UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23883
The 2023 ETF Series Trust
(Exact name of registrant as specified in charter)
The 2023 ETF Series Trust
c/o Foreside Management Series, LLC
Three Canal Plaza, Suite 100
Portland,
ME 04101
(Address of principal executive offices) (Zip code)
The Corporation Trust Company
1209 Orange Street
Wilmington,
DE 19801
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-614-416-9058
Date of fiscal year end: June 30
Date of reporting period: June 30, 2024
Item 1. Reports to Stockholders.
(a) | Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1). |
(b) | Not applicable |
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”). |
(b) | No disclosures are required by this Item 2(b). |
(c) | During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2(a) above. |
(d) | During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted. |
(e) | Not applicable. |
(f) | A copy of the Code of Ethics is filed as an Exhibit hereto. |
Item 3. Audit Committee Financial Expert.
(a)(1) | The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee. |
(a)(2) | The audit committee financial expert is Joan Binstock who is independent as defined in Form N-CSR Item 3(a)(2). |
Item 4. Principal Accountant Fees and Services.
Audit Fees
Current Fiscal Year (1) | ||||
(a) Audit Fees | $ | 132,250 | ||
(b) Audit-Related Fees | $ | - | ||
(c) Tax Fees(2) | $ | 31,500 | ||
(d) All Other Fees | $ | - |
(1) | No fees were required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the current fiscal year. |
(2) | The nature of the services includes tax compliance and tax filings. |
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $132,250 for 2024 and $0 for 2023. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2024 and $0 for 2023. |
Tax Fees
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $31,500 for 2024 and $0 for 2023. |
The nature of the services includes tax compliance and tax filings.
All Other Fees
(d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2024 and $0 for 2023. |
(e)(1) | Audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
All services to be performed by the Registrant's principal auditors must be pre-approved by the Registrant's audit committee.
(e)(2) | No services described in paragraphs (b) through (d) were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | Not applicable. |
(g) | The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $31,500 for 2024 and $0 for 2023. |
(h) | Not applicable. |
(i) | Not applicable. |
(j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
(a) | Not applicable. |
(b) | Not applicable. |
Item 6. Investments.
(a) | The Schedule of Investments is included as part of the Report to Shareholders filed under Item 7(a) of this Form. |
(b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a) | The annual financial statements are attached herewith. |
2024
Annual Financial Statements and Other Information
BRANDES INVESTMENT PARTNERS L.P.
BRANDES INTERNATIONAL ETF (BINV)
BRANDES U.S. SMALL-MID CAP VALUE ETF (BSMC)
BRANDES U.S. VALUE ETF (BUSA)
June 30,2024
(This page intentionally left blank)
Table of Contents
Schedule of Investments: | |
Brandes International ETF | 4 |
Brandes U.S. Small-Mid Cap Value ETF | 7 |
Brandes U.S. Value ETF | 10 |
Statements of Assets and Liabilities | 14 |
Statements of Operations | 15 |
Statements of Changes in Net Assets | 16 |
Financial Highlights | 17 |
Notes to Financial Statements | 19 |
Report of Independent Registered Public Accounting Firm | 25 |
Additional Information | 26 |
This report is provided for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.
Brandes International ETF
Schedule of Investments
June 30, 2024
Shares | Value | |||||||
Common Stocks – 98.3% | ||||||||
Austria – 1.8% | ||||||||
Erste Group Bank AG | 37,089 | $ | 1,758,552 | |||||
Brazil – 6.1% | ||||||||
Ambev SA, ADR | 831,893 | 1,705,381 | ||||||
Embraer SA, ADR* | 73,687 | 1,901,124 | ||||||
Petroleo Brasileiro SA, ADR | 127,163 | 1,734,503 | ||||||
Telefonica Brasil SA, ADR | 86,103 | 706,906 | ||||||
6,047,914 | ||||||||
Canada – 2.3% | ||||||||
CAE, Inc.* | 67,983 | 1,263,124 | ||||||
Open Text Corp | 34,218 | 1,027,909 | ||||||
2,291,033 | ||||||||
China – 2.6% | ||||||||
Alibaba Group Holding Ltd., ADR | 36,447 | 2,624,184 | ||||||
France – 17.2% | ||||||||
BNP Paribas SA, ADR | 63,232 | 2,032,277 | ||||||
Carrefour SA | 139,348 | 1,971,377 | ||||||
Danone SA, ADR | 119,069 | 1,459,786 | ||||||
Engie SA | 85,319 | 1,219,365 | ||||||
Kering SA, ADR | 51,032 | 1,851,441 | ||||||
Orange SA | 174,694 | 1,751,340 | ||||||
Publicis Groupe SA | 13,980 | 1,489,022 | ||||||
Renault SA | 10,431 | 534,826 | ||||||
Sanofi SA | 26,637 | 2,567,635 | ||||||
Societe BIC SA | 17,710 | 1,043,942 | ||||||
TotalEnergies SE | 16,662 | 1,113,062 | ||||||
17,034,073 | ||||||||
Germany – 10.5% | ||||||||
Deutsche Post AG | 36,910 | 1,494,914 | ||||||
Fresenius SE & Co. KGaA* | 51,655 | 1,543,477 | ||||||
Heidelberg Materials AG | 17,257 | 1,790,711 | ||||||
Henkel AG & Co. KGaA | 26,764 | 2,106,871 | ||||||
Infineon Technologies AG | 28,704 | 1,055,346 | ||||||
SAP SE, ADR | 11,920 | 2,404,383 | ||||||
10,395,702 | ||||||||
Hong Kong – 0.5% | ||||||||
First Pacific Co. Ltd | 1,068,000 | 496,560 | ||||||
Ireland – 1.0% | ||||||||
Willis Towers Watson PLC | 3,664 | 960,481 | ||||||
Italy – 4.5% | ||||||||
Buzzi SpA | 24,625 | 991,809 | ||||||
Eni SpA | 83,395 | 1,282,945 | ||||||
Intesa Sanpaolo SpA | 578,269 | 2,151,194 | ||||||
4,425,948 | ||||||||
Japan – 12.5% | ||||||||
Astellas Pharma, Inc | 181,900 | 1,797,967 | ||||||
Honda Motor Co. Ltd | 93,800 | 1,002,959 | ||||||
Kubota Corp | 89,500 | 1,251,865 | ||||||
Makita Corp | 33,500 | 910,494 | ||||||
Mitsubishi UFJ Financial Group, Inc | 124,800 | 1,341,410 |
See Notes to Financial Statements.
4 |
Brandes International ETF
Schedule of Investments (Continued)
June 30, 2024
Shares | Value | |||||||
Common Stocks (continued) | ||||||||
Japan (continued) | ||||||||
Nissan Motor Co. Ltd | 362,500 | $ | 1,230,192 | |||||
Sumitomo Mitsui Trust Holdings, Inc | 81,500 | 1,859,412 | ||||||
Takeda Pharmaceutical Co. Ltd | 118,100 | 3,062,994 | ||||||
12,457,293 | ||||||||
Mexico – 4.3% | ||||||||
America Movil SAB de CV, ADR | 88,827 | 1,510,059 | ||||||
Cemex SAB de CV, ADR | 199,981 | 1,277,878 | ||||||
Fibra Uno Administracion SA de CV REIT | 1,246,870 | 1,532,889 | ||||||
4,320,826 | ||||||||
Netherlands – 4.7% | ||||||||
Heineken Holding NV | 31,638 | 2,497,335 | ||||||
Koninklijke Philips NV* | 85,305 | 2,149,686 | ||||||
4,647,021 | ||||||||
South Korea – 1.0% | ||||||||
Shinhan Financial Group Co. Ltd., ADR | 29,348 | 1,021,604 | ||||||
Spain – 1.4% | ||||||||
Grifols SA, ADR* | 215,490 | 1,358,664 | ||||||
Switzerland – 7.4% | ||||||||
Cie Financiere Richemont SA, Class A | 10,364 | 1,617,573 | ||||||
Novartis AG, ADR | 15,237 | 1,622,131 | ||||||
Swatch Group AG (The) | 41,395 | 1,690,626 | ||||||
UBS Group AG | 80,585 | 2,380,481 | ||||||
7,310,811 | ||||||||
Taiwan – 1.5% | ||||||||
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | 8,627 | 1,499,459 | ||||||
United Kingdom – 19.0% | ||||||||
Barclays PLC | 477,307 | 1,260,422 | ||||||
GSK PLC | 101,871 | 1,969,607 | ||||||
Imperial Brands PLC | 68,955 | 1,764,233 | ||||||
J Sainsbury PLC | 448,037 | 1,444,221 | ||||||
Kingfisher PLC | 398,780 | 1,254,190 | ||||||
Marks & Spencer Group PLC | 228,338 | 826,956 | ||||||
Reckitt Benckiser Group PLC, ADR | 133,255 | 1,457,810 | ||||||
Rolls-Royce Holdings PLC* | 374,829 | 2,164,407 | ||||||
Shell PLC, ADR | 16,688 | 1,204,540 | ||||||
Smith & Nephew PLC, ADR | 70,753 | 1,753,259 | ||||||
Tesco PLC | 461,702 | 1,785,923 | ||||||
WPP PLC | 217,975 | 1,996,019 | ||||||
18,881,587 | ||||||||
Total Common Stocks (Cost $96,977,681) | 97,531,712 | |||||||
Money Market Funds – 2.7% | ||||||||
JPMorgan US Treasury Plus Money Market Fund, 5.18%(a) | ||||||||
(Cost $2,642,783) | 2,642,783 | 2,642,783 |
See Notes to Financial Statements.
5 |
Brandes International ETF
Schedule of Investments (Continued)
June 30, 2024
Value | ||||
Total Investments – 101.0% | ||||
(Cost $99,620,464) | $ | 100,174,495 | ||
Liabilities in Excess of Other Assets – (1.0)% | (989,701 | ) | ||
Net Assets – 100.0% | $ | 99,184,794 |
* | Non Income Producing |
(a) | Rate shown reflects the 7-day yield as of June 30, 2024. |
ADR : American Depositary Receipt
PLC : Public Limited Company
REIT: Real Estate Investment Trust
Summary of Investment Type
Sector |
% of Net Assets |
|||
Health Care | 18.0 | % | ||
Consumer Staples | 17.7 | % | ||
Financials | 14.9 | % | ||
Consumer Discretionary | 11.9 | % | ||
Industrials | 10.1 | % | ||
Communication Services | 7.5 | % | ||
Information Technology | 6.0 | % | ||
Energy | 5.4 | % | ||
Materials | 4.1 | % | ||
Real Estate | 1.5 | % | ||
Utilities | 1.2 | % | ||
Money Market Funds | 2.7 | % | ||
Total Investments | 101.0 | % | ||
Liabilities in Excess of Other Assets | (1.0 | )% | ||
Net Assets | 100.0 | % |
See Notes to Financial Statements.
6 |
Brandes U.S. Small-Mid Cap Value ETF
Schedule of Investments
June 30, 2024
Shares | Value | |||||||
Common Stocks – 97.2% | ||||||||
Communication Services – 2.4% | ||||||||
Interpublic Group of Cos., Inc. (The) | 39,330 | $ | 1,144,110 | |||||
Scholastic Corp | 6,596 | 233,960 | ||||||
1,378,070 | ||||||||
Consumer Discretionary – 4.7% | ||||||||
Levi Strauss & Co., Class A | 40,631 | 783,366 | ||||||
Mohawk Industries, Inc.* | 5,898 | 669,954 | ||||||
Skechers USA, Inc., Class A* | 7,899 | 545,979 | ||||||
Whirlpool Corp | 6,526 | 666,957 | ||||||
2,666,256 | ||||||||
Consumer Staples – 10.7% | ||||||||
Campbell Soup Co | 12,694 | 573,642 | ||||||
Edgewell Personal Care Co | 34,284 | 1,377,874 | ||||||
Ingles Markets, Inc., Class A | 11,693 | 802,257 | ||||||
Ingredion, Inc | 7,448 | 854,286 | ||||||
Lancaster Colony Corp | 3,098 | 585,429 | ||||||
Molson Coors Beverage Co., Class B | 22,580 | 1,147,741 | ||||||
Seaboard Corp | 100 | 316,074 | ||||||
Weis Markets, Inc | 7,996 | 501,909 | ||||||
6,159,212 | ||||||||
Energy – 4.8% | ||||||||
Chesapeake Energy Corp | 11,994 | 985,787 | ||||||
Dril-Quip, Inc.* | 63,979 | 1,190,009 | ||||||
World Kinect Corp | 22,690 | 585,402 | ||||||
2,761,198 | ||||||||
Financials – 11.3% | ||||||||
Citizens Financial Group, Inc | 28,886 | 1,040,762 | ||||||
CNA Financial Corp | 12,794 | 589,419 | ||||||
Mercury General Corp | 14,919 | 792,796 | ||||||
Old Republic International Corp | 18,992 | 586,853 | ||||||
OneMain Holdings, Inc | 19,092 | 925,771 | ||||||
SEI Investments Co | 12,694 | 821,175 | ||||||
State Street Corp | 7,596 | 562,104 | ||||||
White Mountains Insurance Group Ltd | 300 | 545,235 | ||||||
Willis Towers Watson PLC | 2,398 | 628,612 | ||||||
6,492,727 | ||||||||
Health Care – 19.8% | ||||||||
DENTSPLY SIRONA, Inc | 32,330 | 805,340 | ||||||
Elanco Animal Health, Inc.* | 68,367 | 986,536 | ||||||
Fortrea Holdings, Inc.* | 25,385 | 592,486 | ||||||
Grifols SA, ADR* | 109,927 | 693,090 | ||||||
Henry Schein, Inc.* | 6,796 | 435,624 | ||||||
Koninklijke Philips NV* | 26,239 | 661,223 | ||||||
Organon & Co | 43,969 | 910,158 | ||||||
Pediatrix Medical Group, Inc.* | 82,122 | 620,021 | ||||||
Phibro Animal Health Corp., Class A | 39,182 | 657,082 | ||||||
Premier, Inc., Class A | 78,034 | 1,456,895 | ||||||
Prestige Consumer Healthcare, Inc.* | 8,696 | 598,720 | ||||||
Quest Diagnostics, Inc | 8,296 | 1,135,556 | ||||||
Sotera Health Co.* | 50,568 | 600,242 |
See Notes to Financial Statements.
7 |
Brandes U.S. Small-Mid Cap Value ETF
Schedule of Investments (Continued)
June 30, 2024
Shares | Value | |||||||
Common Stocks (continued) | ||||||||
Health Care (continued) | ||||||||
United Therapeutics Corp.* | 2,298 | $ | 732,028 | |||||
Zimmer Biomet Holdings, Inc | 4,498 | 488,168 | ||||||
11,373,169 | ||||||||
Industrials – 18.0% | ||||||||
Balfour Beatty PLC | 132,427 | 611,346 | ||||||
Embraer SA, ADR* | 44,927 | 1,159,117 | ||||||
Healthcare Services Group, Inc.* | 108,330 | 1,146,131 | ||||||
Heartland Express, Inc | 17,192 | 211,977 | ||||||
Kelly Services, Inc., Class A | 27,088 | 579,954 | ||||||
Kennametal, Inc | 36,660 | 862,976 | ||||||
Knight-Swift Transportation Holdings, Inc | 11,750 | 586,560 | ||||||
Landstar System, Inc | 1,400 | 258,272 | ||||||
Moog, Inc., Class A | 4,498 | 752,515 | ||||||
National Presto Industries, Inc | 15,711 | 1,180,368 | ||||||
Science Applications International Corp | 2,298 | 270,130 | ||||||
Textron, Inc | 12,894 | 1,107,079 | ||||||
TransUnion | 7,096 | 526,239 | ||||||
UniFirst Corp | 6,098 | 1,045,990 | ||||||
10,298,654 | ||||||||
Information Technology – 14.7% | ||||||||
Amdocs Ltd | 22,110 | 1,744,921 | ||||||
Arlo Technologies, Inc.* | 48,378 | 630,849 | ||||||
Arrow Electronics, Inc.* | 3,998 | 482,798 | ||||||
Avnet, Inc | 10,296 | 530,141 | ||||||
F5, Inc.* | 6,198 | 1,067,482 | ||||||
IPG Photonics Corp.* | 13,170 | 1,111,416 | ||||||
NETGEAR, Inc.* | 80,263 | 1,228,024 | ||||||
Qorvo, Inc.* | 7,896 | 916,252 | ||||||
Verint Systems, Inc.* | 21,990 | 708,078 | ||||||
8,419,961 | ||||||||
Materials – 8.9% | ||||||||
Buzzi SpA | 9,096 | 366,355 | ||||||
International Flavors & Fragrances, Inc | 12,588 | 1,198,503 | ||||||
Scotts Miracle-Gro Co. (The) | 10,496 | 682,870 | ||||||
Sealed Air Corp | 15,194 | 528,599 | ||||||
Sensient Technologies Corp | 13,294 | 986,282 | ||||||
Sonoco Products Co | 9,296 | 471,493 | ||||||
Winpak Ltd | 26,743 | 872,639 | ||||||
5,106,741 | ||||||||
Real Estate – 1.9% | ||||||||
Equity Commonwealth REIT* | 54,776 | 1,062,654 | ||||||
Total Common Stocks (Cost $54,472,681) | 55,718,642 | |||||||
Money Market Funds – 5.9% | ||||||||
JP Morgan US Treasury Plus Money Market Fund, 5.18%(a) | ||||||||
(Cost $3,373,135) | 3,373,135 | 3,373,135 |
See Notes to Financial Statements.
8 |
Brandes U.S. Small-Mid Cap Value ETF
Schedule of Investments (Continued)
June 30, 2024
Value | ||||
Total Investments – 103.1% | ||||
(Cost $57,845,816) | $ | 59,091,777 | ||
Liabilities in Excess of Other Assets – (3.1)% | (1,776,640 | ) | ||
Net Assets – 100.0% | $ | 57,315,137 |
* | Non Income Producing |
(a) | Rate shown reflects the 7-day yield as of June 30, 2024. |
ADR : American Depositary Receipt
PLC : Public Limited Company
REIT: Real Estate Investment Trust
Summary of Investment Type
Sector |
% of Net Assets |
|||
Health Care | 19.8 | % | ||
Industrials | 18.0 | % | ||
Information Technology | 14.7 | % | ||
Financials | 11.3 | % | ||
Consumer Staples | 10.7 | % | ||
Materials | 8.9 | % | ||
Energy | 4.8 | % | ||
Consumer Discretionary | 4.7 | % | ||
Communication Services | 2.4 | % | ||
Real Estate | 1.9 | % | ||
Money Market Funds | 5.9 | % | ||
Total Investments | 103.1 | % | ||
Liabilities in Excess of Other Assets | (3.1 | )% | ||
Net Assets | 100.0 | % |
See Notes to Financial Statements.
9 |
Brandes U.S. Value ETF
Schedule of Investments
June 30, 2024
Shares | Value | |||||||
Common Stocks – 97.9% | ||||||||
Communication Services – 8.9% | ||||||||
Alphabet, Inc., Class C | 22,390 | $ | 4,106,774 | |||||
Comcast Corp., Class A | 90,010 | 3,524,791 | ||||||
Fox Corp., Class B | 60,105 | 1,924,562 | ||||||
Omnicom Group, Inc | 31,934 | 2,864,480 | ||||||
12,420,607 | ||||||||
Consumer Discretionary – 3.3% | ||||||||
AutoZone, Inc.* | 706 | 2,092,655 | ||||||
Mohawk Industries, Inc.* | 22,070 | 2,506,931 | ||||||
4,599,586 | ||||||||
Consumer Staples – 2.7% | ||||||||
Ingredion, Inc | 20,899 | 2,397,115 | ||||||
Kenvue, Inc | 75,994 | 1,381,571 | ||||||
3,778,686 | ||||||||
Energy – 7.5% | ||||||||
Chevron Corp | 32,255 | 5,045,327 | ||||||
Halliburton Co | 106,226 | 3,588,314 | ||||||
World Kinect Corp | 75,605 | 1,950,609 | ||||||
10,584,250 | ||||||||
Financials – 28.4% | ||||||||
American International Group, Inc | 32,738 | 2,430,469 | ||||||
Arch Capital Group Ltd.* | 23,014 | 2,321,882 | ||||||
Bank of America Corp | 108,706 | 4,323,238 | ||||||
Bank of New York Mellon Corp. (The) | 38,509 | 2,306,304 | ||||||
Berkshire Hathaway, Inc., Class B* | 3,177 | 1,292,404 | ||||||
Citigroup, Inc | 53,294 | 3,382,037 | ||||||
Fiserv, Inc.* | 25,211 | 3,757,447 | ||||||
JPMorgan Chase & Co | 13,864 | 2,804,133 | ||||||
OneMain Holdings, Inc | 28,822 | 1,397,579 | ||||||
PNC Financial Services Group, Inc. (The) | 19,254 | 2,993,612 | ||||||
State Street Corp | 20,664 | 1,529,136 | ||||||
Truist Financial Corp | 35,689 | 1,386,518 | ||||||
W R Berkley Corp | 32,404 | 2,546,306 | ||||||
Wells Fargo & Co | 70,260 | 4,172,741 | ||||||
Willis Towers Watson PLC | 11,975 | 3,139,127 | ||||||
39,782,933 | ||||||||
Health Care – 20.1% | ||||||||
Cardinal Health, Inc | 28,875 | 2,838,990 | ||||||
Cigna Group (The) | 9,860 | 3,259,420 | ||||||
CVS Health Corp | 32,639 | 1,927,659 | ||||||
Fortrea Holdings, Inc.* | 39,685 | 926,248 | ||||||
HCA Healthcare, Inc | 7,670 | 2,464,218 | ||||||
Johnson & Johnson | 13,385 | 1,956,352 | ||||||
Labcorp Holdings, Inc | 9,647 | 1,963,261 | ||||||
McKesson Corp | 5,732 | 3,347,717 | ||||||
Merck & Co., Inc | 30,525 | 3,778,995 | ||||||
Pfizer, Inc | 103,809 | 2,904,576 | ||||||
Sanofi SA, ADR | 57,316 | 2,780,972 | ||||||
28,148,408 |
See Notes to Financial Statements.
10 |
Brandes U.S. Value ETF
Schedule of Investments (Continued)
June 30, 2024
Shares | Value | |||||||
Common Stocks (continued) | ||||||||
Industrials – 13.0% | ||||||||
Emerson Electric Co | 24,885 | $ | 2,741,332 | |||||
FedEx Corp | 11,740 | 3,520,122 | ||||||
Gates Industrial Corp. PLC* | 96,480 | 1,525,349 | ||||||
General Dynamics Corp | 4,956 | 1,437,934 | ||||||
Johnson Controls International PLC | 28,698 | 1,907,556 | ||||||
Knight-Swift Transportation Holdings, Inc | 29,419 | 1,468,596 | ||||||
SS&C Technologies Holdings, Inc | 38,774 | 2,429,966 | ||||||
Textron, Inc | 36,629 | 3,144,966 | ||||||
18,175,821 | ||||||||
Information Technology – 10.6% | ||||||||
Amdocs Ltd | 43,330 | 3,419,604 | ||||||
Cisco Systems, Inc | 28,480 | 1,353,085 | ||||||
Cognizant Technology Solutions Corp., Class A | 41,395 | 2,814,860 | ||||||
Flex Ltd.* | 105,890 | 3,122,696 | ||||||
Micron Technology, Inc | 14,776 | 1,943,487 | ||||||
Open Text Corp | 29,115 | 874,615 | ||||||
Qorvo, Inc.* | 11,505 | 1,335,040 | ||||||
14,863,387 | ||||||||
Materials – 2.2% | ||||||||
Corteva, Inc | 57,349 | 3,093,405 | ||||||
Utilities – 1.2% | ||||||||
Entergy Corp | 15,838 | 1,694,666 | ||||||
Total Common Stocks (Cost $129,970,531) | 137,141,749 | |||||||
Money Market Funds – 2.4% | ||||||||
JP Morgan US Treasury Plus Money Market Fund, 5.18%(a) | ||||||||
(Cost $3,419,314) | 3,419,314 | 3,419,314 | ||||||
Total Investments – 100.3% | ||||||||
(Cost $133,389,845) | $ | 140,561,063 | ||||||
Liabilities in Excess of Other Assets – (0.3)% | (448,811 | ) | ||||||
Net Assets – 100.0% | $ | 140,112,252 |
* | Non Income Producing |
(a) | Rate shown reflects the 7-day yield as of June 30, 2024. |
ADR : American Depositary Receipt
PLC : Public Limited Company
See Notes to Financial Statements.
11 |
Brandes U.S. Value ETF
Schedule of Investments (Continued)
June 30, 2024
Summary of Investment Type
Sector |
% of Net Assets |
|||
Financials | 28.4 | % | ||
Health Care | 20.1 | % | ||
Industrials | 13.0 | % | ||
Information Technology | 10.6 | % | ||
Communication Services | 8.9 | % | ||
Energy | 7.5 | % | ||
Consumer Discretionary | 3.3 | % | ||
Consumer Staples | 2.7 | % | ||
Materials | 2.2 | % | ||
Utilities | 1.2 | % | ||
Money Market Funds | 2.4 | % | ||
Total Investments | 100.3 | % | ||
Liabilities in Excess of Other Assets | (0.3 | )% | ||
Net Assets | 100.0 | % |
See Notes to Financial Statements.
12 |
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13 |
Statements of Assets and Liabilities
June 30, 2024
Brandes International ETF |
Brandes U.S. Small-Mid Cap Value ETF |
Brandes U.S. Value ETF |
||||||||||
Assets | ||||||||||||
Investments, at fair value | $ | 100,174,495 | $ | 59,091,777 | $ | 140,561,063 | ||||||
Cash | 275,235 | 532,340 | 111 | |||||||||
Foreign currency at value (cost $68,635, $7 and $–) | 68,635 | 7 | — | |||||||||
Receivables: | ||||||||||||
Capital shares | 1,458,424 | — | — | |||||||||
Securities sold | 400,318 | — | — | |||||||||
Dividends | 296,309 | 55,502 | 130,112 | |||||||||
Foreign tax reclaim | 113,385 | — | 11,166 | |||||||||
Total assets | 102,786,801 | 59,679,626 | 140,702,452 | |||||||||
Liabilities | ||||||||||||
Payables: | ||||||||||||
Securities purchased | 1,684,832 | 2,203,824 | — | |||||||||
Distributions payable | 1,457,971 | 125,348 | 521,883 | |||||||||
Capital shares | 400,318 | — | — | |||||||||
Investment advisory fees | 56,386 | 32,817 | 66,317 | |||||||||
Other payables | 2,500 | 2,500 | 2,000 | |||||||||
Total liabilities | 3,602,007 | 2,364,489 | 590,200 | |||||||||
Net Assets | $ | 99,184,794 | $ | 57,315,137 | $ | 140,112,252 | ||||||
Net Assets Consist of | ||||||||||||
Paid-in capital | $ | 98,622,688 | $ | 56,051,376 | $ | 132,860,680 | ||||||
Distributable earnings (loss) | 562,106 | 1,263,761 | 7,251,572 | |||||||||
Net Assets | $ | 99,184,794 | $ | 57,315,137 | $ | 140,112,252 | ||||||
Number of Common Shares outstanding | 3,400,000 | 2,000,000 | 4,700,000 | |||||||||
Net Asset Value, offering and redemption price per share | $ | 29.17 | $ | 28.66 | $ | 29.81 | ||||||
Investments, at cost | $ | 99,620,464 | $ | 57,845,816 | $ | 133,389,845 |
See Notes to Financial Statements.
14 |
Statements of Operations
Period Ended June 30, 2024
Brandes International ETF(1) |
Brandes U.S. Small-Mid Cap Value ETF(1) |
Brandes U.S. Value ETF(1) |
||||||||||
Investment Income | ||||||||||||
Dividend income* | $ | 1,945,418 | $ | 469,952 | $ | 1,234,093 | ||||||
Expenses | ||||||||||||
Investment advisory fees | 267,185 | 160,261 | 327,179 | |||||||||
Total expenses | 267,185 | 160,261 | 327,179 | |||||||||
Net investment income (loss) | 1,678,233 | 309,691 | 906,914 | |||||||||
Net Realized and Unrealized Gain (Loss) | ||||||||||||
Net realized gain (loss) from: | ||||||||||||
Investments | (46,204 | ) | (9,158 | ) | 29,809 | |||||||
In-kind redemptions | 2,477,841 | 913,074 | 904,132 | |||||||||
Foreign currency transactions | (12,659 | ) | (150 | ) | — | |||||||
Net realized gain (loss) | 2,418,978 | 903,766 | 933,941 | |||||||||
Net change in unrealized appreciation (depreciation) on: | ||||||||||||
Investments | 554,031 | 1,245,961 | 7,171,218 | |||||||||
Foreign currency translations | (1,485 | ) | (102 | ) | — | |||||||
Net change in unrealized appreciation (depreciation) | 552,546 | 1,245,859 | 7,171,218 | |||||||||
Net realized and unrealized gain (loss) | 2,971,524 | 2,149,625 | 8,105,159 | |||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 4,649,757 | $ | 2,459,316 | $ | 9,012,073 | ||||||
* Withholding tax | $ | 231,498 | $ | 1,477 | $ | 17,119 |
(1) | For the period October 4, 2023 (commencement of operations) through June 30, 2024. |
See Notes to Financial Statements.
15 |
Statements of Changes in Net Assets
Brandes International ETF |
Brandes U.S. Small-Mid Cap Value ETF |
Brandes U.S. Value ETF |
||||||||||
For the period October 4, 2023(1) to June 30, 2024 |
For the period October 4, 2023(1) to June 30, 2024 |
For the period October 4, 2023(1) to June 30, 2024 |
||||||||||
Increase (Decrease) in Net Assets from Operations | ||||||||||||
Net investment income (loss) | $ | 1,678,233 | $ | 309,691 | $ | 906,914 | ||||||
Net realized gain (loss) | 2,418,978 | 903,766 | 933,941 | |||||||||
Net change in net unrealized appreciation (depreciation) | 552,546 | 1,245,859 | 7,171,218 | |||||||||
Net increase (decrease) in net assets resulting from operations | 4,649,757 | 2,459,316 | 9,012,073 | |||||||||
Distributions | (1,609,810 | ) | (282,481 | ) | (856,371 | ) | ||||||
Fund Shares Transactions | ||||||||||||
Proceeds from shares sold | 107,864,277 | 60,320,295 | 137,838,927 | |||||||||
Value of shares redeemed | (11,719,430 | ) | (5,181,993 | ) | (5,882,377 | ) | ||||||
Net increase (decrease) in net assets resulting from fund share transactions . | 96,144,847 | 55,138,302 | 131,956,550 | |||||||||
Total net increase (decrease) in net assets | 99,184,794 | 57,315,137 | 140,112,252 | |||||||||
Net Assets | ||||||||||||
Beginning of period | — | — | — | |||||||||
End of period | $ | 99,184,794 | $ | 57,315,137 | $ | 140,112,252 | ||||||
Changes in Shares Outstanding | ||||||||||||
Common Shares outstanding, beginning of period | — | — | — | |||||||||
Shares sold | 3,800,000 | 2,180,000 | 4,900,000 | |||||||||
Shares redeemed | (400,000 | ) | (180,000 | ) | (200,000 | ) | ||||||
Common Shares outstanding, end of period | 3,400,000 | 2,000,000 | 4,700,000 |
(1) | Commencement of operations. |
See Notes to Financial Statements.
16 |
Financial Highlights
Brandes International ETF | Period Ended | |||
Selected Per Share Data | June 30, 2024(a) | |||
Net Asset Value, beginning of period | $ | 25.00 | ||
Income (loss) from investment operations: | ||||
Net investment income (loss)(b) | 0.95 | |||
Net realized and unrealized gain (loss) | 3.76 | |||
Total from investment operations | 4.71 | |||
Less distributions from: | ||||
Net investment income | (0.54 | ) | ||
Total distributions | (0.54 | ) | ||
Net Asset Value, end of period | $ | 29.17 | ||
Total Return (%) | 18.84 | (c) | ||
Ratios to Average Net Assets and Supplemental Data | ||||
Net Assets, end of period ($ millions) | $ | 99 | ||
Ratio of expenses (%) | 0.70 | (d) | ||
Ratio of net investment income (loss) (%) | 4.40 | (d) | ||
Portfolio turnover rate (%)(e) | 10 | (c) |
Brandes U.S. Small-Mid Cap Value ETF | Period Ended | |||
Selected Per Share Data | June 30, 2024(a) | |||
Net Asset Value, beginning of period | $ | 25.00 | ||
Income (loss) from investment operations: | ||||
Net investment income (loss)(b) | 0.28 | |||
Net realized and unrealized gain (loss) | 3.57 | |||
Total from investment operations | 3.85 | |||
Less distributions from: | ||||
Net investment income | (0.19 | ) | ||
Total distributions | (0.19 | ) | ||
Net Asset Value, end of period | $ | 28.66 | ||
Total Return (%) | 15.40 | (c) | ||
Ratios to Average Net Assets and Supplemental Data | ||||
Net Assets, end of period ($ millions) | $ | 57 | ||
Ratio of expenses (%) | 0.70 | (d) | ||
Ratio of net investment income (loss) (%) | 1.35 | (d) | ||
Portfolio turnover rate (%)(e) | 4 | (c) |
(a) | For the period October 4, 2023 (commencement of operations) through June 30, 2024. |
(b) | Per share numbers have been calculated using the average shares method. |
(c) | Not annualized. |
(d) | Annualized. |
(e) | Excludes the impact of in-kind transactions related to the processing of capital share transactions in Creation Units. |
See Notes to Financial Statements.
17 |
Financial Highlights (Continued)
Brandes U.S. Value ETF |
Period Ended |
|||
Selected Per Share Data | June 30, 2024(a) | |||
Net Asset Value, beginning of period | $ | 25.00 | ||
Income (loss) from investment operations: | ||||
Net investment income (loss)(b) | 0.36 | |||
Net realized and unrealized gain (loss) | 4.69 | |||
Total from investment operations | 5.05 | |||
Less distributions from: | ||||
Net investment income | (0.24 | ) | ||
Total distributions | (0.24 | ) | ||
Net Asset Value, end of period | $ | 29.81 | ||
Total Return (%) | 20.23 | (c) | ||
Ratios to Average Net Assets and Supplemental Data |
||||
Net Assets, end of period ($ millions) | $ | 140 | ||
Ratio of expenses (%) | 0.60 | (d) | ||
Ratio of net investment income (loss) (%) | 1.66 | (d) | ||
Portfolio turnover rate (%)(e) | 6 | (c) |
(a) | For the period October 4, 2023 (commencement of operations) through June 30, 2024. |
(b) | Per share numbers have been calculated using the average shares method. |
(c) | Not annualized. |
(d) | Annualized. |
(e) | Excludes the impact of in-kind transactions related to the processing of capital share transactions in Creation Units. |
See Notes to Financial Statements.
18 |
Notes to Financial Statements
June 30, 2024
1. Organization
Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF and Brandes U.S. Value ETF (each a "Fund" and collectively the “Funds”) are newly organized, diversified, separate operating series of exchange-traded funds (ETFs) of The 2023 ETF Series Trust (the “Trust”), a Delaware statutory trust since January 23, 2023 that is registered with the Securities and Exchange Commission as open end management investment company.
The Funds are managed by Brandes Investment Partners, L.P. an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as the Funds' investment advisor (the “Advisor”).
The Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF and Brandes U.S. Value ETF commenced operations on October 4, 2023. Each Fund is an actively managed ETF and uses an active investment strategy in seeking to meet its investment objective. The investment objective of each Fund is long-term capital appreciation.
Each Fund offers shares that are listed and traded on the CBOE BZX Exchange, Inc.
2. Significant Accounting Policies
Each Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946, “Financial Services- Investment Companies”, by the Financial Accounting Standards Board (“FASB”). The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America.
(a) 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 at the date of the financial statements and reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
(b) Investment Valuation
The Trust has adopted GAAP accounting principles related to fair value accounting standards which establish a 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 and a discussion of changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:
· | Level 1 – Quoted prices in active markets for identical assets that the funds have the ability to access. |
· | Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
· | Level 3 – Significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the valuations as of June 30, 2024 for each Fund based upon the three levels defined above:
Brandes International ETF | ||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 97,531,712 | $ | — | $ | — | $ | 97,531,712 | ||||||||
Money Market Funds | 2,642,783 | — | — | 2,642,783 | ||||||||||||
TOTAL | $ | 100,174,495 | $ | — | $ | — | $ | 100,174,495 |
Brandes U.S. Small-Mid Cap Value ETF | ||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 55,718,642 | $ | — | $ | — | $ | 55,718,642 | ||||||||
Money Market Funds | 3,373,135 | — | — | 3,373,135 | ||||||||||||
TOTAL | $ | 59,091,777 | $ | — | $ | — | $ | 59,091,777 |
19 |
Notes to Financial Statements (Continued)
June 30, 2024
Brandes U.S. Value ETF | ||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 137,141,749 | $ | — | $ | — | $ | 137,141,749 | ||||||||
Money Market Funds | 3,419,314 | — | — | 3,419,314 | ||||||||||||
TOTAL | $ | 140,561,063 | $ | — | $ | — | $ | 140,561,063 |
(c) Investment Transactions and Related Income
For financial reporting purposes, investment transactions are reported on the trade date. However, for daily NAV determination, portfolio securities transactions are reflected no later than in the first calculation on the first business day following trade date. Dividend income is recorded on the ex-dividend date. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount based on effective yield. Gains or losses realized on sales of securities are determined using the specific identification method by comparing the identified cost of the security lot sold with the net sales proceeds. Dividend Income on the Statements of Operations is shown net of any foreign taxes withheld on income from foreign securities, which are provided for in accordance with each Fund’s understanding of the applicable tax rules and regulations.
(d) Foreign Currency Translation and Transactions
The accounting records of each Fund are maintained in U.S. dollars. Financial instruments and other assets and liabilities of each Fund denominated in a foreign currency, if any, are translated into U.S. dollars at current exchange rates. Purchases and sales of financial instruments, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the date of the transaction. Each Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates from those resulting from changes in values to financial instruments. Such fluctuations are included with the net realized and unrealized gains or losses from investments. Realized foreign exchange gains or losses arise from transactions in financial instruments and foreign currencies, currency exchange fluctuations between the trade and settlement date of such transactions, and the difference between the amount of assets and liabilities recorded 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 value of assets and liabilities, including financial instruments, resulting from changes in currency exchange rates. Each Fund may be subject to foreign taxes related to foreign income received, capital gains on the sale of securities and certain foreign currency transactions (a portion of which may be reclaimable). All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which each Fund invests.
(e) Federal Income Tax
It is the policy of each Fund to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 (the “Code”) and to distribute substantially all of its net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required as long as each Fund qualifies as a regulated investment company.
Management of each Fund has evaluated tax positions taken or expected to be taken in the course of preparing each Fund’s tax returns to determine whether it is more-likely-than-not (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense. In general, tax positions taken in previous tax years remain subject to examination by tax authorities (generally three years for federal income tax purposes). The determination has been made that there are not any uncertain tax positions that would require each Fund to record a tax liability and, therefore, there is no impact to the Fund’s financial statements. Each Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statements of Operations. As of June 30, 2024, the Funds did not have any interest or penalties associated with the underpayment of any income taxes.
(f) Distributions to Shareholders
Each Fund pays out dividends from its net investment income at least quarterly and distributes its net capital gains, if any, to investors at least annually. Each Fund may make distributions on a more frequent basis to comply with the distributions requirement of the Code, in all events in a manner consistent with the provisions of the 1940 Act.
The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital and distribution reclassifications), such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences (e.g., wash sales and straddles) do not require a reclassification.
20 |
Notes to Financial Statements (Continued)
June 30, 2024
(g) llliquid Investments
Pursuant to Rule 22e-4 under the 1940 Act, a portfolio may not acquire any “illiquid investment” if, immediately after the acquisition, the portfolio would have invested more than 15% of its net assets in illiquid investments that are assets. An “illiquid investment” is any investment that a portfolio reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Trust has implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to Rule 22e-4, and the Board has approved the designation of the Advisor to administer the Trust’s liquidity risk management program and related procedures. Illiquid investments include securities subject to contractual or legal restrictions on resale (e.g., because they have not been registered under the Securities Act of 1933) and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain bids or offers). These investments will be valued at their fair value, as outlined within these Notes to Financial Statements.
(h) Indemnification
Under the Funds' organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. The Funds may enter into contracts that contain representations and that provide general indemnifications. The Funds' maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Funds.
3. Investment Advisory Fee and Other Transactions with Affiliates
(a) Investment Advisory and Administrative Services
Brandes Investment Partners, L.P., (the “Advisor”) serves as the investment advisor to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). Under the Advisory Agreement, the Advisor provides investment advisory services to each Fund and is responsible for the day-to-day management of each Fund, including, among other things, ensuring each Fund has a continuous investment program, trading portfolio securities on behalf of each Fund, and selecting broker-dealers to execute purchase and sale transactions, subject to the oversight of the Board. For the services the Advisor provides to the Funds, each Fund pays the Advisor a fee, calculated daily and paid monthly, at an annual rate of the average daily net assets of each Fund as follows.
Fund |
Investment Advisory Fee |
|||
Brandes International ETF | 0.70 | % | ||
Brandes U.S. Small-Mid Cap Value ETF | 0.70 | % | ||
Brandes U.S. Value ETF | 0.60 | % |
Under the investment advisory agreement, the Advisor has agreed to pay all expenses incurred by the Funds except for the advisory fee; 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; proxy and shareholder meeting expenses (unless the need for a shareholder meeting is caused by the Advisor, such as a change of control of the Advisor); fees and expense related to the provision of securities lending services; acquired fund fees and expenses; taxes, including accrued deferred tax liability; legal fees or expenses in connection with any arbitration, litigation, or pending or threatened arbitration or litigation, including any settlements in connection therewith; extraordinary expenses (as mutually determined by the Board and the Advisor); and distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
(b) Distribution Arrangement
Foreside Fund Services, LLC (the “Distributor”), a Delaware limited liability company, is the principal underwriter and distributor of each Fund’s Shares. The Distributor does not maintain any secondary market in any Fund’s Shares.
The Trust has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1 plan, each Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to finance activities primarily intended to result in the sale of Creation Units of the Fund or the provision of investor services. No Rule 12b-1 fees are currently paid by the Funds 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, and directly impact the NAV per share of each Fund.
(c) Other Servicing Agreements
The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as Administrator, Custodian, Accounting Agent and Transfer Agent for each Fund.
Certain officers and trustees of the Trust are also officers of the Advisor and receive no compensation directly from the Funds for serving in their role.
21 |
Notes to Financial Statements (Continued)
June 30, 2024
4. Investment Transactions
Purchases and sales of investments, excluding in-kind transactions and short-term investments, for the period ended June 30, 2024 were as follows:
Fund | Purchases | Sales | ||||||
Brandes International ETF | $ | 19,057,444 | $ | 4,812,043 | ||||
Brandes U.S. Small-Mid Cap Value ETF | 6,490,318 | 1,182,937 | ||||||
Brandes U.S. Value ETF | 9,734,697 | 4,195,875 |
Purchases and sales of in-kind transactions for the period ended June 30, 2024 were as follows:
Fund | Purchases | Sales | ||||||
Brandes International ETF | $ | 89,431,074 | $ | 9,130,291 | ||||
Brandes U.S. Small-Mid Cap Value ETF | 53,432,226 | 5,170,818 | ||||||
Brandes U.S. Value ETF | 128,316,235 | 4,818,438 |
5. Capital Share Transactions
Fund Shares are listed and traded on the Exchange each day that the Exchange is open for business (“Business Day”). Each Fund’s Shares may only be purchased and sold on the Exchange through a broker-dealer. Because each Fund’s Shares trade at market prices rather than at their NAV, Shares may trade at a price equal to NAV, greater than NAV (premium) or less than NAV (discount).
Each Fund offers and redeems Shares on a continuous basis at NAV only in Creation Units. Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Fund Shares may only be purchased from or redeemed directly from each Fund 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 (“DTC”) participant and, in each case, must have executed a Participant Agreement with the Distributor. Creation Units are available for purchase and redemption on each Business Day and are offered and redeemed on an in-kind basis, together with the specified cash amount, or for an all cash amount.
To the extent contemplated by a Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the shares comprising a Creation Unit to be redeemed by the Distributor, on behalf of each Fund, by the time as set forth in a Participant Agreement, the Distributor may nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral equal to a percentage of the market value as set forth in the Participant Agreement. A Participant Agreement may permit each Fund to use such collateral to purchase the missing shares, and could subject an Authorized Participant to liability for any shortfall between the cost of each Fund acquiring such shares and the value of the collateral.
Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the Shares directly from each Fund. Rather, most retail investors will purchase Shares in the secondary market with the assistance of a broker, which will be subject to customary brokerage commissions or fees.
A purchase (i.e., creation) transaction fee may be imposed for the transfer and other transaction costs associated with the purchase of Creation Units, and investors will be required to pay a creation transaction fee regardless of the number of Creation Units created in the transaction. Each Fund may adjust the creation transaction fee from time to time based upon actual experience. In addition, a variable fee may be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation Units. The variable fee is primarily designed to cover non-standard charges, e.g., brokerage, taxes, foreign exchange, execution, market impact, and other costs and expenses, related to the execution of trades resulting from such transaction. Each Fund may adjust the non-standard charge from time to time based upon actual experience. Investors who use the services of an Authorized Participant, broker or other such intermediary may be charged a fee for such services which may include an amount for the creation transaction fee and non-standard charges. Investors are responsible for the costs of transferring the securities constituting the deposit securities to the account of the Trust. The Advisor may retain all or a portion of the transaction fee to the extent the Advisor bears the expenses that otherwise would be borne by the Trust in connection with the issuance of a Creation Unit, which the transaction fee is designed to cover. The standard Creation Unit transaction fees for Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF, and Brandes U.S. Value are $650, $300 and $300, respectively, regardless of the number of Creation Units created in the transaction.
A redemption transaction fee may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units, and Authorized Participants will be required to pay a redemption transaction fee regardless of the number of Creation Units created in the transaction. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. Each Fund may adjust the redemption transaction fee from time to time based upon actual experience. In addition, a variable fee, payable to each Fund, may be imposed for cash redemptions, non-standard orders, or partial cash redemptions for each Fund. The variable fee is primarily designed to cover non-standard charges, e.g., brokerage, taxes, foreign exchange, execution, market impact, and other costs and expenses, related to the execution of trades resulting from such transaction. Investors who use the services of an Authorized Participant, broker or other such intermediary may be charged a fee for such services which may include an amount for the redemption transaction fees and non-standard charges. Investors are responsible for the costs of transferring the securities constituting each Fund’s securities to the account of the Trust. The non-standard charges are payable to each Fund as it incurs costs in connection with the redemption of Creation Units, the receipt of each Fund’s securities and the cash redemption amount and other transactions costs. The standard redemption transaction fees for Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF, and Brandes U.S. Value are $650, $300 and $300, respectively, regardless of the number of Creation Units redeemed in the transaction.
22 |
Notes to Financial Statements (Continued)
June 30, 2024
6. Federal Income Taxes
At June 30, 2024, the effect of permanent book/tax reclassifications resulted in increase/(decrease) to the components of net assets as follows:
Fund |
Distributable earnings (loss) |
Paid-in Capital | ||||||
Brandes International ETF | $ | (2,477,841 | ) | $ | 2,477,841 | |||
Brandes U.S. Small-Mid Cap Value ETF | (913,074 | ) | 913,074 | |||||
Brandes U.S. Value ETF | (904,130 | ) | 904,130 |
The tax character of distributions paid during the year indicated was as follows:
Fund |
Ordinary Income* |
Long - Term Capital Gains |
Return of Capital |
|||||||||
Brandes International ETF | $ | 1,609,810 | $ | — | $ | — | ||||||
Brandes U.S. Small-Mid Cap Value ETF | 282,481 | — | — | |||||||||
Brandes U.S. Value ETF | 856,371 | — | — |
* | For tax purposes short-term capital gain distributions are considered ordinary income distributions. |
The differences between book-basis and tax-basis components of net assets are primarily attributable to Foreign Currency Realized Gain/ Loss Reclass, Redemption In-Kind Sales and PFIC Sales Adjustment treated as ordinary income for tax purposes.
At June 30, 2024, the components of distributable earnings/loss on a tax basis were as follows:
Fund |
Undistributed Ordinary Income |
Net Unrealized Appreciation (Depreciation) |
Accumulated Capital and Other Losses |
Distributable earnings (loss) |
||||||||||||
Brandes International ETF | $ | 169,216 | $ | 480,745 | $ | (87,855 | ) | $ | 562,106 | |||||||
Brandes U.S. Small-Mid Cap Value ETF | 27,060 | 1,244,761 | (8,060 | ) | 1,263,761 | |||||||||||
Brandes U.S. Value ETF | 126,466 | 7,125,106 | - | 7,251,572 |
At June 30, 2024, gross unrealized appreciation and depreciation of investments owned by each Fund, based on cost for federal income tax purposes were as follows:
Fund | Tax Cost |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Appreciation (Depreciation) |
||||||||||||
Brandes International ETF | $ | 99,692,266 | $ | 5,538,962 | $ | (5,056,733 | ) | $ | 482,229 | |||||||
Brandes U.S. Small-Mid Cap Value ETF | 57,846,914 | 3,518,758 | (2,273,895 | ) | 1,244,863 | |||||||||||
Brandes U.S. Value ETF | 133,435,957 | 10,476,896 | (3,351,790 | ) | 7,125,106 |
At June 30, 2024, for Federal income tax purposes, the Funds have capital loss carryforwards available as shown in the table below, to the extent provided by regulations, to offset future capital gains for an unlimited period. To the extent that these capital loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders.
Fund | Short-Term | Long-Term | Total Amount | |||||||||
Brandes International ETF | $ | 87,855 | $ | — | $ | 87,855 | ||||||
Brandes U.S. Small-Mid Cap Value ETF | 8,060 | — | 8,060 |
23 |
Notes to Financial Statements (Continued)
June 30, 2024
7. Risk Factors
Significant market disruptions, such as those caused by pandemics (e.g. Covid-19 pandemic), war (e.g. Russia’s invasion of Ukraine or war in the Middle East), natural disasters, acts of terrorism, or other events, may adversely impact global economic and market activity, and contribute to significant volatility in financial markets. Any such disruptions could have an adverse impact on the prices and liquidity of the Funds’ investments.
8. Subsequent Events
In preparing these financial statements, the Trust has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. The Trust has concluded that there are no subsequent events to note.
24 |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of The 2023 ETF Series Trust and Shareholders of Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF and Brandes U.S. Value ETF
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Brandes International ETF, Brandes U.S. Small-Mid Cap Value ETF and Brandes U.S. Value ETF (constituting The 2023 ETF Series Trust, hereafter collectively referred to as the "Funds") as of June 30, 2024, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period October 4, 2023 (commencement of operations) through June 30, 2024 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of June 30, 2024, and the results of each of their operations, changes in each of their net assets, and each of the financial highlights for the period October 4, 2023 (commencement of operations) through June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements 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 audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2024 by correspondence with the custodian, transfer agent and brokers. We believe that our audits provide a reasonable basis for our opinion.
August 27, 2024
We have served as the auditor of one or more investment companies in The 2023 ETF Series Trust since 2023.
25 |
Additional Information (Unaudited)
Proxy Voting Policies and Procedures
The Advisor votes proxies relating to the Funds’ portfolio securities in accordance with procedures adopted by the Advisor. You may obtain a description of these procedures, free of charge, by calling toll-free 1-866-307-0477. This information is also available through the Commission’s website at http://www.sec.gov.
Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-307-0477. This information is also available through the Commission’s website at http://www.sec.gov. .
Portfolio Holdings Information
The Trust files the Funds’ complete schedules of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-PORT. The Trust’s Form N-PORT filings are available on the Commission’s website at http://www.sec.gov. Information regarding the Trust’s Form N-PORT filings is also available, without charge, by calling toll-free, 1-866-307-0477.
Discount & Premium Information
Information regarding how often shares of each Fund traded on Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund can be found at www.brandes.com/etfs.
Each Fund designates the following amounts or, if subsequently determined to be different, the maximum allowable for its period ended June 30, 2024.
Fund |
Qualified Dividend Income* |
Dividends Received Deduction |
||||||
Brandes International ETF | 89.23 | % | 0.00 | % | ||||
Brandes U.S. Small-Mid Cap Value ETF | 100.00 | % | 100.00 | % | ||||
Brandes U.S. Value ETF | 100.00 | % | 98.63 | % |
* | The above percentage is based on ordinary income dividends paid to shareholders during each Fund’s fiscal year. |
For the period ended June 30, 2024, the Fund listed below intend to elect to pass through to shareholders the credit for taxes paid to foreign countries. The gross foreign source income (excluding any amortization/accretion of premium/discount) and foreign taxes paid were as follows:
Fund |
Foreign Taxes Paid |
Gross Foreign Income |
||||||
Brandes International ETF | $ | 136,468 | $ | 2,140,816 |
This report must be preceded or accompanied by a prospectus.
26 |
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(b) | The registrant’s Financial Highlights are included as part of the Financial Statements filed under Item 7(a) of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Not applicable.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) within 90 days of the filing date and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date.
(b)There were no changes to the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not Applicable.
Item 19. Exhibits.
(a)(1) The registrant’s Code of Ethics is attached hereto.
(a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed.
Not applicable.
(a)(3) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached herewith.
(a)(4) There were no written solicitations to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
(a)(5) There was no change in the Registrant’s independent public accountant during the period covered by the report.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)) and Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The 2023 ETF Series Trust |
By (Signature and Title) |
/s/ Trent Statczar |
||
Trent Statczar,
President (Principal Executive Officer) |
Date | September 6, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) |
/s/ Trent Statczar |
||
Trent Statczar,
President (Principal Executive Officer) |
Date | September 6, 2024 |
By (Signature and Title) |
/s/ Michael Minella |
||
Michael Minella (Principal Financial Officer) |
Date | September 6, 2024 |