(a)












InfraCap Equity Income Fund ETF


Ticker Symbol:  ICAP


Annual Report
November 30, 2022





INFRACAP EQUITY INCOME FUND ETF




Dear Shareholder:
 
Infrastructure Capital Advisors, LLC (“InfraCap” or “we”), the investment advisor to the InfraCap Equity Income Fund ETF (“ICAP ETF” or the “Fund”), is a leading provider of investment management solutions that seeks to meet the needs of income-focused investors. The ICAP ETF includes a selection of dividend-paying companies that we believe are well-positioned for market cycles, including allocations to sectors such as: Energy, Consumer Staples, Utilities, Telecommunications, Financials, and select REIT sub-sectors. Based on our research, certain dividend-paying securities in these sectors are likely to exhibit lower correlations to interest rate hikes and are positioned to perform well in 2023, despite the potential for prolonged elevated inflation. In the current market environment, we believe ICAP ETF’s diversified portfolio of assets provides investors a key tool to building a well-constructed income generating portfolio.
 
ICAP ETF’s investment objective is to maximize income and pursue total return opportunities. We seek to achieve this objective by opportunistically employing various strategies tailored to particular market cycles and environments. ICAP ETF will seek to invest at least 80% of its assets in equity securities of companies that pay dividends during normal market conditions. We will purchase and write put and call options in an effort to generate additional income and reduce volatility in the portfolio, remove or add securities from the portfolio (i.e., convertible securities), facilitate total return opportunities, and hedge against market risks or other risks in the Fund’s portfolio.
 
We will focus on positioning the ICAP ETF portfolio in sectors and holdings that we believe are suitable for this market environment. We believe we can deploy ICAP ETF’s strategies to maximize income, notwithstanding periods of heightened volatility due to uncertain market conditions. We can also deploy strategic options strategies as well to take advantages of volatility, manage market corrections, and maintain portfolio concentrations.
 
We continue to believe that our actively managed income focused approach is beneficial for investors and advisers alike. On the following pages, you will find information relevant to your ICAP ETF investment. If you have any questions, I encourage you to contact your financial advisor or InfraCap directly. You can also obtain additional information, including our daily portfolio holdings, on the ICAP ETF website located at: www.icapetf.com .
 
Thank you for the opportunity to help you meet your income investing needs.
 

Jay D. Hatfield
Chief Executive Officer and Chief Investment Officer
Infrastructure Capital Advisors, LLC
1

INFRACAP EQUITY INCOME FUND ETF

Management’s Discussion of Operations (Unaudited)
November 30, 2022
 
OVERVIEW
 
Jay Hatfield, CEO of Infrastructure Capital Advisors, LLC (the “Adviser”) leads the Adviser’s investment management team. The Adviser’s newest product, the InfraCap Equity Income Fund ETF (the “Fund”), seeks to maximize income and pursue total return opportunities. To obtain high yield and total return, the Adviser favors sectors and industries that it views as undervalued on a relative basis. For example, the Adviser may overweight issuers in the real estate sector versus the financial sector when the market has oversold the real estate sector or has overbought the financial sector.
 
MARKET UPDATE
 
The Fund’s market return from inception (12/28/2021) to its fiscal year end, November 30, 2022, was -4.08%. The S&P 500 Index had a return of -13.46% during the same period.
 
The Federal Reserve’s rapid interest rate increases during the Fund’s fiscal year were the dominant factor that drove equity and fixed income market prices. We believe the Fed made policy errors because it relies on lagging indicators such as CPI and the labor market to predict inflation instead of leading indicators such as the money supply and energy/commodity prices. The Fed decreased the money supply by 17% in 2022, which caused the dollar to appreciate, mortgage rates to skyrocket, and oil prices to decline by 40%. We believe inflation has peaked and will likely decline rapidly over the next 12 months. During the first half of 2022, geopolitical pressures (i.e., Ukraine-Russia War, China regulatory crackdown) increased market risk and placed upward pressure on inflation.
 
Two of the Fund’s strongest contributors during the period were the equity securities of Kraft Heinz (“KHC”) and Chevron Corporation (“CVX”). Kraft Heinz is one of the largest manufacturers of consumer food and beverage products in the world. KHC benefitted from a rotation away from growth and toward defensive names. They were able to sustain elevated price/mix while losing only small amounts of volume, a testament to their inelastic demand. CVX is an American multinational energy corporation; it is headquartered in San Ramon, California, and active in more than 180 countries. CVX has domestic and international exposure to upstream and downstream operations. During the period, KHC and CVX were up 14.42% and 60.20%, respectively.
 
Two of the Fund’s weaker contributors during the period were equity securities of Ally Financial Inc (“ALLY”) and Kilroy Realty Corporation (“KRC”). ALLY is a bank holding company that focuses on financial services, including mortgage loans, car financing, direct banking, corporate lending, and electronic trading. ALLY is a market leader in automotive financing in the United States. Kilroy Realty Corporation is a real estate investment trust. The company engages in the ownership, acquisition, development, and operation of Class A office properties located in the California and Washington state. During the period, ALLY and KRC were down -41.7% and -32.88%, respectively.
 
The Fund’s portfolio selection emphasizes issuers that own long-lived assets consistently generating positive cash flows. In addition, the Fund selectively invests in high-yielding preferred stocks from sectors including REITs, Pipelines, and Industrials. We believe our selection of high yielding preferred and equity securities in the portfolio will allow the Fund to perform well over the longer cycle, particularly during this period of rising interest rates (from a historically low-rate environment) and help reduce portfolio volatility.
 
DIVIDEND PAYMENTS
 
In the period ending November 30, 2022, the Fund made dividend payments in the amount of $0.175 per share in January through November 2022.
2

INFRACAP EQUITY INCOME FUND ETF

Management’s Discussion of Operations (Unaudited) – Continued
November 30, 2022

The Fund’s dividend policy is reviewed on an annual basis with the expectation that the announced dividend rate can be sustained for a period of 12 – 24 months under normal market conditions. The Fund’s targeted dividend is expected to be covered by net investment income (which includes ordinary income and short and long term capital gains, less expenses). For the purpose of calculating income available for distribution, some cash payments from companies in sectors such as REITs, MLPs, or Utilities are treated as Return of Capital for tax or GAAP purposes may be included. Expenses of the Fund include an 80 basis point advisory fee, leverage costs, and other miscellaneous fees.
 
The Fund seeks to maintain relatively stable monthly distributions, although the amount of income earned by the Fund varies from period-to-period. Accordingly, the amount of income distributed in any one period may be more or less than the actual amount of income earned in that period, and the Fund reserves the flexibility to distribute less than the full amount of income earned during a specific period to preserve income for distribution in future periods. The Fund’s 30-day SEC yield was 8.83% as of November 30, 2022.
 
USE OF LEVERAGE
 
As described in the Fund’s prospectus, the Fund may use leverage to maximize income and pursue total return opportunities. The leverage ratio is expected to be maintained in a range of 10-35% of the Fund’s total assets over the long term. As of November 30, 2022, The Fund’s leverage ratio was approximately 19.32% of the Fund’s net asset value. The Fund’s use of leverage positively impacted Fund performance during the period. The Fund’s cost of borrowing is competitive, and the Adviser believes that borrowed funds can help generate an attractive positive spread. The Fund currently borrows at a 110-basis point premium to the daily overnight bank borrowing rate, which remained low at 3.82% as of November 30, 2022.
 
USE OF OPTIONS
 
As described in the Fund’s prospectus, the Fund may utilize options strategies in an effort to generate additional income and reduce volatility in the portfolio, remove or add securities from the portfolio (i.e., convertible securities), facilitate total return opportunities, and hedge against market risks or other risks in the Fund’s portfolio. The Fund’s primary option activity is covered call writing, which is focused on a number of common stocks held by the Fund.
 
OUTLOOK
 
We believe that there continue to be opportunities for active managers to provide alpha for investors, especially during tough market environments. Under the current market environment, there are opportunities across asset sectors and industries, instrument types, and US and Global markets (fundamental analysis). We construct the Fund with these factors in mind and look to harvest gains at appropriate times.
 
The Infrastructure Capital Real Time CPI turned strongly negative in October 2022, coming in at a negative .35% month over month and negative 4.2% annualized, signaling that inflation has peaked and will likely decline rapidly over the next 6-12 months. Hawkish Fed policy is likely to cause a significant global recession in 2023 but we do not expect a recession in the US in 2023 due to a very resilient housing sector with an ongoing shortage of homes and tailwinds from the enormous 70% energy cost advantage relative to the rest of the world. In addition, housing prices started declining in July 2022, which will eventually be reflected in the lagging BLS CPI index. The CPI shelter estimate has enormous lags due to outdated survey methodology and is currently reflected in CPI at an annual rate of 9.6%. There is a 70% correlation between housing prices and shelter increases 12 months later, so housing prices are a better reflection of inflation than the reported shelter numbers in CPI. Thus, we believe inflation will decline in 2023.
3

INFRACAP EQUITY INCOME FUND ETF

Management’s Discussion of Operations (Unaudited) – Continued
November 30, 2022

Further, we remain positive that the US economy will be supported in 2023 by the recovery of international travel as global herd resistance (not immunity) to COVID increases as a result of widespread vaccination and infection (together with pharmaceuticals) helping to minimize the impact of the virus. We are optimistic about the retention of the 21% corporate tax rate vs. the planned increase to 26%, which is still very bullish for GDP as corporate tax rates are 33% negatively correlated with growth globally. Further, rising mortgage rates have already increased from a low of 2.82% to 6.84% at the end of the fiscal period and are expected to moderate the housing bubble created by loose Fed policy.
 
We continue to focus on diversification and asset allocations to dividend stocks such as utilities, telecom services, pipelines, consumer staples, and preferred stocks with significant dividends. 2023 is likely to continue to be volatile, with Fed tapering reducing liquidity, inflation continuing, and growth slowing so we are focusing on adding large capitalization defensive dividend stocks and preferred stocks that have lower volatility and benefit from inflation.
 
Covered call writing strategies are likely to outperform during 2023 due to volatility and likely stalled markets during the first half of the year. We are opportunistically favoring high-yielding preferred stocks, large-cap dividend stocks in sectors such as pipelines, REITs, and energy companies.
 
The preceding information is the opinion of the Adviser. Any such opinions are subject to change at any time based upon market or other conditions and should not be relied upon as investment advice. Statements of fact are from sources considered reliable, but the Adviser make no representation or warranty as to their completeness or accuracy. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized. This discussion includes information based on data and calculations sourced from Bloomberg and index constituents. While we believe that the data is reliable, we have not sought, nor have we received, permission from any third-party to include their information.
 
This material must be preceded or accompanied by a prospectus.
 
A WORD ABOUT RISKS
 
Investing involves risk, including possible loss of principal. An investment in the Fund may be subject to risks which include, among others, investing in equities securities, dividend paying securities, utilities, small-, mid- and large-capitalization companies, real estate investment trusts, master limited partnerships, foreign investments and emerging, debt securities, depositary receipts, market events, operational, high portfolio turnover, trading issues, active management, fund shares trading, premium/discount risk and liquidity of fund shares, which may make these investments volatile in price. Foreign investments are subject to risks, which include changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, and changes in currency exchange rates which may negatively impact the Fund’s returns. Small and Medium-capitalization companies, foreign investments and high yielding equity and debt securities may be subject to elevated risks. The Fund is a recently organized investment company with no operating history. Please see prospectus for discussion of risks.
 
Distributor, Quasar Distributors, LLC.
4

INFRACAP EQUITY INCOME FUND ETF

Value of $10,000 Investment (Unaudited)

 

The chart assumes an initial investment of $10,000. Performance reflects waivers of fees and operating expenses in effect. In the absence of such waivers, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
 
Rates of Return (%) – As of November 30, 2022
 
 
Since Inception (1)
InfraCap Equity Income Fund ETF – NAV
   -3.84%
InfraCap Equity Income Fund ETF – Market
   -4.08%
S&P 500 Index (2)
 -13.46%

(1)
Inception date of the Fund was December 28, 2021.
(2)
The S&P 500 Index is widely regarded as the best single gauge of large-cap US equities and serves as the foundation for a wide range of investment products. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization

5

INFRACAP EQUITY INCOME FUND ETF

Expense Example (Unaudited)
November 30, 2022

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including broker commissions on the purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund specific expenses. The expense example is intended to help the shareholder understand ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the most recent period.
 
The Actual Expenses comparison provides information about actual account values and actual expenses. A shareholder may use the information in this line, together with the amount invested, to estimate the expenses paid over the period. A shareholder may divide his/her account value by $1,000 (e.g., an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses paid on his/her account during this period.
 
The Hypothetical Example for Comparison Purposes provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid for the period. A shareholder may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, a shareholder would compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
 
The expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the Hypothetical Example for Comparisons Purposes is useful in comparing ongoing costs only and will not help to determine the relevant total costs of owning different funds. In addition, if these transactional costs were included, shareholder costs would have been higher.
 
       
Expenses Paid
 
Annualized Net
Beginning
Ending
During Period (1)
 
Expense Ratio
Account Value
Account Value
(6/1/2022 to
InfraCap Equity Income Fund ETF
(11/30/2022)
(Inception) (1)
(11/30/2022)
(11/30/2022)
Actual (2)(3)
1.90%
$1,000.00
$   920.20
$9.16
Hypothetical (3)
1.90%
$1,000.00
$1,015.54
$9.60

(1)
Expenses are equal to the Fund’s annualized expense ratio for the period multiplied by the average account value over the period, multiplied by 183/365 to reflect the six month period ended November 30, 2022.
(2)
Based on the actual NAV returns for the period ended November 30, 2022 of -7.98%.
(3)
Excluding loan and other broker related interest expenses, your actual cost of investing and your hypothetical cost of investing would have been $3.85 and $4.05, respectively.
6

INFRACAP EQUITY INCOME FUND ETF

Allocation of Portfolio (1) (% of Investments) (Unaudited)
November 30, 2022






Allocation of Industry Sectors (2) (% of Investments) (Unaudited)
November 30, 2022






7

INFRACAP EQUITY INCOME FUND ETF

Top 10 Equity Holdings (3) (% of Investments) (Unaudited)
November 30, 2022

 
U.S. Bancorp
   
3.18
%
 
AT&T, Inc.
   
2.99
%
 
Dow, Inc.
   
2.96
%
 
Prudential Financial, Inc.
   
2.63
%
 
Enbridge, Inc.
   
2.44
%
 
Simon Property Group, Inc.
   
2.35
%
 
Boston Properties, Inc.
   
2.21
%
 
Annaly Capital Management, Inc.
   
2.20
%
 
Trust Financial Corporation
   
2.18
%
 
Kilroy Realty Corporation
   
2.15
%

(1)
Data expressed as a percentage of investments as of November 30, 2022. Data expressed excludes written option contracts. Please refer to the Schedule of Investments and Schedule of Written Options for more details on the Fund’s individual holdings and sector allocations. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
(2)
Data expressed as a percentage of investments as of November 30, 2022. Data expressed excludes convertible preferred stocks, preferred stocks, short-term investments, such as money market funds, and written option contracts. Please refer to the Schedule of Investments and Schedule of Written Options for more details on the Fund’s individual holdings and sector allocations. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
(3)
Data expressed excludes short-term investments, such as money market funds, and written option contracts. Please refer to the Schedule of Investments and Schedule of Written Options for more details on the Fund’s individual holdings.
8

INFRACAP EQUITY INCOME FUND ETF

Schedule of Investments
November 30, 2022

   
Shares
   
Value
 
COMMON STOCKS – 68.38%
           
             
Aerospace & Defense – 0.31%
           
Raytheon Technologies Corp. (a)
   
928
   
$
91,612
 
                 
                 
Automobiles – 0.05%
               
Stellantis NV – ADR (d)
   
1,000
     
15,620
 
                 
                 
Banks – 11.16%
               
Citigroup, Inc. (a)
   
4,755
     
230,189
 
Citizens Financial Group, Inc. (a)
   
1,189
     
50,390
 
Comerica, Inc. (a)
   
2,200
     
157,828
 
JPMorgan Chase & Co. (a)
   
3,391
     
468,568
 
KeyCorp (a)(b)
   
20,687
     
389,122
 
The PNC Financial Services Group, Inc. (a)
   
591
     
99,442
 
Truist Financial Corp. (a)
   
16,612
     
777,608
 
U.S. Bancorp. (a)(b)
   
24,953
     
1,132,617
 
             
3,305,764
 
                 
Beverages – 1.94%
               
The Coca-Cola Co. (a)(b)
   
9,040
     
575,034
 
                 
                 
Biotechnology – 0.94%
               
AbbVie, Inc. (a)(b)
   
1,681
     
270,944
 
Gilead Sciences, Inc. (a)
   
92
     
8,080
 
             
279,024
 
                 
Capital Markets – 3.06%
               
AllianceBernstein Holding LP (a)
   
16,623
     
670,738
 
Blackstone, Inc. (a)
   
2,560
     
234,317
 
             
905,055
 
                 
Chemicals – 3.57%
               
Dow, Inc. (a)(b)
   
20,724
     
1,056,302
 
                 
                 
Consumer Finance – 2.45%
               
Ally Financial, Inc. (a)(b)
   
10,407
     
281,093
 
OneMain Holdings, Inc. (a)
   
11,320
     
445,555
 
             
726,648
 
Diversified Telecommunication Services – 5.45%
               
AT&T, Inc. (a)(b)
   
55,180
     
1,063,870
 
Verizon Communications, Inc. (a)(b)
   
14,126
     
550,632
 
             
1,614,502
 

The accompanying notes are an integral part of these financial statements.
9

INFRACAP EQUITY INCOME FUND ETF

Schedule of Investments – Continued
November 30, 2022

   
Shares
   
Value
 
Electric Utilities – 3.22%
           
ALLETE, Inc. (a)(b)
   
8,025
   
$
531,255
 
Duke Energy Corp. (a)
   
2,791
     
278,905
 
Edison International (a)
   
426
     
28,397
 
PPL Corporation (a)
   
165
     
4,871
 
The Southern Co. (a)(b)
   
1,635
     
110,591
 
             
954,019
 
                 
Food & Staples Retailing – 0.22%
               
Walgreens Boots Alliance, Inc. (a)
   
1,587
     
65,861
 
                 
                 
Food Products – 1.38%
               
The Kraft Heinz Co. (a)
   
10,416
     
409,870
 
                 
                 
Gas Utilities – 0.93%
               
Northwest Natural Holding Co. (a)
   
5,500
     
275,605
 
                 
                 
Hotels, Restaurants & Leisure – 1.35%
               
Cracker Barrel Old Country Store, Inc. (a)
   
728
     
83,574
 
Red Rock Resorts, Inc. (a)
   
6,985
     
314,744
 
             
398,318
 
                 
Industrial Conglomerates – 0.21%
               
3M Co.
   
487
     
61,347
 
                 
                 
Insurance – 3.16%
               
Prudential Financial, Inc. (a)
   
8,672
     
936,836
 
                 
                 
IT Services – 1.41%
               
International Business Machines Corp. (a)(b)
   
2,803
     
417,367
 
                 
                 
Multiline Retail – 2.29%
               
Kohl’s Corp. (a)
   
21,088
     
676,503
 
                 
Multi-Utilities – 0.32%
               
Algonquin Power & Utilities Corp. – ADR (a)(e)(d)
   
2,200
     
16,610
 
Consolidated Edison, Inc. (a)
   
319
     
31,275
 
Dominion Energy, Inc. (a)
   
768
     
46,932
 
             
94,817
 

The accompanying notes are an integral part of these financial statements.
10

INFRACAP EQUITY INCOME FUND ETF

Schedule of Investments – Continued
November 30, 2022

   
Shares
   
Value
 
Oil, Gas & Consumable Fuels – 18.82%
           
Chevron Corp. (a)(b)
   
3,714
   
$
680,814
 
Devon Energy Corp. (a)(b)
   
1,394
     
95,517
 
Enbridge, Inc. (a)(b)(d)
   
21,035
     
868,535
 
Energy Transfer LP (a)(b)
   
5,786
     
72,557
 
EOG Resources, Inc. (a)(b)
   
3,004
     
426,358
 
Exxon Mobil Corp. (a)
   
812
     
90,408
 
Kinder Morgan, Inc. (a)(b)
   
39,336
     
752,104
 
Magellan Midstream Partners LP (a)
   
294
     
15,494
 
Marathon Petroleum Corp. (a)
   
1,131
     
137,767
 
MPLX LP (a)
   
11,089
     
376,915
 
ONEOK, Inc. (a)
   
3,171
     
212,203
 
Phillips 66 (a)
   
3,112
     
337,465
 
Pioneer Natural Resources Co. (a)
   
2,270
     
535,697
 
Shell plc – ADR (a)(b)(d)
   
11,293
     
660,302
 
TC Energy Corp. – ADR (a)(b)(d)
   
3,434
     
152,744
 
Valero Energy Corp. (a)(b)
   
1,168
     
156,068
 
The Williams Company, Inc. (a)
   
58
     
2,013
 
             
5,572,961
 
                 
Pharmaceuticals – 1.94%
               
Bristol-Myers Squibb Co. (a)(b)
   
1,146
     
92,001
 
Johnson & Johnson (a)
   
1,818
     
323,604
 
Merck & Company, Inc. (a)
   
30
     
3,304
 
Pfizer, Inc. (a)
   
3,124
     
156,606
 
             
575,515
 
                 
Semiconductors & Semiconductor Equipment – 1.17%
               
Broadcom, Inc. (a)
   
628
     
346,047
 
                 
                 
Thrifts & Mortgage Finance – 0.69%
               
New York Community Bancorp, Inc. (a)
   
13,157
     
123,018
 
Provident Financial Services, Inc. (a)
   
3,660
     
82,460
 
             
205,478
 
                 
Tobacco – 0.41%
               
Altria Group, Inc. (a)
   
2,246
     
104,619
 
Philip Morris International, Inc. (a)
   
160
     
15,947
 
             
120,566
 
                 
Trading Companies & Distributors – 0.29%
               
Triton International Ltd. – ADR (a)(d)
   
1,279
     
86,294
 

The accompanying notes are an integral part of these financial statements.
11

INFRACAP EQUITY INCOME FUND ETF

Schedule of Investments – Continued
November 30, 2022

   
Shares
   
Value
 
Wireless Telecommunication Services – 1.64%
           
Vodafone Group plc – ADR (a)(b)(d)
   
43,255
   
$
485,754
 
Total Common Stocks
               
  (Cost $20,796,944)
           
20,252,719
 
                 
                 
REAL ESTATE INVESTMENT TRUSTS (REITS) – 25.31%
               
                 
Equity Real Estate Investment Trusts (REITs) – 15.26%
               
Boston Properties, Inc. (a)(b)
   
10,938
     
788,411
 
Global Net Lease, Inc. (a)
   
34,763
     
470,343
 
Healthcare Realty Trust, Inc. (a)
   
18,553
     
380,893
 
Kilroy Realty Corp. (a)(b)
   
17,692
     
764,648
 
National Retail Properties, Inc. (a)(b)
   
8,164
     
378,483
 
Realty Income Corp. (a)(b)
   
4,711
     
297,123
 
Simon Property Group, Inc. (a)(b)
   
7,022
     
838,708
 
Spirit Realty Capital, Inc. (a)
   
3,565
     
147,662
 
VICI Properties, Inc. (a)
   
2,427
     
83,004
 
Vornado Realty Trust (a)(b)
   
14,652
     
370,549
 
             
4,519,824
 
                 
Mortgage Real Estate Investment Trusts (REITs) – 10.05%
               
AGNC Investment Corp. (a)(b)
   
38,926
     
388,871
 
Annaly Capital Management, Inc. (a)(b)
   
36,242
     
785,364
 
BrightSpire Capital, Inc. (a)
   
38,645
     
275,925
 
Rithm Capital Corp. (a)
   
83,299
     
753,856
 
Starwood Property Trust, Inc. (a)
   
14,644
     
313,528
 
TPG RE Finance Trust, Inc. (a)
   
61,732
     
457,434
 
             
2,974,978
 
Total Real Estate Investment Trusts (REITs)
               
  (Cost $8,667,346)
           
7,494,802
 
                 
                 
CONVERTIBLE PREFERRED STOCKS – 4.27%
               
Algonquin Power & Utilities Corp., 7.750%, 6/15/2024 (a)(d)
   
2,460
     
64,452
 
EPR Properties, 9.000%, Series E (a)(c)(e)
   
4,666
     
129,901
 
New York Community Capital Trust V, 6.000%, 11/1/2051 (a)(e)
   
9,286
     
401,146
 
NextEra Energy, Inc., 6.930%, 9/1/2025 (a)(e)
   
5,238
     
256,243
 
UGI Corporation, 7.250%, 5/1/2024 (a)(e)
   
4,665
     
411,686
 
Total Convertible Preferred Stocks
               
  (Cost $1,366,356)
           
1,263,428
 

The accompanying notes are an integral part of these financial statements.
12

INFRACAP EQUITY INCOME FUND ETF

Schedule of Investments – Continued
November 30, 2022

   
Shares
   
Value
 
PREFERRED STOCKS – 22.12%
           
AGNC Investment Corp., 7.750%, Series G (a)(e)
   
11,000
   
$
239,250
 
Babcock & Wilcox Enterprises, Inc., 7.750%, Series A (a)(c)
   
26,096
     
400,313
 
Chimera Investment Corp., 8.000%, Series B (a)(c)(e)
   
12,980
     
278,551
 
Crestwood Equity Partners LP, 9.250% (a)(c)
   
68,335
     
617,748
 
DCP Midstream LP, 7.950%, Series C (a)(c)(e)
   
17,535
     
446,266
 
DigitalBridge Group, Inc., 7.125%, Series H (a)(c)
   
19,537
     
361,434
 
Energy Transfer LP, 7.625%, Series D (a)(c)(e)
   
25,963
     
604,419
 
FTAI Aviation Ltd., 8.250% (a)(c)(d)(e)
   
24,993
     
540,099
 
Global Net Lease, Inc., 6.875%, Series B (a)(c)
   
12,411
     
270,808
 
Rithm Capital Corp., 6.375%, Series C (a)(e)
   
14,037
     
255,333
 
New York Mortgage Trust, Inc. 8.000%, Series D (a)(c)(e)
   
25,918
     
518,360
 
NuStar Energy LP, 9.000%, Series C (a)(c)(e)
   
19,628
     
473,624
 
RLJ Lodging Trust, 1.950%, Series A (a)(c)
   
23,410
     
578,227
 
RPT Realty, 7.250%, Series D (a)(c)
   
5,986
     
306,782
 
SCE Trust III, 5.750%, Series H (a)(c)(e)
   
13,113
     
268,423
 
Textainer Group Holdings Ltd., 6.250%, Series B (a)(c)(d)
   
19,143
     
390,812
 
Total Preferred Stocks
               
  (Cost $7,312,244)
           
6,550,449
 
                 
                 
SHORT-TERM INVESTMENTS – 0.25%
               
First American Government Obligations Fund, Class X, 3.66% (a)(f)
   
75,347
   
$
75,347
 
Total Short-Term Investments
               
  (Cost $75,347)
           
75,347
 
Total Investments
               
  (Cost $38,218,237) – 120.33%
           
35,636,745
 
Liabilities in Excess of Other Assets – (20.33)%
           
(6,020,293
)
Net Assets – 100.00%
         
$
29,616,452
 

ETF – Exchange Traded Fund
plc – Public Limited Company
REITs – Real Estate Investment Trusts
(a)
All or a portion of this security has been committed as collateral for open written option contracts and the Fund’s borrowing. The total value of assets committed as collateral as of November 30, 2022 is $22,190,654.
(b)
Held in connection with a written call options contract. See the Schedule of Written Options for further information.
(c)
Perpetual Maturity.
(d)
Foreign security.
(e)
This security represents a fixed to float/variable rate preferred stock. The coupon rate shown represents the fixed rate as of November 30, 2022.
(f)
The rate quoted is the annualized seven-day effective yield as of November 30, 2022.

The accompanying notes are an integral part of these financial statements.
13

INFRACAP EQUITY INCOME FUND ETF

Schedule of Options Written
November 30, 2022

         
Notional
       
   
Contracts (a)
   
Amount
   
Value
 
CALL OPTIONS WRITTEN
                 
AGNC Investment Corp.
                 
  Expiration: December 2022, Exercise Price: $13.00
   
(120
)
  $
(119,880
)
  $
  (180 )
  Expiration: January 2023, Exercise Price: $13.00
   
(100
)
   
(99,900
)
   
(300
)
  Expiration: January 2023, Exercise Price: $14.00
   
(100
)
   
(99,900
)
   
(150
)
  Expiration: March 2023, Exercise Price: $13.00
   
(100
)
   
(99,900
)
   
(650
)
ALLETE, Inc.
                       
  Expiration: January 2023, Exercise Price: $70.00
   
(20
)
   
(132,400
)
   
(2,150
)
AllianceBernstein Holding LP
                       
  Expiration: January 2023, Exercise Price: $50.00
   
(40
)
   
(161,400
)
   
(100
)
  Expiration: January 2023, Exercise Price: $55.00
   
(20
)
   
(80,700
)
   
(200
)
  Expiration: April 2023, Exercise Price: $50.00
   
(20
)
   
(80,700
)
   
(500
)
Ally Financial, Inc.
                       
  Expiration: December 2022, Exercise Price: $44.00
   
(30
)
   
(81,030
)
   
(150
)
  Expiration: December 2022, Exercise Price: $49.00
   
(10
)
   
(27,010
)
   
(150
)
  Expiration: January 2023, Exercise Price: $40.00
   
(120
)
   
(324,120
)
   
(1,200
)
  Expiration: March 2023, Exercise Price: $36.00
   
(10
)
   
(27,010
)
   
(175
)
Annaly Capital Management, Inc.
                       
  Expiration: December 2022, Exercise Price: $24.00
   
(30
)
   
(65,010
)
   
(105
)
  Expiration: December 2022, Exercise Price: $24.00
   
(140
)
   
(303,380
)
   
(630
)
  Expiration: December 2022, Exercise Price: $24.00
   
(10
)
   
(21,670
)
   
(120
)
  Expiration: January 2023, Exercise Price: $7.00
   
(350
)
   
(758,450
)
   
(525
)
  Expiration: January 2023, Exercise Price: $8.00
   
(150
)
   
(325,050
)
   
(225
)
  Expiration: April 2023, Exercise Price: $7.00
   
(210
)
   
(455,070
)
   
(1,680
)
  Expiration: April 2023, Exercise Price: $8.00
   
(10
)
   
(21,670
)
   
(25
)
AT&T, Inc.
                       
  Expiration: December 2022, Exercise Price: $18.50
   
(100
)
   
(192,800
)
   
(7,850
)
  Expiration: December 2022, Exercise Price: $19.50
   
(110
)
   
(212,080
)
   
(385
)
  Expiration: December 2022, Exercise Price: $19.50
   
(100
)
   
(192,800
)
   
(1,100
)
  Expiration: December 2022, Exercise Price: $20.00
   
(100
)
   
(192,800
)
   
(750
)
  Expiration: December 2022, Exercise Price: $20.00
   
(100
)
   
(192,800
)
   
(1,150
)
  Expiration: December 2022, Exercise Price: $20.00
   
(100
)
   
(192,800
)
   
(1,500
)
Boston Properties, Inc.
                       
  Expiration: January 2023, Exercise Price: $100.00
   
(10
)
   
(72,080
)
   
(625
)
Bristol-Myers Squibb Co.
                       
  Expiration: December 2022, Exercise Price: $85.00
   
(10
)
   
(80,280
)
   
(75
)
Chevron Corp.
                       
  Expiration: December 2022, Exercise Price: $190.00
   
(10
)
   
(183,310
)
   
(100
)
  Expiration: December 2022, Exercise Price: $190.00
   
(10
)
   
(183,310
)
   
(760
)
  Expiration: December 2022, Exercise Price: $192.50
   
(10
)
   
(183,310
)
   
(1,050
)
  Expiration: December 2022, Exercise Price: $190.00
   
(10
)
   
(183,310
)
   
(2,315
)
                         
The accompanying notes are an integral part of these financial statements.
14

INFRACAP EQUITY INCOME FUND ETF

Schedule of Options Written – Continued
November 30, 2022

         
Notional
       
   
Contracts (a)
   
Amount
   
Value
 
CALL OPTIONS WRITTEN (Continued)
                 
The Coca-Cola Co
                 
  Expiration: December 2022, Exercise Price: $63.00
   
(20
)
 
$
(127,220
)
 
$
(1,500
)
  Expiration: December 2022, Exercise Price: $63.00
   
(30
)
   
(190,830
)
   
(2,880
)
  Expiration: December 2022, Exercise Price: $64.00
   
(20
)
   
(127,220
)
   
(1,310
)
  Expiration: December 2022, Exercise Price: $65.00
   
(20
)
   
(127,220
)
   
(870
)
Devon Energy Corp.
                       
  Expiration: December 2022, Exercise Price: $70.00
   
(10
)
   
(68,520
)
   
(420
)
Dow, Inc.
                       
  Expiration: December 2022, Exercise Price: $57.50
   
(100
)
   
(509,700
)
   
(400
)
  Expiration: December 2022, Exercise Price: $67.50
   
(20
)
   
(101,940
)
   
(50
)
  Expiration: January 2023, Exercise Price: $57.50
   
(30
)
   
(152,910
)
   
(1,050
)
  Expiration: January 2023, Exercise Price: $60.00
   
(51
)
   
(259,947
)
   
(841
)
  Expiration: March 2023, Exercise Price: $60.00
   
(10
)
   
(50,970
)
   
(595
)
Enbridge, Inc.
                       
  Expiration: January 2023, Exercise Price: $47.50
   
(20
)
   
(82,580
)
   
(100
)
  Expiration: January 2023, Exercise Price: $50.00
   
(20
)
   
(82,580
)
   
(100
)
  Expiration: April 2023, Exercise Price: $47.50
   
(50
)
   
(206,450
)
   
(1,625
)
Energy Transfer LP
                       
  Expiration: December 2022, Exercise Price: $13.00
   
(50
)
   
(62,700
)
   
(475
)
EOG Resources, Inc.
                       
  Expiration: December 2022, Exercise Price: $150.00
   
(10
)
   
(141,930
)
   
(150
)
  Expiration: December 2022, Exercise Price: $151.70
   
(10
)
   
(141,930
)
   
(1,450
)
  Expiration: December 2022, Exercise Price: $152.50
   
(10
)
   
(141,930
)
   
(575
)
International Business Machines Corp.
                       
  Expiration: December 2022, Exercise Price: $150.00
   
(10
)
   
(148,900
)
   
(1,160
)
  Expiration: December 2022, Exercise Price: $152.50
   
(10
)
   
(148,900
)
   
(1,065
)
KeyCorp
                       
  Expiration: December 2022, Exercise Price: $21.00
   
(20
)
   
(37,620
)
   
(100
)
Kilroy Realty Corp.
                       
  Expiration: December 2022, Exercise Price: $50.00
   
(30
)
   
(129,660
)
   
(300
)
  Expiration: February 2023, Exercise Price: $50.00
   
(20
)
   
(86,440
)
   
(4,400
)
Kinder Morgan, Inc.
                       
  Expiration: December 2022, Exercise Price: $19.00
   
(110
)
   
(210,320
)
   
(2,145
)
  Expiration: December 2022, Exercise Price: $20.00
   
(40
)
   
(76,480
)
   
(280
)
  Expiration: December 2022, Exercise Price: $20.00
   
(100
)
   
(191,200
)
   
(1,250
)
  Expiration: December 2022, Exercise Price: $21.00
   
(71
)
   
(135,752
)
   
(142
)
  Expiration: January 2023, Exercise Price: $20.00
   
(150
)
   
(286,800
)
   
(5,250
)
  Expiration: January 2023, Exercise Price: $21.00
   
(20
)
   
(38,240
)
   
(220
)
National Retail Properties, Inc.
                       
  Expiration: December 2022, Exercise Price: $50.00
   
(30
)
   
(139,080
)
   
(225
)
  Expiration: March 2023, Exercise Price: $50.00
   
(10
)
   
(46,360
)
   
(725
)

The accompanying notes are an integral part of these financial statements.
15

INFRACAP EQUITY INCOME FUND ETF

Schedule of Options Written – Continued
November 30, 2022

         
Notional
       
   
Contracts (a)
   
Amount
   
Value
 
CALL OPTIONS WRITTEN (Continued)
                 
Realty Income Corp.
                 
  Expiration: December 2022, Exercise Price: $77.50
   
(10
)
 
$
(63,070
)
 
$
(25
)
  Expiration: December 2022, Exercise Price: $80.00
   
(10
)
   
(63,070
)
   
(75
)
  Expiration: January 2023, Exercise Price: $70.00
   
(20
)
   
(126,140
)
   
(250
)
  Expiration: January 2023, Exercise Price: $75.00
   
(1
)
   
(6,307
)
   
(8
)
Shell Plc
                       
  Expiration: December 2022, Exercise Price: $60.00
   
(30
)
   
(175,410
)
   
(1,950
)
  Expiration: January 2023, Exercise Price: $60.00
   
(10
)
   
(58,470
)
   
(1,700
)
  Expiration: January 2023, Exercise Price: $62.50
   
(20
)
   
(116,940
)
   
(1,700
)
  Expiration: January 2023, Exercise Price: $65.00
   
(10
)
   
(58,470
)
   
(375
)
Simon Property Group, Inc.
                       
  Expiration: January 2023, Exercise Price: $130.00
   
(30
)
   
(358,320
)
   
(3,405
)
The Southern Co
                       
  Expiration: December 2022, Exercise Price: $67.00
   
(50
)
   
(338,200
)
   
(4,375
)
  Expiration: December 2022, Exercise Price: $67.00
   
(30
)
   
(202,920
)
   
(3,675
)
TC Energy Corp.
                       
  Expiration: December 2022, Exercise Price: $60.00
   
(20
)
   
(88,960
)
   
(50
)
US Bancorp
                       
  Expiration: December 2022, Exercise Price: $55.00
   
(80
)
   
(363,120
)
   
(200
)
Valero Energy Corp.
                       
  Expiration: December 2022, Exercise Price: $144.00
   
(10
)
   
(133,620
)
   
(525
)
Verizon Communications, Inc.
                       
  Expiration: January 2023, Exercise Price: $43.00
   
(200
)
   
(779,600
)
   
(2,300
)
Vodafone Group Plc
                       
  Expiration: January 2023, Exercise Price: $17.00
   
(168
)
   
(188,664
)
   
(252
)
Vornado Realty Trust
                       
  Expiration: March 2023, Exercise Price: $30.00
   
(10
)
   
(25,290
)
   
(475
)
                     
(79,868
)

The accompanying notes are an integral part of these financial statements.
16

INFRACAP EQUITY INCOME FUND ETF

Schedule of Options Written – Continued
November 30, 2022

         
Notional
       
   
Contracts (a)
   
Amount
   
Value
 
PUT OPTIONS WRITTEN
                 
AbbVie, Inc.
                 
  Expiration: December 2022, Exercise Price: $150.00
   
(10
)
 
$
(161,180
)
 
$
(10
)
  Expiration: December 2022, Exercise Price: $150.00
   
(10
)
   
(161,180
)
   
(340
)
  Expiration: December 2022, Exercise Price: $152.50
   
(20
)
   
(322,360
)
   
(490
)
AT&T, Inc.
                       
  Expiration: December 2022, Exercise Price: $18.00
   
(100
)
   
(192,800
)
   
(650
)
  Expiration: December 2022, Exercise Price: $18.50
   
(100
)
   
(192,800
)
   
(900
)
Chevron Corp.
                       
  Expiration: December 2022, Exercise Price: $172.50
   
(10
)
   
(183,310
)
   
(510
)
  Expiration: December 2022, Exercise Price: $175.00
   
(10
)
   
(183,310
)
   
(135
)
  Expiration: December 2022, Exercise Price: $175.00
   
(10
)
   
(183,310
)
   
(785
)
Duke Energy Corp.
                       
  Expiration: December 2022, Exercise Price: $97.50
   
(20
)
   
(199,860
)
   
(1,650
)
EOG Resources, Inc.
                       
  Expiration: December 2022, Exercise Price: $134.00
   
(10
)
   
(141,930
)
   
(150
)
Morgan Stanley
                       
  Expiration: December 2022, Exercise Price: $88.00
   
(10
)
   
(93,070
)
   
(20
)
Shell Plc
                       
  Expiration: December 2022, Exercise Price: $52.50
   
(30
)
   
(175,410
)
   
(300
)
  Expiration: December 2022, Exercise Price: $55.00
   
(30
)
   
(175,410
)
   
(900
)
  Expiration: January 2023, Exercise Price: $55.00
   
(10
)
   
(58,470
)
   
(1,000
)
The Southern Co.
                       
  Expiration: December 2022, Exercise Price: $64.00
   
(30
)
   
(202,920
)
   
(1,200
)
  Expiration: December 2022, Exercise Price: $64.00
   
(50
)
   
(338,200
)
   
(250
)
  Expiration: December 2022, Exercise Price: $64.00
   
(50
)
   
(338,200
)
   
(1,250
)
  Expiration: December 2022, Exercise Price: $65.00
   
(30
)
   
(202,920
)
   
(525
)
                     
(11,065
)
TOTAL OPTIONS WRITTEN
                       
  (Premiums received $125,397)
                 
$
(90,933
)

(a)
100 shares per contract.

The accompanying notes are an integral part of these financial statements.
17

INFRACAP EQUITY INCOME FUND ETF

Statement of Assets and Liabilities
November 30, 2022

ASSETS:
     
Investments, at value (Cost $38,218,237)
 
$
35,636,745
 
Cash
   
23,978
 
Receivable for capital shares sold
   
1,327,270
 
Dividend and interest receiveable
   
158,761
 
Deposits at brokers for written option contracts
   
29,373
 
Receivable for investments sold
   
2,838
 
Other receivables
   
58
 
Total assets
   
37,179,023
 
         
LIABILITIES:
       
Written option contracts, at value (Premiums received $125,397)
   
90,933
 
Loan payable
   
5,819,018
 
Payable for investments purchased
   
1,608,107
 
Payable to Adviser
   
13,981
 
Accrued loan interest expense
   
30,532
 
Total liabilities
   
7,562,571
 
         
NET ASSETS
 
$
29,616,452
 
         
NET ASSETS CONSIST OF:
       
Paid-in capital
 
$
32,148,826
 
Total distributable earnings
   
(2,532,374
)
Total net assets
 
$
29,616,452
 
         
Net assets
 
$
29,616,452
 
Shares issued and outstanding (1)
   
1,100,000
 
Net asset value and offering price per share
 
$
26.92
 

(1)
Unlimited shares authorized without par value.

The accompanying notes are an integral part of these financial statements.
18

INFRACAP EQUITY INCOME FUND ETF

Statement of Operations
For the Period Ended November 30, 2022 (1)

INVESTMENT INCOME:
     
Dividend income (net of withholding taxes of $7,179)
 
$
1,163,008
 
Interest income
   
1,423
 
Total investment income
   
1,164,431
 
         
EXPENSES:
       
Investment advisory fees (See Note 3)
   
141,276
 
Loan interest expense (See Note 8)
   
139,868
 
Broker interest expense
   
20,211
 
Other expenses
   
408
 
Total expenses
   
301,763
 
NET INVESTMENT INCOME
   
862,668
 
         
REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS:
       
Net realized gain (loss) on:
       
Investments
   
97,509
 
Written option contracts expired or closed
   
476,566
 
Foreign currency transaction
   
(279
)
Net realized gain
   
573,796
 
Net change in unrealized appreciation (depreciation) on:
       
Investments
   
(2,581,492
)
Written option contracts
   
34,464
 
Foreign currency translation
   
(244
)
Net change in unrealized depreciation
   
(2,547,272
)
Net realized and change in unrealized loss on investments
   
(1,973,476
)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
(1,110,808
)

(1)
Inception date of the Fund was December 28, 2021.

The accompanying notes are an integral part of these financial statements.
19

INFRACAP EQUITY INCOME FUND ETF

Statement of Changes in Net Assets

   
For the Period
 
   
Inception through
 
   
November 30, 2022 (1)
 
OPERATIONS:
     
Net investment income
 
$
862,668
 
Net realized gain on investments and written option contracts expired or closed
   
573,796
 
Net change in unrealized depreciation on investments and written option contracts
   
(2,547,272
)
Net decrease in net assets resulting from operations
   
(1,110,808
)
         
DISTRIBUTIONS TO SHAREHOLDERS:
       
From distributable earnings (See Note 4)
   
(1,421,875
)
Total distributions to shareholders
   
(1,421,875
)
         
CAPITAL SHARE TRANSACTIONS:
       
Net increase in net assets resulting from capital share transactions (2)
   
32,149,135
 
         
NET INCREASE IN NET ASSETS
   
29,616,452
 
         
NET ASSETS:
       
Beginning of period
   
 
End of period
 
$
29,616,452
 

(1)
Inception date of the Fund was December 28, 2021.
(2)
A summary of capital share transactions is as follows:

   
For the Period
 
   
Inception through November 30, 2022 (1)
 
SHARE TRANSACTIONS:
 
Shares
   
Dollar Amount
 
Issued
   
1,100,000
   
$
32,149,135
 
Redeemed
   
     
 
Net increase in shares outstanding
   
1,100,000
   
$
32,149,135
 


The accompanying notes are an integral part of these financial statements.

20

INFRACAP EQUITY INCOME FUND ETF

Statement of Cash Flows
For the Period Ended November 30, 2022 (1)

CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net increase in net assets resulting from operations
 
$
(1,110,808
)
Adjustments to reconcile net increase in net assets from operations to net cash
       
  used in operating activities:
       
Purchases of investments
   
(59,392,820
)
Sales of short-term investments, net
   
(75,347
)
Proceeds from sales of investments
   
21,254,869
 
Increase in receivable for investments sold
   
(2,838
)
Increase in payable to Adviser
   
13,981
 
Increase in dividends and interest receivable
   
(158,761
)
Increase in other receivables
   
(58
)
Premiums received on written option contracts
   
795,636
 
Written option contracts expired or closed
   
(101,382
)
Increase in payable for investments purchased
   
1,608,107
 
Increase in accrued expenses and other liabilities
   
30,532
 
Net realized gain on investments
   
(97,230
)
Net realized gain on written option contracts expired or closed
   
(476,566
)
Change in unrealized appreciation/depreciation on investments
   
2,581,492
 
Change in unrealized appreciation/depreciation on written option contracts
   
(34,464
)
Net cash from operating activities
   
(35,165,657
)
         
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Proceeds from shares sold, net of receivables
   
30,821,865
 
Cash distributions paid to shareholders
   
(1,421,875
)
Proceeds from credit facility
   
5,819,018
 
Net cash provided by financing activities
   
35,219,008
 
Net change in cash
 
$
53,351
 
         
         
CASH, FOREIGN CURRENCY AND RESTRICTED CASH:
       
Beginning Balance
 
$
 
Ending Balance
 
$
53,351
 
         
         
SUPPLEMENTAL DISCLOSURES:
       
Broker Interest expense on written option contracts
 
$
20,211
 
Borrowing expense on loan
 
$
139,868
 
Increase in receivable for fund share sold
 
$
1,327,270
 
         
         
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH
       
  AT THE END OF YEAR TO THE STATEMENT OF ASSETS AND LIABILITIES
       
Cash
 
$
23,978
 
Deposits at broker for written options contracts
 
$
29,373
 

(1)
Inception date of the Fund was December 28, 2021.

The accompanying notes are an integral part of these financial statements.
21

INFRACAP EQUITY INCOME FUND ETF

Financial Highlights


 
For the Period
 
   
Inception through
 
   
November 30, 2022 (1)
 
PER SHARE DATA:
     
Net asset value, beginning of period
 
$
30.00
 
         
INVESTMENT OPERATIONS:
       
Net investment income (2)
   
1.25
 
Net realized and unrealized loss on investments
   
(2.41
)
Total from investment operations
   
(1.16
)
         
LESS DISTRIBUTIONS:
       
From net investment income
   
(1.92
)
Total distributions
   
(1.92
)
         
CAPITAL SHARE TRANSACTIONS:
       
Transaction fees (see Note 6)
   
 
Total transaction fees
   
 
Net asset value, end of period
 
$
26.92
 
         
TOTAL RETURN, AT NAV
   
-3.84
% (3)
TOTAL RETURN, AT MARKET
   
-4.08
% (3)
         
SUPPLEMENTAL DATA AND RATIOS:
       
Net assets, end of period (in thousands)
 
$
29,616
 
         
Ratio of gross expenses to average net assets
   
1.71
% (4)
Ratio of loan and broker interest expense to average net assets
   
0.91
% (4)
Ratio of operating expenses to average net assets excluding loan and broker interest expense
   
0.80
% (4)
Ratio of net investment income (loss) to average net assets
   
4.89
% (4)
Portfolio turnover rate (5)(6)
   
87
% (3)

(1)
Inception date of the Fund was December 28, 2021.
(2)
Calculated based on average shares outstanding during the period.
(3)
Not annualized for periods less than one year.
(4)
Annualized for periods less than one year.
(5)
Excludes in-kind transactions associated with creations of the Fund.
(6)
The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, written option contracts and in-kind transactions associated with the creation units and redemptions). The denominator includes the average fair value of long positions throughout the period.

The accompanying notes are an integral part of these financial statements.
22

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements
November 30, 2022
 
1.  ORGANIZATION
 
Series Portfolios Trust (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated July 27, 2015. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The InfraCap Equity Income Fund ETF (the “Fund”) is a diversified series with its own investment objectives and policies within the Trust. The Fund’s investment objective is to maximize income and pursue total return opportunities. The Fund, under normal conditions, will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of companies that pay dividends during normal market conditions. The Fund’s investments in equity securities may include common stocks, preferred stocks and convertible securities. The Fund may invest in the equity securities of companies of any market capitalization. To assist the Adviser’s portfolio management process, the Adviser may purchase and write put and call options in an effort to (i) generate additional income and reduce volatility in the portfolio, (ii) remove or add securities from the portfolio (i.e., convertible securities), (iii) facilitate total return opportunities, and (iv) hedge against market risks or other risks in the Fund’s portfolio.
 
The Fund commenced operations on December 28, 2021. The Fund’s investment adviser, Infrastructure Capital Advisors LLC (the “Adviser”) is responsible for providing management oversight, investment advisory services, day-to-day management of the Fund’s assets, as well as compliance, sales, marketing, and operations services to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) Topic 946 Financial Services – Investment Companies. The Fund does not hold itself out as related to any other series of the Trust for purposes of investment and investor services, nor does it share the same investment adviser with any other series of the Trust.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
 
A.  Investment Valuation – The following is a summary of the Fund’s pricing procedures. It is intended to be a general discussion and may not necessarily reflect all the pricing procedures followed by the Fund. Equity securities, including common stocks, convertible preferred stocks, preferred stocks, and real estate investment trusts (“REITS”) that are traded on a national securities exchange, except those listed on the Nasdaq Global Market ® , Nasdaq Global Select Market ® and the Nasdaq Capital Market ® exchanges (collectively “Nasdaq”), are valued at the last reported sale price on that exchange on which the security is principally traded. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange traded or Nasdaq security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded equity security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
 
In the case of foreign securities, the occurrence of events after the close of foreign markets, but prior to the time the Fund’s NAV is calculated will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. The Fund will value foreign securities at fair value, taking into account such
23

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

events in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek profit by estimating the Fund’s NAV in advance of the time the NAV is calculated. These securities are categorized in Level 2 of the fair value hierarchy.
 
Exchange traded funds and closed-end funds are valued at the last reported sale price on the exchange on which the security is principally traded. If, on a particular day, an exchange-traded fund does not trade, then the mean between the most recent quoted bid and asked prices will be used. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
 
Investments in registered open-end investment companies (including money market funds), other than exchange traded funds, are valued at their reported net asset values (“NAV”). To the extent these securities are valued at their NAV per share, they are categorized in Level 1 of the fair value hierarchy.
 
Exchange traded options and Flexible Exchange ® options (“FLEX options”) are valued at the composite mean price, which calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is principally traded. If the composite mean price is not available, the last sale or settlement price maybe be used. For non-exchange traded options, models such as Black-Scholes can be used to value the options. On the last trading day prior to expiration, expiring options may be priced at intrinsic value. These securities are categorized in Level 2 of the fair value hierarchy.
 
The Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated Infrastructure Capital Advisors, LLC (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of the portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
 
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
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.
24

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

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 to value the Fund’s securities by level within the fair value hierarchy as of November 30, 2022:
 
Investments at Fair Value
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Common Stocks
 
$
20,252,719
   
$
   
$
   
$
20,252,719
 
Real Estate Investment Trusts (REITs)
   
7,494,802
     
     
     
7,494,802
 
Preferred Stocks
   
6,550,449
     
     
     
6,550,449
 
Convertible Preferred Stocks
   
1,263,428
     
     
     
1,263,428
 
Short-Term Investments
   
75,347
     
     
     
75,347
 
Total
 
$
35,636,745
   
$
   
$
   
$
35,636,745
 
Liabilities
                               
Written Options
 
$
   
$
(90,933
)
 
$
   
$
(90,933
)
Total
 
$
   
$
(90,933
)
 
$
   
$
(90,933
)

As of the period ended November 30, 2022, the Fund did not hold any level 3 securities, nor were there any transfers into or out of Level 3.
 
B.  Transactions with Brokers – The Fund’s written options contracts’ cash deposits are monitored daily by the Adviser and counterparty. Cash deposits by the Fund are presented as deposits at broker for written option contracts on the Statement of Assets and Liabilities. These transactions may involve market risk in excess of the assets or liabilities reflected on the Statement of Assets and Liabilities.
 
C.  Cash and Cash Equivalents – The Fund considers highly liquid short-term fixed income investments purchased with an original maturity of less than three months and money market funds to be cash equivalents. Cash equivalents are included in short term investments on the Schedule of Investments as well as in investments on the Statement of Assets and Liabilities. Temporary cash overdrafts are reported as payable to custodian.
 
D.  Foreign Securities and Currency Translation – Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate the portion of the results of operations from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal year- end, resulting from changes in exchange rates.
 
Investments in foreign securities entail certain risks. There may be a possibility of nationalization or expropriation of assets, confiscatory taxation, political or financial instability, and diplomatic developments that could affect the value of the Fund’s investments in certain foreign countries. Since foreign securities normally are denominated and
25

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

traded in foreign currencies, the value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies. There may be less information publicly available about a foreign issuer than about a U.S. issuer, and foreign issuers are not generally subject to accounting, auditing, and financial reporting standards and practices comparable to those in the United States. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers.
 
E.  Written Option Contracts – The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Adviser may write put and call options in an effort to (i) generate additional income and reduce volatility in the portfolio, (ii) remove or add securities from the portfolio (i.e., convertible securities), (iii) facilitate total return opportunities, and (iv) hedge against market risks or other risks in the Fund’s portfolio. When a Fund writes (sells) an option, an amount equal to the premium received by the Fund is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently priced daily to reflect the current value of the option written. Refer to Note 2 A. for a pricing description. By writing an option, the Fund may become obligated during the term of the option to deliver or purchase the securities underlying the option at the exercise price if the option is exercised. These contracts may involve market risk in excess of the amounts receivable or payable reflected on the Statement of Assets and Liabilities. Refer to Note 2 K. for further derivative disclosures and Note 2 I. for further counterparty risk disclosure.
 
When an option expires on its stipulated expiration date or the Fund enters into a closing purchase transaction, the Fund realizes gains or losses if the cost of the closing purchase transaction differs from the premium received when the option was sold without regard to any unrealized appreciation or depreciation on the underlying security, and the liability related to such option is eliminated. When a written call option is exercised, the premium originally received decreases the cost basis of the security and the Fund realizes gains or losses from the sale of the underlying security. When a written put option is exercised, the cost of the security acquired is decreased by the premium received for the put.
 
F.  Guarantees and Indemnifications – In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.
 
G.  Security Transactions, Income and Expenses – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income and expense is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities. Interest income is accounted for on the accrual basis and includes amortization of premiums and accretion of discounts on the effective interest method. Dividends received from the Fund’s investment in REITs may be characterized as ordinary income, net capital gain, or a return of capital. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. The Fund must use estimates in reporting the character of its income and distributions for financial statement purposes. The actual character of distributions to Fund shareholders will be reflected on the Form 1099 received by shareholders after the end of the calendar year. Due to the nature of REIT investments, a portion of the distributions received by a Fund shareholder may represent a return of capital.
26

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

H. Share Valuation – The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on days which the New York Stock Exchange (“NYSE”) is closed for trading.
 
I.  Counterparty Risk – The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor its obligations. The Adviser considers the credit worthiness of each counterparty to a contract in evaluating potential credit risk. Written options contracts sold on an exchange do not expose the Fund to counterparty risk; the exchange’s clearinghouse guarantees the options against counterparty nonperformance. Over-the-counter options counterparty risk includes the risk of loss of the full amount of any net unrealized appreciation.
 
J.  Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 
K.  Derivatives – The Fund may utilize derivative instruments such as options and other instruments with similar characteristics to the extent that they are consistent with the Fund’s respective investment objectives and limitations. The use of these instruments may involve additional investment risks, including the possibility of illiquid markets or imperfect correlation between the value of the instruments and the underlying securities. Derivatives also may create leverage which will amplify the effect of their performance on the Fund and may produce significant losses. Refer to Note 9 for further derivative disclosure.
 
The Fund has adopted authoritative standards regarding disclosure about derivatives and hedging activities and how they affect the Fund’s Statement of Assets and Liabilities and Statement of Operations. For the period ended November 30, 2022, the Fund’s average derivative volume is described below:
 
 
Average Quantity
Average Notional Amount
Written Option Contracts
2,765
$9,262,136

Statement of Assets and Liabilities
 
Fair values of derivative instruments as of November 30, 2022:
 
 
Statement of Assets and
           
   
Liabilities Location
 
Fair Value
 
        
Assets
   
Liabilities
 
Written Option Contracts:
               
Equity
 
Written option contracts, at value
 
$
   
$
90,933
 
Total fair values of derivative instruments
     
$
   
$
90,933
 


27

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

Statement of Operations
 
The effect of derivative instruments on the Statement of Operations for the period ended November 30, 2022:
 
   
Net Realized Gain on Derivatives
 
   
Written
       
   
Option
       
Derivatives
 
Contracts
   
Total
 
Equity Contracts
 
$
476,566
   
$
476,566
 
Total
 
$
476,566
   
$
476,566
 
                 
   
Net Change in Unrealized
 
   
Appreciation on Derivatives
 
   
Written
         
   
Option
         
Derivatives
 
Contracts
   
Total
 
Equity Contracts
 
$
34,464
   
$
34,464
 
Total
 
$
34,464
   
$
34,464
 
 
3.  RELATED PARTY TRANSACTIONS
 
The Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, a unified management fee (accrued daily) based upon the average daily net assets of a Fund at the annual rate of 0.80%.
 
Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund except for the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
 
The Advisory Agreement continues in effect for an initial two year period, and from year to year thereafter only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and by a majority of the Independent Trustees, who are not parties to the Advisory Agreement or interested persons of any such party, in each case cast in person at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory Agreement is terminable without penalty by the Trust on behalf of a Fund on not more than 60 days’, nor less than 30 days’, written notice to the Adviser when authorized either by a majority vote of the Fund’s shareholders or by a vote of a majority of the Trustees, or by the Adviser on not more than 60 days’ written notice to the Trust, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Advisory Agreement provides that the Adviser shall not be liable under such agreement for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of portfolio transactions for the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties thereunder.
28

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) acts as the Fund’s Administrator, transfer agent, and fund accountant. U.S. Bank N.A. (the “Custodian”) serves as the custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Board; monitors the activities of the Fund’s custodian; coordinates the payment of the Fund’s expenses and reviews the Fund’s expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees of the Administrator. A trustee of the Trust is an officer of the Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund, subject to annual minimums. The Advisor has agreed to pay all expenses of the Fund’s Administrator, transfer agent, fund accountant and custodian in accordance with the Investment Advisory Agreement.
 
Quasar Distributors, LLC is the Fund’s distributor (the “Distributor”). The Distributor is not affiliated with the Adviser, Fund Services, or its affiliated companies.
 
4.  TAX FOOTNOTE
 
Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is required. As of, and during the period ended November 30, 2022, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority and did not have liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. The Fund is subject to examination by taxing authorities for the tax periods since the commencement of operations.
 
At November 30, 2022, the components of accumulated earnings (losses) on a tax basis were as follows:
 
Tax cost of Investments*
 
$
38,247,464
 
Unrealized Appreciation
 
$
1,378,929
 
Unrealized Depreciation
   
(4,080,825
)
Net unrealized depreciation
   
(2,701,896
)
Undistributed ordinary income
   
145,733
 
Undistributed long-term capital gains
   
23,816
 
Distributable earnings
   
169,549
 
Other accumulated loss
   
(27
)
Total distributable earnings
 
$
(2,532,374
)

*  Represents cost for federal income tax purposes and differs from the cost for financial reporting purposes due to wash sales.
 
A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable period subsequent to October 31 and December 31, respectively. For the tax year ending November 30, 2022, the Fund did not defer any late year losses.
29

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

Distributions to Shareholders – The Fund intends to distribute all net investment income and net realized gains at least annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.
 
For the period ended November 30, 2022 the following table shows the reclassifications made:
 
 
Total Distributable Earnings
Paid-in Capital
 
 
$309
$(309)
 

The tax character of distributions paid for the period ended November 30, 2022 were as follows:
 
 
Ordinary Income
Total Distributions Paid
 
11/30/2022
$1,421,875
$1,421,875
 

The Fund commenced operations on December 28, 2021.
 
5.  DISTRIBUTION FEES
 
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“the Plan”). In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
 
6.  SHARE TRANSACTIONS
 
Shares of the Fund are listed and trade on the New York Stock Exchange. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in blocks of 25,000 shares called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
 
A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $500, payable to the Custodian. The fixed
30

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee, payable to the Fund, may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees received by the Fund, if any, are displayed in the Capital Shares Transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
7.  INVESTMENT TRANSACTIONS
 
The aggregate purchases and sales (excluding short-term investments), creations in-kind and redemptions in-kind, by the Fund for the period ended November 30, 2022, were as follows:
 
   
Purchases
   
Sales
   
Creations In-Kind
   
Redemptions In-Kind
 
U.S. Government
 
$
   
$
   
$
   
$
 
Other
 
$
20,900,639
   
$
20,884,347
   
$
38,492,181
   
$
 
 
8.  BORROWING FACILITY
 
The Fund entered into a Tri-Party Lending Arrangement (the “Arrangement”) with Wells Fargo Securities, LLC (the “Broker”) that allows the Fund to borrow cash from the Broker. Borrowings under the Arrangement are collateralized by investments of the Fund. If the Fund defaults with respect to any of its obligations under the Arrangement, the Broker may foreclose on pledged assets of the Fund and/or the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the Arrangement, necessitating the sale of securities at potentially inopportune times. Interest is charged at the OBFR (Overnight Bank Funding Rate) plus an additional percentage rate on the amount borrowed. The Arrangement has an on-demand commitment term. For the period ended November 30, 2022 the interest rate was 4.88%.
 
The components of interest expense, average interest rates (i.e., base interest rate in effect plus the spread) and average outstanding balances for the Fund’s borrowing facilities for the period ended November 30, 2022 were as follows:
 
 
Maximum Borrowing*
 
$
7,584,298
 
           
 
Total interest expense
 
$
139,868
 
           
 
Weighted average interest rate
   
3.06%

           
 
Average borrowings
 
$
4,875,398
 
           
 
*  Date of the maximum borrowing August 5, 2022.
       

9.  OFFSETTING ASSETS AND LIABILITIES
 
The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with
31

INFRACAP EQUITY INCOME FUND ETF

Notes to the Financial Statements – Continued
November 30, 2022

a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement. Interactive Brokers LLC is the prime broker for the Fund’s exchange traded derivatives. Refer to Note 2 K. for further derivative disclosure.

   
       
Gross
   
Net Amounts
   
Gross Amounts not
       
       
Gross
   
Amounts
   
Presented
   
offset in the Statement
       
       
Amounts of
   
Offset in the
   
in the
   
of Assets and Liabilities
       
       
Recognized
   
Statement of
   
Statement
         
Collateral
       
       
Assets/
   
Assets and
   
of Assets
   
Financial
   
Received/
   
Net
 
       
Liabilities
   
Liabilities
   
and Liabilities
   
Instruments
   
Pledged*
   
Amount
 
Liabilities:
                                     
Description
                                     
Written Option Contracts**
   
$
90,933
   
$
   
$
90,933
   
$
61,560
   
$
29,373
   
$
 
       
$
90,933
   
$
   
$
90,933
   
$
61,560
   
$
29,373
   
$
 

*
 
In some instances, the actual collateral pledged/received may be more than the amount shown as it includes securities pledged.
**
 
Interactive Brokers LLC is the prime broker for all written option contracts held by the Fund as of November 30, 2022.
 
10.  BENEFICIAL OWNERSHIP
 
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of November 30, 2022, no individuals or entities, for the benefit of their customers, owned more than 25% of the outstanding shares of the Fund. Shareholders with a controlling interest could affect the outcome of proxy voting or direction of management of the Fund.
 
11.  RECENT MARKET EVENTS RISK
 
U.S. and international markets have experienced significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic, which has resulted in a public health crisis, disruptions to business operations and supply chains, stress on the global healthcare system, growth concerns in the U.S. and overseas, staffing shortages and the inability to meet consumer demand, and widespread concern and uncertainty. The global recovery from COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains and may last for an extended period of time. Continuing uncertainties regarding interest rates, rising inflation, political events, rising government debt in the U.S. and trade tensions also contribute to market volatility. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so.
 
12.  SUBSEQUENT EVENTS
 
Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
 
On December 27, 2022, the Fund declared an ordinary income, short-term capital gains, and long-term capital gains dividend of $0.16863, 0.13524, and 0.02166 per share respectively, payable on December 30, 2022 to shareholders of record on December 29, 2022.
 
On January 26, 2023, the Fund declared an ordinary income dividend of $0.1800 per share, payable on January 31, 2023 to shareholders of record on January 30, 2023.
32

INFRACAP EQUITY INCOME FUND ETF

Report of Independent Registered Public Accounting Firm

To the Shareholders of InfraCap Equity Income Fund ETF and
Board of Trustees of Series Portfolios Trust
 
Opinion on the Financial Statements
 
We have audited the accompanying statement of assets and liabilities, including the schedules of investments and written options, of InfraCap Equity Income Fund ETF (the “Fund”), a series of Series Portfolios Trust, as of November 30, 2022, and the related statements of operations, cash flows, and changes in net assets, the related notes, and the financial highlights for the period December 28, 2021 (commencement of operations) through November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations, its cash flows, the changes in net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
 
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022, by correspondence with the custodian and brokers. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
We have served as the Fund’s auditor since 2022.
 
 
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
January 27, 2023
 
33

INFRACAP EQUITY INCOME FUND ETF

Statement Regarding the Fund’s Liquidity Risk Management Program (Unaudited)

In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended, Series Portfolios Trust (the “Trust”) has adopted and implemented a liquidity risk management program (the “Trust Program”). As required under the Trust Program, Infrastructure Capital Advisors, LLC (the “Adviser”), the investment adviser to the InfraCap Equity Income Fund ETF (the “Fund”), a series of the Trust, has adopted and implemented a liquidity risk management program tailored specifically to the Fund (the “Adviser Program”). The Adviser Program seeks to promote effective liquidity risk management for the Fund and to protect Fund shareholders from dilution of their interests. The Board of Trustees (the “Board”) of the Trust has approved the Adviser as the administrator for the Adviser Program (the “Program Administrator”). The Program Administrator has further delegated administration of the Adviser Program to Samuel Caffrey-Agoglia, General Counsel, Director of the Adviser. The Program Administrator is required to provide a written annual report to the Board and the Trust’s chief compliance officer regarding the adequacy and effectiveness of the Adviser Program, including the operation of the Fund’s highly liquid investment minimum, if applicable, and any material changes to the Adviser Program.
 
On July 28, 2022, the Board reviewed the Program Administrator’s written annual report for the period December 28, 2021, through May 31, 2022 (the “Report”). The Report provided an assessment of the Fund’s liquidity risk: the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’ interests in the Fund. The Adviser Program assesses liquidity risk under both normal and reasonably foreseeable stressed market conditions. The Report noted that the Fund primarily held investments that were classified as highly liquid during the review period. The Report noted that the Fund’s portfolio is expected to continue to primarily hold highly liquid investments and the determination that the Fund be designated as a “primarily highly liquid fund” (as defined in Rule 22e-4) remains appropriate and the Fund can therefore continue to rely on the exclusion in Rule 22e-4 from the requirements to determine and review a highly liquid investment minimum for the Fund and to adopt policies and procedures for responding to a highly liquid investment minimum shortfall. The Report noted that there were no breaches of the Fund’s restriction on holding illiquid investments exceeding 15% of its net assets during the review period. The Report confirmed that the Fund’s investment strategy was appropriate for an open-end management investment company. The Report also indicated that no material changes had been made to the Adviser Program during the review period.
 
The Program Administrator determined that the Fund is reasonably likely to be able to meet redemption requests without adversely affecting non-redeeming Fund shareholders through significant dilution. The Program Administrator concluded that the Adviser Program was adequately designed and effectively implemented during the review period.
 
34

INFRACAP EQUITY INCOME FUND ETF

Additional Information (Unaudited)
November 30, 2022

 
TRUSTEES AND EXECUTIVE OFFICERS
 
The Board oversees the management and operations of the Trust. The Board, in turn, elects the officers of the Trust, who are responsible for the day-to-day operations of the Trust and its separate series. The current Trustees and officers of the Trust, their year of birth, positions with the Trust, terms of office with the Trust and length of time served, principal occupations during the past five years and other directorships are set forth in the table below. Unless noted otherwise, the principal business address of each Trustee is c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
 
       
Number of
 
       
Portfolios
 
       
in Fund
Other
 
Positions
Term of Office
 
Complex (2)
Directorships
Name and
with
and Length of
Principal Occupations
Overseen
Held During
Year of Birth
the Trust
Time Served
During Past Five Years
by Trustees
Past Five Years
Independent Trustees of the Trust (1)
         
           
Koji Felton
Trustee
Indefinite Term;
Retired
1
Independent
(born 1961)
 
Since
   
Trustee, Listed
   
September
   
Funds Trust
   
2015.
   
(52 portfolios)
         
(Since 2019).
           
Debra McGinty-Poteet
Trustee
Indefinite Term;
Retired.
1
Independent
(born 1956)
 
Since
   
Trustee, F/m
   
September
   
Funds Trust
   
2015.
   
(3 portfolios)
         
(Since May
         
2015).
           
Daniel B. Willey
Trustee
Indefinite Term;
Retired. Chief Compliance
1
None
(born 1955)
 
Since
Officer, United Nations
   
   
September
Joint Staff Pension
   
   
2015.
Fund (2009 – 2017).
   
           
Interested Trustee
         
           
Elaine E. Richards (3)
Chair,
Indefinite Term;
Senior Vice President,
1
None
(born 1968)
Trustee
Since
U.S. Bank Global Fund
   
   
July
Services (since 2007).
   
   
2021.
     
           
Officers of the Trust
         
           
Ryan L. Roell
President and
Indefinite Term;
Vice President,
Not
Not
(born 1973)
Principal
Since
U.S. Bank Global Fund
Applicable
Applicable
 
Executive
July
Services (since 2005).
   
 
Officer
2019.
     
           
Cullen O. Small
Vice
Indefinite Term;
Vice President,
Not
Not
(born 1987)
President,
Since
U.S. Bank Global
Applicable
Applicable
 
Treasurer and
January
Fund Services
   
 
Principal
2019.
(since 2010).
   
 
Financial
       
 
Officer
       

35

INFRACAP EQUITY INCOME FUND ETF

Additional Information (Unaudited) – Continued
November 30, 2022

       
Number of
 
       
Portfolios
 
       
in Fund
Other
 
Positions
Term of Office
 
Complex (2)
Directorships
Name and
with
and Length of
Principal Occupations
Overseen
Held During
Year of Birth
the Trust
Time Served
During Past Five Years
by Trustees
Past Five Years
Donna Barrette
Vice
Indefinite Term;
Senior Vice President
Not
Not
(born 1966)
President,
Since
and Compliance Officer,
Applicable
Applicable
 
Chief
November
U.S. Bank Global Fund
   
 
Compliance
2019.
Services (since 2004).
   
 
Officer and
       
 
Anti-Money
       
 
Laundering
       
 
Officer
       
           
Adam W. Smith
Secretary
Indefinite Term;
Vice President,
Not
Not
(born 1981)
 
Since
U.S. Bank Global
Applicable
Applicable
   
June
Fund Services
   
   
2019.
(since 2012).
   
           
Richard E. Grange
Assistant
Indefinite Term;
Officer, U.S. Bank
Not
Not
(born 1982)
Treasurer
Since
Global Fund
Applicable
Applicable
   
October
Services (since 2015).
   
   
2022.
     

(1)
The Trustees of the Trust who are not “interested persons” of the Trust as defined by the 1940 Act (“Independent Trustees”).
(2)
As of the date of October 31, 2022, the Trust was comprised of 12 portfolios (including the Fund) managed by unaffiliated investment advisors. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series within the Trust.
(3)
Ms. Richards, as a result of her employment with U.S. Bank Global Fund Services, which acts as transfer agent, administrator, and fund accountant to the Trust, is considered to be an “interested person” of the Trust, as defined by the 1940 Act.

36

INFRACAP EQUITY INCOME FUND ETF

Additional Information (Unaudited) – Continued
November 30, 2022

 
AVAILABILITY OF FUND PORTFOLIO INFORMATION
 
The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT, which is available on the SEC’s website at www.sec.gov. The Fund’s Part F of Form N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1-800-SEC-0330. In addition, the Fund’s Part F of Form N-PORT is available without charge upon request by calling 1-800-617-0004.
 
AVAILABILITY OF PROXY VOTING INFORMATION
 
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-800-617-0004. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended February 28, is available (1) without charge, upon request, by calling 1-800-617-0004, or on the SEC’s website at www.sec.gov.
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of the Funds trade on the exchange at a price about (i.e. at a premium) or below (i.e. at a discount) the NAV of the Funds are available, without charge on the Funds’ website at www.Infracapequityincomefundetf.com.
 
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
 
For the fiscal year ended November 30, 2021, certain dividends paid by the Fund may be reported as qualified dividend income (“QDI”) and may be eligible for taxation at capital gains rates. The percentage of dividends declared from ordinary income designated as qualified dividend income was 51.41%.
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended December 31, 2021 was 45.39%.
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue section 871 (k)(2)(c) was 39.31%.
37

INFRACAP EQUITY INCOME FUND ETF

Privacy Notice (Unaudited)

The Fund collects non-public information about you from the following sources:
 
 
Information we receive about you on applications or other forms;
 
Information you give us orally; and/or
 
Information about your transactions with us or others

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. We maintain physical, electronic and procedural safeguards to guard your personal information and require third parties to treat your personal information with the same high degree of confidentiality.
 
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker- dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.

38










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INVESTMENT ADVISER
Infrastructure Capital Advisors, LLC
1325 Avenue of the Americas, 28th Floor
New York, NY 10019

DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202

CUSTODIAN
U.S. Bank N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212

ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202

LEGAL COUNSEL
Goodwin Procter LLP
1900 N Street, NW
Washington, DC 20001




















This report should be accompanied or preceded by a prospectus.
 
The Fund’s Statement of Additional Information contains additional information about the Fund’s trustees and is
available without charge upon request by calling 1-800-617-0004.



(b)
Not applicable.