   2.63%   2.06%   1.75%   2.56%
After fees waived and expenses absorbed   4.32%   2.87%   2.44%   2.33%   3.42%
Portfolio turnover rate   152%   163%   77%   145%   36%

 

(a)Based on average shares outstanding for the period.

 

(b)Rounds to less than $0.005 per share.

 

(c)Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See accompanying Notes to Financial Statements.

47

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS
October 31, 2023

 

Note 1 – Organization

 

The North Square Advisory Research Small Cap Value Fund (“Small Cap Value” or “Small Cap Value Fund”), North Square Altrinsic International Equity Fund (“International Equity” or “International Equity Fund”), North Square McKee Bond Fund (“McKee Bond” or “McKee Bond Fund”), and North Square Strategic Income Fund (“Strategic Income” or “Strategic Income Fund”)(each a “Fund” and collectively the “Funds”) are organized as a series of the North Square Investments Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Effective January 11, 2022, the North Square Advisory Research All Cap Value Fund changed its name to the North Square Advisory Research Small Cap Value Fund. The Funds are diversified funds.

 

The Small Cap Value Fund’s primary investment objective is to seek long-term capital appreciation. Effective as of the close of business on February 21, 2020, the Small Cap Value Fund (the “Successor Fund”) acquired the assets and assumed the liabilities of the Advisory Research Small Cap Value Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust, which commenced operations on November 16, 2009.

 

The International Equity Fund’s primary investment objective is to provide long-term growth of capital. The Fund commenced operations on December 4, 2020.

 

The McKee Bond Fund’s primary investment objective is to maximize total return and generate consistent outperformance of the Fund’s benchmark, the Bloomberg Intermediate Aggregate Bond Index, with a high quality and highly liquid, well diversified portfolio through opportunistic, risk-controlled management. The Fund’s Class I shares commenced operations on December 28, 2020 and Class Y shares commenced operations on May 19, 2021. Effective on December 1, 2021, the outstanding Class Y shares of the McKee Bond Fund were renamed as Class I shares, and the previously outstanding Class I shares of the Fund were renamed as Class R6 shares. The ticker symbols of the renamed classes did not change.

 

The Strategic Income Fund’s primary investment objectives are to seek high current income and to seek long-term capital appreciation. Effective as of the close of business on February 21, 2020, the Strategic Income Fund (the “Successor Fund”) acquired the assets and assumed the liabilities of the Advisory Research Strategic Income Fund (the “Predecessor Fund”), a series of Investment Managers Series Trust, which commenced operations on December 31, 2012.

 

The Strategic Income Fund currently offers Class A Shares. Class A Shares have a maximum sales charge on purchases of 3.75% , as a percentage of the original purchase price, on investments less than $1,000,000. No sales charge applies on investments of $1,000,000 or more, but a Contingent Deferred Sales Charge (“CDSC”) of 1.00% may be imposed on certain redemptions of such shares that were purchased within one year of the redemption date.

 

Note 2 – Accounting Policies

 

The following is a summary of the significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

 

(a) Valuation of Investments

 

Each Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the Nasdaq Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. Exchange-traded options on securities and indices purchased or sold by the Funds generally will be valued at the mean of the last bid and ask prices. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current

48

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

sale) as determined in good faith by North Square Investments, LLC (the “Advisor” or “NSI”), as Valuation Designee, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees (the “Board”). The actions of the Valuation Committee are subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee meets as needed.

 

Fair value pricing may be applied to foreign securities held by the Funds upon the occurrence of an event after the close of trading on non-U.S. markets but before the close of trading on the NYSE when each Fund’s net asset value (“NAV”) is determined. If the event may result in a material adjustment to the price of the Fund’s foreign securities once non-U.S. markets open on the following business day (such as, for example, a significant surge or decline in the U.S. market), the Fund may value such foreign securities at fair value, taking into account the effect of such event, in order to calculate the Fund’s NAV. Other types of portfolio securities that the Fund may fair value include, but are not limited to: (1) investments that are illiquid or traded infrequently, including “restricted” securities and private placements for which there is no public market; (2) investments for which, in the judgment of the Advisor, the market price is stale; (3) securities of an issuer that has entered into a restructuring; (4) securities for which trading has been halted or suspended; and (5) fixed income securities for which there is not a current market value quotation.

 

The pricing service will use a statistical analyses and quantitative models to adjust local prices using factors such as subsequent movement and changes in the prices of indexes, securities and exchange rates in other markets in determining fair value as of the time the Fund calculates the NAVs. The Board receives a report on all securities that were fair valued by the Advisor during the quarter.

 

In December 2020, the Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and rescinded previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds are in compliance with Rule 2a-5, which had a compliance date of September 8, 2022.

 

(b) Purchased/Written Option Contracts

 

The Funds may write or purchase option contracts to adjust risk and return of its overall investment positions. When the Fund writes or purchases an option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options that expire unexercised are treated by the Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on affecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to or subtracted from the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. Investing in purchased and written options contracts exposes the Fund to equity price risk. The Strategic Income Fund engaged in option contracts. Additional information regarding such activity may be found in Note 10.

 

(c) Futures Contracts

 

The Funds may invest in futures contracts to hedge or manage risks associated with the Funds’ securities investments or to obtain market exposure in an effort to generate returns. During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the market value of the contracts at the end of each day’s trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. If the Fund is unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts. The Strategic Income Fund engaged in futures contracts. Additional information regarding such activity may be found in Note 10.

49

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

(d) Deposits with Broker

 

When trading derivative instruments, such as forward or futures contracts, the Funds are only required to post initial or variation margin with the exchange or clearing broker. The use of margin in trading these instruments has the effect of creating leverage, which can expose the Funds to substantial gains or losses occurring from relatively small price changes in the value of the underlying instrument and can increase the volatility of the Funds’ returns. Volatility is a statistical measure of the dispersion of returns of an investment, where higher volatility generally indicates greater risk.

 

Upon entering into a futures contract (with the exception of futures contracts traded on the London Metal Exchange (“LME”)), and to maintain the Fund’s open positions in futures contracts, the Fund would be required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded. At October 31, 2023, the Strategic Income Fund had $1,273,833 cash and cash equivalents on deposit with brokers for futures.

 

(e) Investment Transactions, Investment Income and Expenses

 

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Funds record a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts or premiums on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Income and expenses of the Funds are allocated on a pro rata basis to each class of shares. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made. Expenses such as distribution and service fees pursuant to Rule 12b-1, transfer agent fees and expenses with respect to the Funds, that are specific to individual share classes, are accrued directly to the respective share class.

 

(f) Federal Income Taxes

 

Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Funds.

 

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Each Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

 

The Income Tax Statement requires management of the Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Funds’ current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the previous three tax year ends and the interim tax period since then, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

The Funds may utilize deemed dividends on redemptions accounting for tax purposes and designate earnings and profits, including net realized gains distributed to shareholders on redemption of shares, as part of the dividends paid deduction for income tax purposes.

50

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

(g) Distributions to Shareholders

 

The McKee Bond Fund and Strategic Income Fund will make distributions of net investment income monthly. The Advisory Research Small Cap Value Fund and Altrinsic International Equity Fund will make distributions of net investment income, if any, at least annually. Each Fund makes distributions of its net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

 

The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.

 

(h) Line of Credit

 

U.S. Bank, N.A. has made available to the Funds an unsecured line of credit pursuant to a Loan Agreement for the Trust, expiring on June 12, 2024. The line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The Trust may borrow up to the lesser of $50,000,000 or 15% of each Fund’s daily market value (10% for Small Cap Value Fund).

 

The interest rate paid by the Funds on outstanding borrowings is equal to the Prime Rate. As of October 31, 2023, the Prime Rate was 8.50%. During the year ended October 31, 2023, Strategic Income Fund had two draws on the line of credit for one day each in the amount of $2,098,000 at 8.50% and 628,000 at 8.50%, respectively, and the McKee Bond Fund had one draw on the line of credit for four days in the amount of $4,815,000 at 7.75%.

 

Note 3 – Investment Advisory and Other Agreements

 

The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with the Advisor. Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor based on each Fund’s average daily net assets. Fees paid to the Advisor for the period ended October 31, 2023 are reported on the Statements of Operations. The annual rates are listed by Fund in the below table:

 

   Investment
   Advisory Fees
Small Cap Value Fund  0.70%
International Equity Fund  0.80%
McKee Bond Fund  0.24%
Strategic Income Fund  0.70%

 

The Advisor engages Advisory Research, Inc. to manage the Small Cap Value Fund, Altrinsic Global Advisors, LLC to manage the International Equity Fund, CSM Advisors, LLC to manage the McKee Bond Fund, and Red Cedar Investment Management, LLC to manage the Strategic Income Fund (each a “Sub Advisor” and collectively the “Sub Advisors”). The Advisor pays the Sub Advisors from its advisory fees.

 

The Advisor has contractually agreed to waive its fee and, if necessary, to absorb other operating expenses to ensure that total annual operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with Form N-1A, expenses incurred in connection with any merger or reorganization,

51

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

or extraordinary expenses such as litigation expenses) are limited. The agreements are effective until the dates listed below and may be terminated before those dates only by the Board. The table below contains the agreement expiration and expense cap by Fund and by Class:

 

      Total Limit on Annual Operating Expenses*
      Class A  Class I  Class R6
   Agreement Expires  Shares  Shares  Shares
Small Cap Value Fund  February 28, 2025    0.94% 
International Equity Fund  February 28, 2025    0.97% 
McKee Bond Fund  February 28, 2025    0.47%  0.28%
Strategic Income Fund  February 28, 2025  1.15%  0.90% 

 

*The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets.

 

The Advisor is permitted to seek reimbursement from the Funds, subject to certain limitations, of fees waived or payments made to the Funds for a period ending thirty-six months after the date of the waiver or payment. This reimbursement may be requested from the Funds if the reimbursement will not cause the Funds’ annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. The Advisor may recapture all or a portion of this amount no later than the dates stated below:

 

   Small Cap   International   McKee   Strategic 
   Value   Equity   Bond   Income 
October 31, 2024  $41,637   $124,314   $245,202   $296,122 
October 31, 2025   58,446    185,085    380,908    235,391 
October 31, 2026   60,005    185,890    292,672    232,600 

 

Ultimus Fund Solutions, LLC (the “Administrator”) serves as the Funds’ fund accountant, transfer agent and administrator. Prior to May 8, 2023 U.S. Bank Global Fund Services provided administrative, transfer agent and fund accounting services to the Funds. The Funds’ allocated fees incurred for fund accounting, transfer agency and fund administration for the fiscal year ended October 31, 2023 are reported on the Statements of Operations.

 

Compass Distributors, LLC serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for its distribution services; the Advisor pays the Distributor a fee for its distribution related services.

 

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of the Administrator, provides a Chief Compliance Officer to the Trust, as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. Prior to May 8, 2023, ACA Group provided Chief Compliance Officer services to the Trust. The Funds’ allocated fees incurred for compliance services for the fiscal year ended October 31 2023, are reported on the Statements of Operations.

 

Each Independent Trustee receives from the Trust an annual retainer of $55,000, plus $5,000 for each regularly scheduled Board meeting attended, $5,000 for each special in-person meeting attended and $2,500 for each special telephonic meeting attended, plus reimbursement of related expenses. The Chairman of the Board receives an additional annual retainer of $10,000, and each of the Chairs of the Audit Committee and the Governance Committee receives an additional annual retainer of $5,000, respectively.

 

Certain officers and a Trustee of the Trust are also employees of the Administrator or NLCS and such persons are not paid by the Funds for serving in such capacities.

52

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

Note 4 – Federal Income Taxes

 

At October 31, 2023, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

   Small Cap Value   International   McKee Bond   Strategic Income 
   Fund   Equity Fund   Fund   Fund 
Tax cost of investments  $18,169,179   $110,988,538   $113,402,974   $144,017,313 
Gross unrealized appreciation   1,068,619    5,435,283    13,390    1,796,472 
Gross unrealized depreciation   (2,163,794)   (9,019,364)   (12,898,751)   (6,321,191)
Net unrealized appreciation (depreciation) on investments  $(1,095,175)  $(3,584,081)  $(12,885,361)  $(4,524,719)

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended October 31, 2023, the Funds did not make any reclassifications.

 

As of October 31, 2023, the components of accumulated earnings (deficit) on a tax basis for the Funds were as follows:

 

   Small Cap Value   International   McKee Bond   Strategic Income 
   Fund   Equity Fund   Fund   Fund 
Undistributed ordinary income  $154,846   $1,665,057   $66,585   $ 
Accumulated Capital and Other Losses   (1,588,366)   (619,268)   (10,449,354)   (12,700,863)
Other Temporary Difference               745,560 
Unrealized appreciation on investments   (1,095,175)   (3,594,892)   (12,885,361)   (4,524,719)
Total accumulated earnings  $(2,528,695)  $(2,549,103)  $(23,268,130)  $(16,480,022)

 

The tax character of distributions paid for the fiscal years ended October 31, 2023 and October 31, 2022 were as follows:

 

   Small Cap Value Fund   International Equity Fund 
   2023   2022   2023   2022 
Distributions paid from:                    
Ordinary income  $22,216   $86,927   $1,012,568   $831,136 
Long-term capital gains   1,276,492    640,604         
Total distributions paid  $1,298,708   $727,531   $1,012,568   $831,136 
                     
   McKee Bond Fund   Strategic Income Fund 
   2023   2022   2023   2022 
Distributions paid from:                    
Ordinary income  $3,558,154   $2,113,839   $5,226,310   $4,180,402 
Long-term capital gains               558,231 
Return of capital           1,447,887     
Total distributions paid  $3,558,154   $2,113,839   $6,674,197   $4,738,633 

53

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

As of October 31, 2023, the following Funds have nonexpiring capital loss carryforwards:

 

   Short-Term   Long-Term 
Small Cap Value Fund  $789,170   $799,196 
International Equity Fund  $501,955   $117,313 
McKee Bond Fund  $6,190,957   $4,258,397 
Strategic Income Fund  $8,498,296   $4,202,567 

 

To the extent that a Fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward.

 

Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. For the fiscal year ended October 31, 2023, the International Equity Fund utilized $799,032 of available capital loss carryforwards.

 

Note 5 – Investment Transactions

 

For the fiscal year ended October 31, 2023, purchases and sales of investments were as follows:

 

   Purchases   Sales 
Small Cap Value Fund  $8,721,136   $11,609,633 
International Equity Fund   58,837,973    23,853,196 
McKee Bond Fund   67,288,073    65,520,627 
Strategic Income Fund   179,310,959    122,402,784 

 

For the fiscal year ended October 31 2023, the McKee Bond Fund had purchases and sales of long-term U.S. government obligations of $26,653,785 and $26,629,549, respectively, and the Strategic Income Fund had purchases and sales of long-term U.S. government obligations of $11,364,763 and $34,909,607, respectively. Long-term purchases and sales of U.S. Government Obligations are excluded from purchases and sales of investments.

 

Note 6 – Shareholder Servicing Plan

 

The Trust, on behalf of the Funds, has adopted a Shareholder Service Plan (the “Shareholder Service Plan”) with respect to each of the Fund’s Class A shares, Class I, and Class R6 shares, as applicable. Under the Shareholder Service Plan, the Funds may pay a fee at an annual rate of up to 0.15% of its average daily net assets attributable to Class A shares, Class I shares, and Class R6 shares, as applicable, to shareholder servicing agents. Shareholder servicing agents provide non-distribution administrative and support services to their customers, which may include establishing and maintaining accounts and records relating to shareholders, processing dividend and distribution payments from the Funds on behalf of shareholders, responding to routine inquiries from shareholders concerning their investments, assisting shareholders in changing dividend options, account designations and addresses, and other similar services.

 

For the fiscal year ended October 31, 2023, shareholder servicing fees incurred are disclosed on the Statements of Operations.

 

Note 7 – Distribution Plan

 

The Trust, on behalf of each Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that allows each Fund to pay distribution fees for the sale and distribution of its Class A shares. The Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of each Fund’s average daily net assets attributable to Class A shares.

 

For the fiscal year ended October 31, 2023, distribution fees incurred with respect to Class A shares are disclosed on the Statements of Operations.

 

Note 8 – Indemnifications

 

In the normal course of business, the Funds enter into contracts that contain a variety of representations which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.

54

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

Note 9 – Fair Value Measurements and Disclosure

 

Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.

 

Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Funds’ investments. These inputs are summarized into three broad Levels as described below:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

Futures contracts are carried at fair value using the primary exchange’s closing (settlement) price and are generally categorized in Level 1.

 

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

 

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of October 31, 2023, in valuing the Funds’ assets carried at fair value:

 

Small Cap Value Fund      Valuation Inputs         
Investments  Level 1   Level 2   Level 3   Total 
Common Stocks (a)  $16,843,531   $   $   $16,843,531 
Short-Term Investments   230,473            230,473 
Total  $17,074,004   $   $   $17,074,004 
                     
International Equity Fund                
Investments  Level 1   Level 2   Level 3   Total 
Common Stocks  $32,820,265   $66,533,553   $   $99,353,818 
Preferred Stocks   1,435,609    1,113,268        2,548,877 
Short-Term Investments   5,501,762            5,501,762 
Total  $39,757,636   $67,646,821   $   $107,404,457 

55

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

McKee Bond Fund                
Investments  Level 1   Level 2   Level 3   Total 
Asset Backed Securities  $   $4,146,546   $   $4,146,546 
Corporate Bonds(a)       28,279,404        28,279,404 
Mortgage-Backed Securities       59,730,195        59,730,195 
Non-U.S. Government & Agencies       1,908,588        1,908,588 
U.S. Government & Agencies       3,897,742        3,897,742 
Short-Term Investments   2,555,138            2,555,138 
Total  $2,555,138   $97,962,475   $   $100,517,613 
                     
Strategic Income Fund                
Investments  Level 1   Level 2   Level 3   Total 
Common Stocks(a)  $11,414,647   $   $   $11,414,647 
Asset Backed Securities       10,281,777        10,281,777 
Corporate Bonds(a)       73,038,295        73,038,295 
Mortgage-Backed Securities       39,359,765        39,359,765 
Purchased Options       327,500        327,500 
Short-Term Investments   5,220,610            5,220,610 
Total  $16,635,257   $123,007,337   $   $139,642,594 
                     
Futures Contracts(b)                
Asset  $646,363   $   $   $646,363 
Liabilities   (1,021,585)           (1,021,585)
Total  $(375,222)  $   $   $(375,222)

 

(a)Refer to Schedule of Investments for sector and industry classifications.

 

(b)The amount shown represents the net unrealized appreciation/depreciation of the futures contracts.

 

Note 10 – Derivative and Other Financial Instruments

 

At October 31, 2023, the Strategic Income Fund held derivative and other financial instruments which are not subject to a master netting arrangement. As the tables below illustrate, no positions are netted in the Fund’s financial statements:

 

The following table provides a summary of offsetting financial liabilities and derivatives and the effect of derivative instruments on the Statement of Assets and Liabilities as of October 31, 2023:

 

               Gross Amounts not offset in the     
               Statement of Assets and Liabilities     
       Gross Amounts   Net Amounts             
       Offset in the   Presented in             
   Gross Amounts   Statement of   the Statements       Collateral     
   of Recognized   Assets and   of Assets and   Financial   Received     
Description  Liabilities   Liabilities   Liabilities   Instruments   (Pledged)   Net Amount 
Futures contracts*  $132,325   $   $132,325   $   $132,325   $ 
Total   132,325        132,325        132,325     

 

*Reflects the current day variation margin as reported on the Fund’s statement of assets and liabilities.

56

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

The following table presents the fair value of derivative instruments for the Strategic Income Fund as of October 31, 2023 as presented on the Fund’s Statement of Assets and Liabilities:

 

Location of Derivatives on Statement of Assets and Liabilities

Derivatives  Asset Derivatives  Liability Derivatives  Fair Value 
Equity Price Risk:          
Purchased Options  Investments, at value     $327,500 
Futures     Payable for net variation margin on futures contracts   132,325 

 

The following table presents the results of the derivative trading and information related to volume for the fiscal year ended October 31, 2023 for the Strategic Income Fund. The below captions of “Net Realized” and “Net Change in Unrealized” correspond to the captions in the Fund’s Statement of Operations.

 

          Change in Unrealized 
      Realized   Appreciation 
   Location of Gain (Loss) on Derivatives on  Gain (Loss) on   (Depreciation) on 
Derivatives  Statement of Operations  Derivatives   Derivatives 
Equity Price Risk:             
Purchased Options  Net realized gain (loss) and change in unrealized appreciation (depreciation) on purchased options  $(222,045)  $139,392 
Futures  Net realized gain and change in unrealized appreciation (depreciation) on futures   (5,724,200)   525,712 

 

The average monthly notional/market value amount is shown as an indicator of volume. The average monthly notional/market value amounts held in the Strategic Income Fund during the fiscal year ended October 31, 2023 were:

 

   Average Ending 
Derivatives  Monthly Market Value 
Purchased Options  $403,646 
      
   Average Ending 
Derivatives  Monthly Notional 
Futures  $37,834,201 

 

Note 11 – Accounting Regulations

 

London Interbank Offered Rate (“LIBOR”)

 

In March 2020, Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit LIBOR quotes by the UK Financial Conduct Authority. The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. In addition, derivative contracts that qualified for hedge accounting prior to modification, will be allowed to continue to receive such treatment, even if critical terms change due to a change in the benchmark interest rate. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management has concluded that the the impact of the ASU’s adoption to the Funds’ financial statements and filings is insignificant.

57

 

North Square Funds
NOTES TO FINANCIAL STATEMENTS – Continued
October 31, 2023

 

Topic 820

 

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures related to equity securities subject to contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Management is evaluating the implications of this guidance to future financial statements.

 

Regulatory Update

 

Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) Effective January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Funds.

 

Note 12 – Events Subsequent to the Fiscal Period End

 

The Funds have adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Funds’ related events and transactions that occurred through the date of issuance of the Funds’ financial statements.

 

On December 22, 2023, the Funds paid income distributions, as described below, to shareholders of record on December 21, 2023:

 

Small Cap Value Fund - Class I Shares  $0.0972 
International Equity Fund - Class I Shares  $0.1717 
McKee Bond Fund - Class I Shares  $0.0321 
McKee Bond Fund - Class R6 Shares  $0.0322 
Strategic Income Fund - Class A Shares  $0.0275 
Strategic Income Fund - Class I Shares  $0.0302 

58

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Trustees of
North Square Investments Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments and futures contracts of North Square Advisory Research Small Cap Value Fund, North Square Altrinsic International Equity Fund, North Square McKee Bond Fund, and North Square Strategic Income Fund (the “Funds”), each a series of North Square Investments Trust, as of October 31, 2023, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the year then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2023, the results of their operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Funds’ financial statements and financial highlights for the years ended October 31, 2022, and prior, were audited by other auditors whose report dated December 30, 2022, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2023.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
December 30, 2023

59

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited)

 

Corporate Dividends Received Deduction

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2023 was as follows:

 

Small Cap Value Fund  100%  International Equity Fund  100%
McKee Bond Fund  0%  Strategic Income Fund  1.57%

 

Qualified Dividend Income

 

For the fiscal year ended October 31, 2023, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.80%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Small Cap Value Fund  100%  International Equity Fund  0%
McKee Bond Fund  0%  Strategic Income Fund  1.37%

 

Long-Term Capital Gain Designation

 

For the fiscal year ended October 31, 2023, the Funds designate a portion of distributions as 20.00% rate gain distributions for the purposed of the dividends paid deduction. The dollar amount by fund was as follows:

 

Small Cap Value Fund  $1,276,492   International Equity Fund  $217,872 
McKee Bond Fund  $0   Strategic Income Fund  $0 

 

Foreign Tax Credit Pass Through

 

The International Equity Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries.

 

The Fund’s foreign source income per share was $0.2513 and the foreign tax expense per share was $0.0201.

60

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Trustees and Officers Information

 

The current Trustees and officers of the Trust and their years of birth are listed below with their addresses, present positions with the Trust, term of office with the Trust and length of time served, principal occupations over at least the last five years and other directorships/ trusteeships held.

 

Name, Addressa,
Year of Birth
and Position(s)
with the Trust
Position with
the Trust
Term of Office
and Length of
Time Servedb
Principal Occupations During the Past
Five Years or Longer
Number of
Portfolios in
Fund Complex
Overseen by
Trusteec
Other Directorship/
Trusteeship Positions
held by Trustee During
the Past 5 Years
Independent Trustees
David B. Boon
(1960)
Trustee 08/2018 to present Chief Financial Officer and Managing Director, Eagle Capital Management, LLC (since 2018); Chief Financial Officer and Partner, Cedar Capital, LLC (2013 – 2018). 12 None
Donald J. Herrema
(1952)
Chairman of the Board and Trustee 08/2018 to present Vice Chair and Chief Investment Officer, Independent Life Insurance Company (since 2018); Financial Services Executive, Advisor and Founder of BlackSterling Partners, LLC (private investments and advisory firm) (since 2004. 12 Chairman and Director Emeritus, TD Funds USA (2009 - 2019); Director, Abel Noser Holdings, LLC (since 2016); Member, USC Marshall Business School Board (since 2010); Director, FEG Investment Advisors (since 2017); Director, Independent Life Insurance Company (since 2018); and Director, Independent Insurance Group (since 2023).
Catherine A. Zaharis
(1960)
Trustee 08/2018 to present Professor of Practice (since 2019), Director, Professional/ Employer Development, Finance Department (2015 - 2019), Adjunct Lecturer (2010 - 2019), and Business Director, MBA Finance Career Academy (2008 – 2015), University of Iowa, Tippie College of Business; Chair (2013 – 2016), Director (1999 – 2016), and Investment Committee Member (1999 – 2013) and Chair (2003 – 2013), University of Iowa Foundation. 12 Director, The Vantagepoint Funds (2015 – 2016).
Interested Trusteed
Ian Martin
(1968)
Trustee and President 05/2023 to present Executive Vice President, Chief Administrative Officer of Ultimus Fund Solutions, LLC (2019 – present); Executive Vice President (1992 – 2019), U.S. Bank Global Fund Services. 12 None

61

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Name, Addressa,
Year of Birth
and Position(s)
with the Trust
Position with
the Trust
Term of Office
and Length of
Time Servedb
Principal Occupations During the Past
Five Years or Longer
Number of
Portfolios in
Fund Complex
Overseen by
Trusteec
Other Directorship/
Trusteeship Positions
held by Trustee During
the Past 5 Years
Officers of the Trust:
Zachary P. Richmond
(1980)
Treasurer 05/2023 to present Vice President, Director of Financial Administration of Ultimus Fund Solutions, LLC (2015 – present). N/A N/A
Karen Jacoppo-Wood
(1966)
Secretary 05/2023 to present Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 – present); Managing Director and Managing Counsel of State Street Bank and Trust Company (2019 – 2022) (Vice President and Managing Counsel from 2014 – 2019). N/A N/A
Martin R. Dean
(1963)
Chief Compliance Officer 05/2023 to present President of Northern Lights Compliance Services, LLC (January 2023 – present); Senior Vice President, Head of Fund Compliance (2020 – January 2023) of Ultimus Fund Solutions, LLC (Vice President and Director of Fund Compliance from 2016 – 2020). N/A N/A

 

a.The business address of each Trustee and officer is North Square Investments Trust, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

b.Trustees and officers serve until their successors are duly elected and qualified.

 

c.The term “Fund Complex” applies to the twelve portfolios that currently comprise the Trust.

 

d.Mr. Martin is considered to be an “interested person” of the Trust as that term is defined in the 1940 Act by virtue of his positions with the administrator, transfer agent and fund accountant.

62

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Board Consideration of the Continuation of the Investment Advisory Agreement and Sub-Advisory Agreements and Related Agreements (North Square Advisory Research Small Cap Value Fund and North Square Strategic Income Fund)

 

Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that each mutual fund’s board of trustees, including a majority of those trustees who are not “interested persons” of the fund, as defined in the 1940 Act (the “Independent Trustees”), initially approve, and annually review and consider the continuation of, the fund’s investment advisory and sub-advisory agreements. At a meeting held on September 12-13, 2023 and continued on September 20, 2023 (the “Meeting”), the Board of Trustees (the “Board”) of North Square Investments Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the continuation of: (i) the investment advisory agreement (the “Advisory Agreement”) between North Square Investments, LLC (the “Adviser”) and the Trust, on behalf of the North Square Strategic Income Fund and the North Square Advisory Research Small Cap Value Fund; (ii) the investment sub-advisory agreement between the Adviser and Red Cedar Investment Management, LLC (“Red Cedar”) with respect to the North Square Strategic Income Fund and the North Square Preferred and Income Securities Fund; (iii) the investment sub-advisory agreement between the Adviser and Advisory Research, Inc. (“Advisory Research”) with respect to the North Square Advisory Research Small Cap Value Fund and the North Square Advisory Research Small Cap Growth Fund; and (iv) the investment sub-advisory agreement between the Adviser and NSI Real Advisors, LLC (“NSI Retail Advisors” and with both Red Cedar and Advisory Research, the “Sub-Advisers”) with respect to the North Square Multi Strategy Fund and the North Square Spectrum Alpha Fund. The North Square Strategic Income Fund, the North Square Preferred and Income Securities Fund, the North Square Advisory Research Small Cap Value Fund, the North Square Advisory Research Small Cap Growth Fund, the North Square Spectrum Alpha Fund, and the North Square Multi Strategy Fund are collectively referred to as the “Funds.” The Adviser and the Sub-Advisers are collectively referred to as the “Advisers.” The investment sub-advisory agreements with the Sub-Advisers are collectively referred to as the “Sub-Advisory Agreements,” and the Advisory Agreement and the Sub-Advisory Agreements are collectively referred to as the “Agreements.”

 

In connection with its consideration of the Agreements proposed for continuation at the Meeting, the Board requested and reviewed initial and supplemental responses from the Advisers to the Section 15(c) requests posed to the Advisers on behalf of the Independent Trustees by Independent Trustee Counsel and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information and data that had been provided prior to the Meeting, including the Advisory Agreement, the Sub-Advisory Agreements, memoranda provided by both Fund Counsel and Independent Trustee Counsel summarizing the requirements and guidelines relevant to the Board’s consideration of the approvals of such Agreements, each Adviser’s Form ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Funds’ performance for periods ended June 30, 2023, advisory fees and expense ratios, and other pertinent information. In addition, the Board considered such additional information as it deemed reasonably necessary, including information and data provided by the Advisers during the course of the year, to evaluate the Agreements, as applicable, with respect to each Fund. The Board reviewed and discussed the Advisers’ Section 15(c) initial and supplemental responses and discussed various questions and information with representatives of the Advisers at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Advisers and Sub-Advisers provided at the Meeting concerning the Agreements. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of, and request additional materials from, the Advisers. The Board met in executive sessions at which no representatives of management were present to consider the renewal of the Agreements and the Independent Trustees were also advised by, and met separately, in executive sessions with Independent Trustee Counsel. The Board further noted that the evaluation process with respect to the Adviser and the Sub-Advisers is an ongoing one. The Board, as noted above, also took into account information reviewed periodically throughout the year and in prior years that was relevant to its consideration of the Agreements, including performance, advisory fee and other expense information and discussions with the Funds’ portfolio managers, as well as such additional information it deemed relevant and appropriate in its judgment. The Board noted that the information received and considered by the Board in connection with the Meeting and throughout the year was both written and oral. Based on its evaluation of this information, the Board, including the Independent Trustees, unanimously approved the continuation of the Agreements for the Funds for an additional one-year period.

 

In determining whether to approve the continuation of the Agreements, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate in the exercise of their reasonable business judgment. While individual members of the Board may have weighed certain factors differently, the Board’s determination to approve the Agreements at the Meeting was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Agreements. As noted, the Board was also furnished with an analysis of its fiduciary obligations in connection with its evaluation of the Agreements and, throughout the evaluation process, the Board was assisted by Fund Counsel and Independent Trustee Counsel who, as noted above, each provided and reviewed a legal memorandum to the Board detailing the Board’s duties and responsibilities in connection with the various actions and approvals required in connection with the renewal of the Agreements. A more detailed summary of important, but not necessarily

63

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

all, factors the Board considered with respect to its renewal of the Agreements is provided below. The Board also considered other factors, including conditions and trends prevailing generally in the economy, the securities markets, and the industry. The Board’s conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year.

 

Nature, Extent and Quality of Services

 

The Board considered information regarding the nature, extent and quality of services being provided to the Funds by the Advisers. The Board considered, among other things, the terms of the Agreements and the range of services being provided by the Advisers. The Board noted the non-investment advisory services being provided by the Adviser, including the oversight and coordination of the Funds’ service providers and the provision of related administrative and other services. The Board also considered each Adviser’s reputation, organizational structure, resources and overall financial strength (including economic and other support provided by affiliates of the Adviser), and its willingness and commitment to consider and implement organizational and operational changes designed to enhance services to the Funds.

 

In addition, the Board considered the Advisers’ professional personnel who provide or will provide services to the Funds, including each Adviser’s ability and experience in attracting and retaining qualified personnel to service the Funds. The Board also considered the compliance programs and compliance records and regulatory history of the Advisers. The Board noted the Advisers’ support of the Funds’ compliance control structure, including the resources that are devoted by the Advisers in support of the Funds’ obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Advisers to address matters such as cybersecurity risks to invest in business continuity planning. The Board also noted that on a regular basis it received and reviewed information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Advisers and procedures reasonably designed to ensure compliance with the federal securities laws. The Board also noted that it met separately, in executive session, with the CCO on a regular basis.

 

With respect to the Adviser, the Board considered the Funds’ ongoing and proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Adviser has under this structure, including, but not limited to, monitoring and evaluating the performance of the Sub-Advisers, monitoring the Sub-Advisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds, and supervising the Sub-Advisers with respect to the services that the Sub-Advisers currently provide under the Sub-Advisory Agreements. In this regard, the Board evaluated information about the nature and extent of responsibilities retained and significant risks assumed by the Adviser and not delegated to or assumed by the Sub-Advisers in connection with the services provided to the Funds, including entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk which, among other things, can increase cost of operations and introduce legal and administrative challenges. The Board also considered the process used by the Adviser, consistent with this structure, to identify and recommend sub-advisers, and its ability to monitor and oversee sub-advisers and recommend replacement sub-advisers, when necessary, and provide other services under the Advisory Agreement. In addition, the Board considered its familiarity with the Adviser’s personnel obtained from the Board’s oversight of the Funds and of other funds in the Trust advised by the Adviser, as well as the affiliation between the Adviser and NSI Retail Advisors and any potential conflicts of interest.

 

With respect to the Sub-Advisers, which provide day-to-day portfolio management services for the Funds, subject to oversight by the Adviser, the Board considered, among other things, the quality of each Sub-Adviser’s investment personnel, its investment philosophies and processes, its investment research capabilities and resources, its financial condition, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of each Fund’s portfolio managers, the number of accounts managed by the portfolio managers, and each Sub-Adviser’s approach for compensating the portfolio managers. Moreover, the Board considered that the Adviser has the oversight responsibility for conflicts of interest relating to the Funds. In considering the nature, extent, and quality of the services provided by each of the Sub-Advisers, the Board also took into account its knowledge of each Sub-Adviser’s management and the quality of the performance of its duties as a sub-adviser, acquired through discussions and reports during the preceding year and in past years.

 

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services being provided or to be provided by the Adviser and the Sub-Advisers, taken as a whole, remain appropriate and consistent with the terms of the Advisory Agreement and the Sub-Advisory Agreements, as applicable. In addition, the Board concluded that each Fund was likely to continue to benefit from services being provided, or to be provided, under each of the Agreements.

64

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Fund Performance

 

The Board reviewed the performance of each Fund for the different time periods presented in the Board meeting materials and throughout the year. The Board considered various data and materials provided to the Board by the Advisers concerning Fund performance, including a comparison of the investment performance of each Fund to its respective benchmark index, as well as comparative fee information provided by Broadridge Financial Solutions, Inc., based on data produced by Morningstar Inc., an independent provider of investment company data (“Morningstar”), comparing the investment performance of each Fund to a universe of peer funds.

 

The Board received information at the Meeting, and throughout the year, concerning, and discussed factors contributing to, the performance of the Funds relative to their respective benchmarks and universes for the relevant periods. The Board evaluated the explanations for any relative underperformance of a Fund during these periods, as well as with respect to investment decisions and global economic and other factors that affected the Fund’s investment performance and whether each Fund had performed as expected over time, as well as any plans to address underperformance, if applicable. The Board also noted the Adviser’s discussion of any differences in the investment strategies of the Funds relative to their respective peer universe. The Board generally considered longer-term performance to be more important than short-term performance and also took into account factors including general market conditions; the “style” in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; issuer-specific information; and fund cash flows. In this connection, the Board also noted how selecting different time periods for performance calculations can produce significantly different results in terms of a Fund’s returns and peer ranking on a relative basis. The Board further acknowledged that longer-term performance could be impacted by even one period of significant outperformance or underperformance. In addition, the Board considered that variations in performance among a Fund’s operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.

 

Based on these considerations, the Board concluded that the Adviser and the Sub-Advisers continue to have the capability of providing satisfactory investment performance for the Funds, as applicable.

 

Advisory Fees and Expenses

 

The Board reviewed and considered the advisory fee rate of each Fund that is being paid to the Adviser under the Advisory Agreement and each Fund’s total net expense ratio. The Board also reviewed and considered the sub-advisory fee rates being paid by the Adviser to each Sub-Adviser for sub-advisory services.

 

The Board reviewed information from Morningstar comparing each Fund’s advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between a Fund and its peer funds may be imprecise, the comparative information provided by Morningstar was helpful to the Board in evaluating the reasonableness of each Fund’s advisory fees and total expense ratio.

 

The Board also took into account management’s discussion of each Fund’s expenses and also noted certain cost savings initiatives implemented by the Adviser across all of the Funds. The Board also noted that the Adviser had entered into fee waiver and expense reimbursement arrangements with respect to each Fund.

 

The Board also received and considered information about the portion of the advisory fee that is retained by the Adviser after payment of the fee to each Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities that are retained and risks that are assumed by Adviser and not delegated to or assumed by the Sub-Advisers, and about the Adviser’s on-going oversight services. The Board also considered that the sub-advisory fees being paid to each Sub-Adviser had been negotiated by the Adviser on an arm’s length basis and were paid by the Adviser and not the respective Fund. The Board considered the Adviser’s explanation that the sub-advisory fees are priced at a competitive level. In the case of each of the North Square Multi Strategy Fund and the North Square Spectrum Alpha Fund, the Board considered and evaluated the fact that NSI Retail Advisors was an affiliated Sub-Adviser.

 

The Board also received and considered information about the nature and extent of services offered and fee rates charged by the Adviser and the Sub-Advisers to other types of clients with investment strategies similar to those of the Funds, if any. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing registered mutual funds compared with those associated with managing assets of other types of clients, including non-mutual fund clients, such as institutional separate accounts.

65

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Based on its consideration of the factors and information it deemed relevant, including those described here, the Board concluded that the compensation payable to the Adviser under the Advisory Agreement and to the Sub-Advisers under the Sub-Advisory Agreements were reasonable.

 

Profitability

 

The Board received and considered information concerning the Adviser’s costs of sponsoring the Funds and the profitability to the Adviser and its respective affiliates from providing services to the Funds. The Board noted that the levels of profitability may be affected by numerous factors. In addition, the Board received information relating to the operations and profitability to each Sub-Adviser from providing services to the Funds. The Board considered representations from the Adviser and each Sub-Adviser that the Sub-Adviser’s fees were negotiated at arm’s length on a Fund-by-Fund basis and that the sub-advisory fees are paid by the Adviser and not the Funds. Accordingly, the Board concluded that the profitability of each Sub-Adviser was a less relevant factor with respect to the Board’s consideration of the Sub-Advisory Agreements.

 

Based on its review, the Board determined that the profits reported by the Advisers from services being provided to the Funds, if any, were not excessive.

 

Economies of Scale

 

The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to each Fund as the Funds grew. The Board also considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. The Board observed that each of the Funds continues to remain in a relatively early stage of development that was exacerbated by the intervention of the COVID-19 pandemic. In addition, the Board took into account management’s discussion of the Funds’ fee structures. The Board also considered the effect of each Fund’s growth in size on its performance and fees and that, if the Fund’s assets increase over time, the Fund may realize other economies of scale. The Independent Trustees recognized that, because each Fund’s sub-advisory fees are paid by the Adviser, and not the Fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Advisory Agreement.

 

The Board concluded that, especially in light of the current stage of development of the Funds, the Adviser’s arrangements with respect to the Funds constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.

 

“Fall-Out” Benefits

 

The Board received and considered information regarding potential “fall-out” or ancillary benefits that the Adviser and its affiliates may receive as a result of their relationships with the Funds. The Board noted that ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in the Adviser’s business as a result of their relationships with the Fund. In addition, the Board considered the potential benefits, other than sub-advisory fees, that the Sub-Advisers and their affiliates may receive because of their relationships with the Funds, including the benefits of research services that may be available to the Sub-Adviser as a result of securities transactions effected for the Funds and other investment advisory clients, as well as other benefits from increases in assets under management.

 

Based on its consideration of the factors and information it deemed relevant, including those described above, the Board did not find that any ancillary benefits that may be received by the Advisers and their affiliates is unreasonable.

 

Conclusion

 

At the Meeting, after considering the above-described material factors and based on its deliberations and its evaluation of the information described above, and assisted by the advice of both Fund Counsel and Independent Trustee Counsel, the Board, including the Independent Trustees acting separately, concluded that the approval of the renewal and continuation of the Agreements with respect to each Fund was in the best interest of each respective Fund and its shareholders.

66

 

North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Board Consideration of the Continuation of the Investment Advisory Agreement and Sub-Advisory Agreements and Related Agreements (North Square Altrinsic International Equity Fund and North Square McKee Bond Fund)

 

Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that each mutual fund’s board of trustees, including a majority of those trustees who are not “interested persons” of the fund, as defined in the 1940 Act (the “Independent Trustees”), initially approve, and annually review and consider the continuation of, the fund’s investment advisory and sub-advisory agreements. At a meeting held on June 21-22, 2023 (the “Meeting”), the Board of Trustees (the “Board”) of North Square Investments Trust (the “Trust”), including each of the Independent Trustees, unanimously voted to approve the continuation of: (i) the investment advisory agreement (the “Advisory Agreement”) between North Square Investments, LLC (the “Adviser”) and the Trust, on behalf of the North Square Spectrum Alpha Fund, the North Square Advisory Research Small Cap Growth Fund, the North Square Preferred and Income Securities Fund, the North Square Multi Strategy Fund, the North Square Dynamic Small Cap Fund, the North Square Altrinsic International Equity Fund, and the North Square McKee Bond Fund (each, a “Fund” and collectively, the “Funds”); (ii) the investment sub-advisory agreement between the Adviser and Algert Global, LLC (“Algert”) with respect to the North Square Dynamic Small Cap Fund; (iii) the investment sub-advisory agreement between the Adviser and Altrinsic Global Advisors, LLC (“Altrinsic”) with respect to the North Square Altrinsic International Equity Fund; and (iv) the investment sub-advisory agreement between the Adviser and CSM Advisors, LLC (“CSM” and with both Algert and Altrinsic, the “Sub-Advisers”) with respect to the North Square McKee Bond Fund. The Adviser and the Sub-Advisers are collectively referred to as the “Advisers.” The investment sub-advisory agreements with the Sub-Advisers are collectively referred to as the “Sub-Advisory Agreements,” and the Advisory Agreement and the Sub-Advisory Agreements are collectively referred to as the “Agreements.”

 

In connection with its consideration of the Agreements proposed for continuation, the Board requested and reviewed responses from the Advisers to the Section 15(c) requests posed to the Advisers on behalf of the Independent Trustees and supporting materials relating to those questions and responses, as well as other information and data provided. In this connection, the Board reviewed and discussed various information that had been provided prior to the Meeting, including the Advisory Agreement, the Sub-Advisory Agreements, memoranda provided by both Fund Counsel and Independent Trustee Counsel summarizing the requirements and guidelines relevant to the Board’s consideration of the approvals of such Agreements, to each Advisers’ Forms ADV Part 1A, brochures and brochure supplements, profitability information, comparative information about the Funds’ performance for periods ended March 31 2023, advisory fees and expense ratios, and other pertinent information. In addition, the Board considered such additional information as it deemed reasonably necessary, including information and data provided by the Advisers during the course of the year, to evaluate the Agreements, as applicable, with respect to each Fund. The Board discussed the Advisers’ 15(c) responses and discussed various questions and information with representatives of the Advisers at the Meeting. The Board also considered the materials and presentations by Trust officers and representatives of the Advisers and Sub-Advisers provided at the Meeting concerning the Agreements. Throughout the process, including at the Meeting, the Board had numerous opportunities to ask questions of and request additional materials from the Advisers. The Board met in executive sessions at which no representatives of management were present to consider the renewal of the Agreements and the Independent Trustees were also advised by, and met separately, in executive sessions with Independent Trustee Counsel. The Board also noted that the evaluation process with respect to the Adviser and the Sub-Advisers is an ongoing one. The Board, as noted above, also took into account information reviewed periodically throughout the year and in prior years that was relevant to its consideration of the Agreements, including performance, advisory fee and other expense information and discussions with the Funds’ portfolio managers, as well as such additional information it deemed relevant and appropriate in its judgement. The Board noted that the information received and considered by the Board in connection with the Meeting and throughout the year was both written and oral. Based on its evaluation of this information, the Board, including the Independent Trustees, unanimously approved the continuation of the Agreements for the Funds for an additional one-year period.

 

In determining whether to approve the continuation of the Agreements, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate in the exercise of their reasonable business judgment. While individual members of the Board may have weighed certain factors differently, the Board’s determination to approve the Agreements was based on a comprehensive consideration of all information provided to the Board with respect to the approval of the Agreements. As noted, the Board was also furnished with an analysis of its fiduciary obligations in connection with its evaluation of the Agreements and, throughout the evaluation process, the Board was assisted by Fund Counsel and Independent Trustee Counsel who, as noted above, each provided and reviewed a legal memorandum to the Board detailing the duties and responsibilities of the Board in connection with the various actions and approvals required in connection with the renewal of the Agreements. A more detailed summary of important, but not necessarily all, factors the Board considered with respect to its renewal of the Agreements is provided below. The Board also considered

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North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry). The Board’s conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year.

 

Nature, Extent and Quality of Services

 

The Board considered information regarding the nature, extent and quality of services being provided to the Funds by the Advisers. The Board considered, among other things, the terms of the Agreements and the range of services being provided by the Advisers. The Board noted the non-investment advisory services being provided by the Adviser, including the supervision and coordination of the Funds’ service providers and the provision of related administrative and other services. The Board also considered each Adviser’s reputation, organizational structure, resources and overall financial strength (including economic and other support provided by affiliates of the Adviser), its willingness and commitment to consider and implement organizational and operational changes designed to enhance services to the Funds.

 

In addition, the Board considered the Advisers’ professional personnel who provide or will provide services to the Funds, including each Adviser’s ability and experience in attracting and retaining qualified personnel to service the Funds. In addition, the Board considered the compliance programs and compliance records and regulatory history of the Advisers. The Board noted the Advisers’ support of the Funds’ compliance control structure, including the resources that are devoted by the Advisers in support of the Funds’ obligations pursuant to Rule 38a-1 under the 1940 Act and the efforts of the Advisers to address cybersecurity risks and invest in business continuity planning. The Board also noted that on a regular basis it received and reviewed information from the Trust’s Chief Compliance Officer (“CCO”) regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Advisers and procedures reasonably designed to ensure compliance with the federal securities laws.

 

With respect to the Adviser, the Board considered the Funds’ ongoing and proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Adviser has under this structure, including, but not limited to, monitoring and evaluating the performance of the Sub-Advisers, monitoring the Sub-Advisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds, and supervising the Sub-Advisers with respect to the services that the Sub-Advisers currently provide under the Sub-Advisory Agreements. In this regard, the Board evaluated information about the nature and extent of responsibilities retained and significant risks assumed by the Adviser and not delegated to or assumed by the Sub-Advisers in connection with the services provided to the Funds, including entrepreneurial risk and ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks. The Board also noted increased regulatory risk. The Board also considered the process used by the Adviser, consistent with this structure, to identify and recommend sub-advisers, and its ability to monitor and oversee subadvisers and recommend replacement sub-advisers, when necessary, and provide other services under the Advisory Agreement. In addition, the Board considered its familiarity with the Adviser’s personnel obtained from the Board’s oversight of the Funds and of other funds in the Trust advised by the Adviser, as well as the affiliation between the Adviser and CSM and any potential conflicts of interest.

 

With respect to the Sub-Advisers, which provide day-to-day portfolio management services for the Funds, subject to oversight by the Adviser, the Board considered, among other things, the quality of each Sub-Adviser’s investment personnel, its investment philosophies and processes, its investment research capabilities and resources, its financial condition, its performance record, its experience, its trade execution capabilities and its approach to managing risk. The Board also considered the experience of each Fund’s portfolio managers the number of accounts managed by the portfolio managers, and each Sub-Adviser’s approach for compensating the portfolio managers. Moreover, the Board considered that the Adviser has the oversight responsibility for conflicts of interest relating to the Funds. In considering the nature, extent, and quality of the services provided by each of the Sub-Advisers, the Board also took into account its knowledge of each Sub-Advisers management and the quality of the performance of its duties as a sub-adviser, acquired through discussions and reports during the preceding year and in past years.

 

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services being provided or to be provided by the Adviser and the Sub-Advisers, taken as a whole, remain appropriate and consistent with the terms of the Advisory Agreement and the Sub-Advisory Agreements, as applicable. In addition, the Board concluded that each Fund was likely to continue to benefit from services being provided, or to be provided, under each of the Agreements.

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North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Fund Performance

 

The Board reviewed the performance of each Fund for the different time periods presented in the materials. The Board considered various data and materials provided to the Board by the Advisers concerning Fund performance, including a comparison of the investment performance of each Fund to its respective benchmark index, as well as comparative fee information provided by the Administrator based on data produced by Morningstar Inc., an independent provider of investment company data (“Morningstar”), comparing the investment performance of each Fund to a universe of peer funds.

 

The Board received information at the Meeting, and throughout the year, concerning, and discussed factors contributing to, the performance of the Funds relative to their respective benchmarks and universes for the relevant periods. The Board evaluated the explanations for any relative underperformance of a Fund during these periods, including with respect to investment decisions and global economic and other factors that affected the Fund’s investment performance and whether each Fund had performed as expected over time, as well as any plans to address underperformance, if applicable. The Board also noted the Adviser’s discussion of any differences in the investment strategies of the Funds relative to their respective peer universe. The Board generally considered longer-term performance to be more important than short-term performance and also took into account factors including general market conditions; the “style” in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; issuer-specific information; and fund cash flows. In this regard, the Board also noted how selecting different time periods for performance calculations can produce significantly different results in terms of a Fund’s returns and peer ranking on a relative basis. The Board further acknowledged that longer-term performance could be impacted by even one period of significant outperformance or underperformance. The Board also considered that variations in performance among a Fund’s operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.

 

Based on these considerations, the Board concluded that it was satisfied that the Adviser and the Sub-Advisers continue to have the capability of providing satisfactory investment performance for the Funds, as applicable.

 

Advisory Fees and Expenses

 

The Board reviewed and considered the advisory fee rate of each Fund that is being paid to the Adviser under the Advisory Agreement and each Fund’s total net expense ratio. The Board also reviewed and considered the sub-advisory fee rates being paid by the Adviser to each Sub-Adviser for sub-advisory services.

 

The Board reviewed information from Morningstar comparing each Fund’s advisory fee rate and total expense ratio relative to a group of its peer funds. While the Board recognized that comparisons between a Fund and its peer funds may be imprecise, the comparative information provided by Morningstar was helpful to the Board in evaluating the reasonableness of each Fund’s advisory fees and total expense ratio.

 

The Board also took into account management’s discussion of each Fund’s expenses and also noted certain cost savings initiatives implemented by the Adviser across the Trust. The Board also noted that the Adviser had entered into fee waiver and expense reimbursement arrangements with respect to each of the Funds.

 

The Board also received and considered information about the portion of the advisory fee that is being retained by the Adviser after payment of the fee to each Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities that are retained and risks that are assumed by Adviser and not delegated to or assumed by the Sub-Advisers, and about the Adviser’s on-going oversight services. The Board also considered that the sub-advisory fees being paid to each Sub-Adviser had been negotiated by the Adviser on an arm’s length basis and were paid by the Adviser and not the respective Fund. The Board considered the Adviser’s explanation that the sub-advisory fees are priced at a competitive level. In the case of the McKee Bond Fund, the Board considered and evaluated the fact that CSM was an affiliated Sub-Adviser.

 

The Board also received and considered information about the nature and extent of services offered and fee rates charged by the Adviser and the Sub-Advisers to other types of clients with investment strategies similar to those of the Funds, if any. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including non-mutual fund clients, such as institutional separate accounts. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board concluded that the compensation payable to the Adviser under the Advisory Agreement and to the Sub-Advisers under the Sub-Advisory Agreements were reasonable.

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North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Profitability

 

The Board received and considered information concerning the Adviser’s costs of sponsoring the Funds and the profitability to the Adviser and its respective affiliates from providing services to the Funds. The Board noted that the levels of profitability may be affected by numerous factors. The Board also received information relating to the operations and profitability to each Sub-Adviser from providing services to the Funds. The Board considered representations from the Adviser and each Sub-Adviser that the Sub-Adviser’s fees were negotiated at arm’s length on a Fund-by-Fund basis and that the sub-advisory fees are paid by the Adviser and not the Funds. Accordingly, the Board concluded that the profitability of each Sub-Adviser was a less relevant factor with respect to the Board’s consideration of the Sub-Advisory Agreements.

 

Based on its review, the Board determined that the profits reported by the Advisers from services being provided to the Funds, if any, were not excessive.

 

Economies of Scale

 

The Board considered the potential for the Adviser to experience economies of scale in the provision of advisory services to each Fund as the Funds grew. The Board considered that the Adviser may share potential economies of scale from its advisory business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive advisory fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders. The Board observed that each of the Funds continues to remain in a relatively early stage of development that was exacerbated by the intervention of the COVID-19 pandemic. The Board also took into account management’s discussion of the Funds’ fee structures. The Board also considered the effect of each Fund’s growth in size on its performance and fees and that if the Fund’s assets increase over time, the Fund may realize other economies of scale. The Independent Trustees recognized that, because each Fund’s sub-advisory fees are paid by the Adviser, and not the Fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Advisory Agreement.

 

The Board concluded that, especially in light of the current stage of development of the Funds, the Adviser’s arrangements with respect to the Funds constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.

 

“Fall-Out” Benefits

 

The Board received and considered information regarding potential “fall-out” or ancillary benefits that the Adviser and its affiliates may receive as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in the Adviser’s business as a result of their relationships with the Fund. In addition, the Board considered the potential benefits, other than sub-advisory fees, that the Sub-Advisers and their affiliates may receive because of their relationships with the Funds, including the benefits of research services that may be available to the Sub-Adviser as a result of securities transactions effected for the Funds and other investment advisory clients, as well as other benefits from increases in assets under management.

 

Based on its consideration of the factors and information it deemed relevant, including those described above, the Board did not find that any ancillary benefits that may be received by the Advisers and their affiliates are unreasonable.

 

Conclusion

 

At the Meeting, after considering the above-described material factors and based on its deliberations and its evaluation of the information described above, and assisted by the advice of both Fund Counsel and Independent Trustee Counsel, the Board, including the Independent Trustees, concluded that the approval of the renewal and continuation of the Agreements with respect to each Fund was in the best interest of each respective Fund and its shareholders.

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North Square Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Change in Independent Registered Public Accounting Firm

 

On March 29, 2023, the Audit Committee of the Board of Trustees approved the engagement of Cohen and Company, Ltd. (“Cohen”) to serve as the independent registered public accounting firm for each Fund for the fiscal year ending October 31, 2023, in replacement of Tait Weller & Baker LLP (“Tait”) which served previously as the independent registered public accounting firm for the Funds. Having been notified of the Audit Committee’s intention to make this change, Tait resigned as the independent registered public accounting firm of the Funds.

 

The reports of Tait on the financial statements of the Funds as of and for the fiscal years ended October 31, 2021 and October 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During such fiscal years , and during the subsequent interim period ended March 29, 2023: (i) there were no disagreements between the Trust and Tait on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tait, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Fund for such years or interim period; and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

During the fiscal years ended October 31, 2021 and October 31, 2022, and during the subsequent interim period ended March 29, 2023, neither the Trust, nor anyone acting on its behalf, consulted with Cohen on behalf of the Funds regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Funds’ financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

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North Square Funds
EXPENSE EXAMPLES
For the Six Months Ended October 31, 2023 (Unaudited)

 

Expense Examples

 

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (Class A only); and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees (Class A and C only); and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

 

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period from May 1, 2023 to October 31, 2023.

 

Actual Expenses

 

The information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate row for your share class, in the column titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. Therefore, the information in the row titled “Hypothetical (5% annual return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

   Beginning  Ending      
   Account Value,  Account Value,  Expenses Paid  Annualized
   May 1, 2023  October 31, 2023  During Period(a)  Expense Ratio
Small Cap Value Fund - Class I Shares            
Actual  $1,000.00  $994.70  $4.72  0.94%
Hypothetical(b)  $1,000.00  $1,020.47  $4.79  0.94%
International Equity Fund - Class I Shares            
Actual  $1,000.00  $949.40  $4.77  0.97%
Hypothetical(b)  $1,000.00  $1,020.32  $4.94  0.97%
McKee Bond Fund - Class I Shares            
Actual  $1,000.00  $940.60  $2.31  0.47%
Hypothetical(b)  $1,000.00  $1,022.83  $2.41  0.47%
McKee Bond Fund - Class R6 Shares            
Actual  $1,000.00  $940.80  $1.37  0.28%
Hypothetical(b)  $1,000.00  $1,023.79  $1.43  0.28%

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North Square Funds
EXPENSE EXAMPLES – Continued
For the Six Months Ended October 31, 2023 (Unaudited)

 

   Beginning  Ending      
   Account Value,  Account Value,  Expenses Paid  Annualized
   May 1, 2023  October 31, 2023  During Period(a)  Expense Ratio
Strategic Income Fund - Class A Shares            
Actual  $1,000.00  $964.80  $5.64  1.15%
Hypothetical(b)  $1,000.00  $1,019.19  $5.80  1.15%
Strategic Income Fund - Class 1 Shares            
Actual  $1,000.00  $965.80  $4.42  0.90%
Hypothetical(b)  $1,000.00  $1,020.44  $4.54  0.90%

 

(a)Expenses are equal to the Funds’ annualized expense ratio, multiplied by the average account value over the period, multiplied by (184/365) (to reflect the one-half year period).

 

(b)Hypothetical assumes 5% annual return before expenses.

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North Square Funds
 
 
Advisor
North Square Investments, LLC
10 South LaSalle Street, Suite 1925
Chicago, Illinois 60603
 
 
Sub-Advisor Sub-Advisor
Algert Global LLC NSI Retail Advisors, LLC
101 California Street, Suite 4225 One Gateway Center
San Francisco, California 94111 Pittsburgh, Pennsylvania 15222
   
   
Sub-Advisor Sub-Advisor
Red Cedar Investment Management, LLC Advisor Research Inc.
333 Bridge Street NW, Suite 601 180 North Stetson Avenue, Suite 5500
Grand Rapids, Michigan 49504 Chicago, Illinois 60601
   
   
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
 
 
Custodian
U.S. Bank, N.A.
1555 North RiverCenter Drive, Suite 300
Milwaukee, Wisconsin 53212
 
 
Fund Administrator, Transfer Agent and Fund Accountant
Ultimus Fund Solutions
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
 
 
Distributor
Compass Distributors LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
www.foreside.com

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer.  The Registrant has not made any substantive amendments to its code of ethics during the period covered by this report.  The Registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

Item 3. Audit Committee Financial Expert.

 

The Registrant’s Board of Directors has determined that there is at least one audit committee financial expert serving on its audit committee.  David B. Boon is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principle Accountant Fees and Services.

 

(a) Audit Fees: The aggregate fees billed for the fiscal years ended October 31, 2023 and October 31, 2022 for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $74,000 and $35,240, respectively.

 

(b) Audit-Related Fees: The aggregate fees billed for the fiscal years ended October 31, 2023 and October 31, 2022 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were $0 and $0, respectively.

 

(c) Tax Fees: The aggregate fees billed for the fiscal years ended October 31, 2023 and October 31, 2022 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $13,000 and $10,000, respectively.

 

(d) All Other Fees: The aggregate fees billed for the fiscal years ended October 31, 2023 and October 31, 2022 for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c) were $0 and $0, respectively.

 

(e)(1) Pre-Approval Policies and Procedures. T The Audit Committee has adopted pre-approval policies and procedures that require the Audit Committee to pre-approve all audit and non-audit services of the Registrant, including services provided to any entity affiliated with the Registrant.

 

(e)(2) Percentage of Services Approved by Audit Committee: There were no services described in each of paragraphs (b) through (d) of this Item (including services required to be approved by Registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) Not applicable.

 

(g) Aggregate Non-Audit Services: The aggregate non-audit fees billed during the fiscal years ended October 31, 2023 and October 31, 2022 by the Registrant’s accountant for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were $0 and $0, respectively.

 

(h) Not applicable. The auditor performed no services for the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

 

(i) Not applicable.

 

(j) Not applicable.

 

Item 5. Audit Committee of Listed Companies.

 

Not applicable to Registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

Item 6. Schedule of Investments.

 

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b) Not Applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not Applicable – applies to closed-end funds only

 

Item 8. Portfolio Managers of Closed-End Investment Companies.

 

Not Applicable – applies to closed-end funds only

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not Applicable – applies to closed-end funds only

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s board of trustees.

 

Item 11. Controls and Procedures.

 

(a)

The registrant’s President and Treasurer reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-2 under the Act, based on their evaluation of these disclosure controls and procedures within 90 days of the filing of this report on Form N-CSR.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not Applicable – applies to closed-end funds only

 

Item 13. Exhibits.

 

  (a)(1) Code of Ethics is filed herewith.

 

 

  (a)(2) Certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2under the Investment Company Act of 1940 are filed herewith.

 

  (a)(3) Not applicable to Registrant.
     
  (a)(4) Change in the registrant’s independent public accountant: Attached hereto

 

  (b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

 

 

 

 

 

 

 

 

 

 

 
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) North Square Investments Trust

 

 

 

By (Signature and Title)  /s/ Ian Martin   
Ian Martin, President  

 

 

Date 1/09/2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By (Signature and Title) /s/ Ian Martin   
Ian Martin, President  

 

 

Date 1/09//2024

 

 

By (Signature and Title) /s/ Zachary P. Richmond   
Zachary P. Richmond, Treasurer  

 

 

Date  1/09/2024